Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Action.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser Purchaser: (i) a proposed allocation of the Purchase Price Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated AllocationAllocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated AllocationAllocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated AllocationAllocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated AllocationAllocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final AllocationAllocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except As soon as otherwise provided in this Agreementpracticable after each Subsequent Payment Date, Seller shall determine the U.S. Tax Purchase Price and Local Tax Purchase Price and prepare and deliver to Purchaser a proposed allocation of each of Seller the U.S. Tax Purchase Price and Purchaser and each Local Tax Purchase Price by country based on an estimate of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer fair market values of the Purchased Assets. Seller Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the U.S. Tax Purchase Price” and Purchaser shall prepare and filethe “Estimated Allocation of the Local Tax Purchase Price”, respectively, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with together the Final Allocation. Except as otherwise provided in this Agreement, none “Estimated Allocation of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Action.U.S.

Purchase Price Allocation. (a) As The Purchase Price allocated to the Equity Interests in each of the Purchased Entities and to the Purchased Assets (net of Assumed Liabilities) of each Asset Seller shall be in accordance with the Purchase Price Allocation Schedule attached hereto as Exhibit A-1, subject to adjustment pursuant to Section 3.4, and no party shall take a position inconsistent with such allocation on any Tax Return (unless otherwise required by a final, nonappealable determination of a court of competent jurisdiction or a binding closing agreement entered into with a Taxing Authority). The parties shall promptly inform one another in writing of any challenge by any Taxing Authority to any Purchase Price allocation made pursuant to this Agreement and agree to consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, any such challenge. Within thirty (30) days following (i) the determination of any excess or deficit in accordance with Section 3.4(f), (ii) an indemnification payment pursuant to Section 8.4 or (iii) an indemnification payment pursuant to Article X, in each case, the Sellers and Purchaser shall revise the purchase price allocation to reflect such excess, deficit or payment in accordance with the nature of each relevant excess, deficit or payment (or if the nature of each relevant excess, deficit or payment cannot be reasonably determined, consistent with the proportional allocation of value described in Exhibit A-1). (b) The portion of the Purchase Price allocated to the Purchased Assets (net of Assumed Liabilities) of Honeywell as set forth on Exhibit A-1 plus those Assumed Liabilities of Honeywell that constitute Liabilities for federal income tax purposes (the “Gross US Purchase Price”) shall be allocated among the Purchased Assets of Honeywell in the manner required by Section 1060 of the Code as shown on an allocation schedule to be prepared by Purchaser as soon as practicable after the date Closing Date. The template of this Agreementthe allocation schedule is attached hereto as Exhibit A-2. Purchaser shall provide Honeywell with such allocation schedule and Purchaser shall make such revisions or changes to such schedule as shall be reasonably requested by Honeywell and approved by Purchaser, Seller each acting in good faith. In the event Purchaser and Honeywell are unable to agree on the allocation of the Gross US Purchase Price in such manner, then each (acting reasonably and in good faith) shall prepare be free to do its own allocation of the Gross US Purchase Price. In the event Purchaser and deliver to Purchaser Honeywell do agree on the allocation of the Gross US Purchase Price, then such allocation shall be binding on them for federal, state, local and other Tax reporting purposes, including filings on Internal Revenue Service Form 8594, and neither of them will assert or maintain a proposed allocation position inconsistent with such allocation. (c) The portion of the Purchase Price by country based allocated on an estimate of the fair market values of Exhibit A-1 to the Purchased Assets and(net of Assumed Liabilities) of each of HON Korea and HON Czech plus the Assumed Liabilities of each of HON Korea and HON Czech (in each case, if required by applicable Law, the “Gross Foreign Purchase Price”) shall be allocated among the Purchased Assets of each of HON Korea and HON Czech as shown on an allocation schedule to be prepared by asset category within a particular country (together Purchaser as soon as practicable after the “Estimated Allocation”)Closing Date. Subject to Section 6.04(a), during the fifteen (15) day period following delivery The template of the Estimated Allocation, Seller allocation schedule is attached hereto as Exhibit A-3. Purchaser shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss provide the Estimated Allocation. The Estimated Allocation shall be prepared in accordance Sellers with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller allocation schedule and Purchaser shall prepare make such revisions or changes to such schedule as shall be reasonably requested by the Sellers and fileapproved by Purchaser, each acting in good faith. In the event Purchaser and any of the Sellers are unable to agree on the allocation of the Gross Foreign Purchase Price in such manner, then each (acting reasonably and in good faith) shall be free to do its own allocation of the Gross Foreign Purchase Price. In the event Purchaser and the Sellers do agree on the allocation of the Gross Foreign Purchase Price, then such allocation shall be binding on them for all Tax reporting purposes, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser them will assert or their respective Affiliates shall take any maintain a position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionallocation.

Purchase Price Allocation. (a) As Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Subsidiaries to allocate, the Purchase Price and any other items that are treated as additional consideration for Tax purposes (including, for the avoidance of doubt, any Assumed Liability and any liabilities that, for Tax purposes, are treated as assumed by the Purchaser (or its relevant Subsidiaries)) among the Purchased Assets (and any assets that, for Tax purposes, are treated as assets purchased by the Purchaser (or its relevant Subsidiaries) pursuant to this Agreement) in accordance with Exhibit E attached hereto (the “Allocation Schedule”). (b) 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, as soon as practicable after (but no later than twenty (20) days prior to the date of this AgreementClosing), Seller shall prepare deliver to Purchaser a proposed preliminary allocation of the relevant portion of the Purchase Price and any other items that are treated as additional consideration for Tax purposes (including, for the avoidance of doubt, any Assumed Liability and any liabilities that, for Tax purposes, are treated as assumed by the Purchaser (or its relevant Subsidiaries)) among each applicable member of the Seller Group that sells, transfers or assigns any relevant Purchased Assets or Assumed Liabilities (or is treated as selling, transferring or assigning, for Tax purposes, any assets or liabilities to the Purchaser (or its relevant Subsidiaries) pursuant to this Agreement) determined in a manner consistent with the Allocation Schedule (the “Preliminary Allocation”). If Purchaser disagrees with any Preliminary Allocation, Purchaser may, within ten (10) days after delivery of such Preliminary Allocation, deliver a notice to Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. Seller and Purchaser shall, during the ten (10) days following such delivery cooperate in good faith to resolve such dispute prior to the Closing. (c) No later than sixty (60) days after the Closing, Seller shall deliver to Purchaser a proposed allocation of the Purchase Price and any other items that are treated as additional consideration for Tax purposes (including, for the avoidance of doubt, any Assumed Liability and any liabilities that, for Tax purposes, are treated as assumed by country based on an estimate the Purchaser (or its relevant Subsidiaries)) among each applicable member of the fair market values of Seller Group that sells, transfers or assigns any Purchased Assets or Assumed Liabilities (or is treated as selling, transferring or assigning, for Tax purposes, any assets or liabilities to the Purchaser (or its relevant Subsidiaries) pursuant to this Agreement) and further among the Purchased Assets and(and any assets that, if required for Tax purposes, are treated as assets purchased by applicable Law, an allocation by asset category within the Purchaser (or its relevant Subsidiaries) pursuant to this Agreement) determined in a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance manner consistent with the principles of Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and any other relevant provision of applicable Tax Law (“Seller’s Allocation”). If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated disagrees with Seller’s Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day periodPurchaser may, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following days after delivery of Seller’s receipt Allocation, deliver a notice (“Purchaser’s Allocation Notice”) to Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. Seller and 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 of the Allocation Dispute Notice from PurchaserPurchase Price and any other items that are treated as additional consideration for Tax purposes. If the Parties Seller and Xxxxxx do not agree upon Purchaser are unable to reach such agreement, they shall promptly thereafter cause a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, nationally recognized independent accounting or valuation firm reasonably acceptable to the Parties mutually selected by Seller and Xxxxxx Purchaser (the “Allocation Independent Accounting Firm”). The Allocation Firm , who shall be requested promptly engaged, to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing resolve any remaining disputes. All fees and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable expenses relating to the Allocation work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Seller and Purchaser. Any allocation of the Purchase Price 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 the Allocation Schedule. The Estimated allocation, as prepared by Seller if no Purchaser’s Allocation accepted by the Parties Notice has been given, as adjusted pursuant to any agreement between Seller and Xxxxxx Purchaser, or as determined by the Allocation Firm, as Independent Accounting Firm in accordance with this Section 2.9(c) (the case may be“Allocation”), shall be conclusive and binding on the “Final Allocation”Parties absent manifest error. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except adjusted, as otherwise provided in this Agreementnecessary, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining to reflect any Taxes related subsequent adjustments to the transfer of the Purchased AssetsPurchase Price and any other items that are treated as additional consideration for Tax purposes. Seller and Purchaser shall prepare agree (and file, and agree to cause their respective Affiliates Subsidiaries) to prepare and filefile all relevant federal, their state, local and foreign Tax Returns on a basis consistent in accordance with the Final Allocation. Except as otherwise provided in this AgreementIn the event that the Allocation is disputed by any Taxing Authority, none the Party receiving notice of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party dispute shall promptly notify the other Party, Party in writing of such notice and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionresolution of the dispute.

Purchase Price Allocation. (a) As soon as practicable after The Cash Consideration, the date of this AgreementEquity Consideration and assumed liabilities, Seller shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of extent properly taken into account under the fair market values of the Purchased Assets andCode, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance allocated among the Acquired Interests and the Acquired Assets consistent with the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunderthereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”). Within one hundred twenty (120) days after the date the Final Working Capital is finally and conclusively determined pursuant to Section 2.5, Acquirer shall deliver the Allocation to NRGY for NRGY’s approval, which approval shall not be unreasonably withheld. NRGY and Acquirer shall work in good faith to resolve any disputes relating to the Allocation. If Purchaser does not deliver written notice of NRGY and Acquirer are unable to resolve any such dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of Acquirer’s delivery of the Estimated AllocationAllocation to NRGY, the Estimated Allocation such dispute shall be deemed resolved promptly and finally by an independent accounting firm that is mutually selected by Acquirer and NRGY. If the Final Allocation for all purposes hereunder. Prior Parties are unable to agree upon an independent accounting firm within ten (10) days after the end of such fifteen (15) day period, Purchaser may accept then NRGY shall select the Estimated Allocation independent accounting firm from a list of three independent accounting firms proposed by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is givenAcquirer. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt The costs of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation account firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller NRGY and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueAcquirer. (b) Except as otherwise provided in If the Cash Consideration is adjusted pursuant to this Agreement, each of Seller and Purchaser and each of their respective Affiliates the Allocation shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on adjusted in a basis manner consistent with the Final Allocation prepared pursuant to Section 2.9(a) above. (c) Acquirer and NRGY shall file all Tax Returns consistent with the Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates Neither Acquirer nor NRGY shall take any Tax position inconsistent with such Allocation, and neither Acquirer nor NRGY shall agree to any proposed adjustment to the Final Allocation in by any Tax ReturnAuthority without first giving the other party prior written notice; provided, in however, that nothing contained herein shall prevent Acquirer or NRGY from settling any proposed deficiency or adjustment by any Tax refund claim, in any Action Authority based upon or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate arising out of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, and neither Acquirer nor NRGY shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionAllocation.

Purchase Price Allocation. (a) As soon promptly as practicable after the date of this AgreementClosing Date, Seller shall but no later than 90 days thereafter, Purchaser will prepare and deliver to Purchaser a proposed Sellers, an allocation of schedule setting forth the Purchase Price by country based on an estimate of the fair market values of amounts to be allocated among Sellers and among the Purchased Assets andof each Seller, if required by applicable Law, an allocation by asset category within a particular country pursuant to (together and to the “Estimated Allocation”). Subject extent necessary to Section 6.04(a), during the fifteen (15comply with) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations applicable regulations promulgated thereunderthereunder (or, if applicable, any similar provision under state, local or foreign Law or regulation) (the “Proposed Allocation Statement”). If Sellers will have 20 Business Days following delivery of the Proposed Allocation Statement during which to notify Purchaser does not deliver written notice of any dispute in writing (an “Allocation Dispute NoticeNotice of Objection”) of any objections to the Proposed Allocation Statement, setting forth in reasonable detail the basis of their objections. If Sellers fail to deliver an Allocation Notice of Objection in accordance with this Section 10.2(a), the Proposed Allocation Schedule will be conclusive and binding on all parties and will become the “Final Allocation Statement”. If Sellers submit an Allocation Notice of Objection, then for 20 Business Days after the date Purchaser receives the Allocation Notice of Objection, Purchaser and Sellers will use their commercially reasonable efforts to agree on the allocations. Failing such agreement within fifteen (15) days after receipt 20 Business Days of such notice, the unresolved allocations will be submitted to an independent, internationally-recognized accounting firm mutually agreeable to Purchaser and Sellers, which firm will be instructed to determine its best estimate of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a allocation schedule based on its determination of the applicable dispute within fifteen (15) days after referral unresolved allocations and provide a written description of the matter basis for its determination within 45 Business Days after submission, such written determination to such Allocation Firmbe final, which determination must be in writing binding and must set forth, in reasonable detail, the basis thereforconclusive. The determination fees and expenses of the Allocation Firm shall such accounting firm will be final apportioned among Sellers and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valuePurchaser equally. (b) Except as otherwise provided in this Agreement, each of Seller Sellers and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and filewill report, act, and cause their respective Affiliates to prepare and file, their file Tax Returns on a basis (including, but not limited to IRS Form 8594) in all respects and for all purposes consistent with the Final Allocationsuch allocation as determined pursuant to this Section 10.2. Except as otherwise provided in this Agreement, none of Seller, Neither Sellers nor Purchaser or their respective Affiliates shall will take any position (whether in audits, tax returns, or otherwise) that is inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise such allocation unless required to do so by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionLaw.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation of the The Purchase Price by country based on an estimate of the fair market values of and other relevant items for Tax purposes shall be allocated among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of the Estimated Allocationsuch notice, the Estimated Allocation disputed items shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation resolved by delivering written notice to a nationally recognized accounting firm that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably mutually acceptable to the Parties Buyer and Xxxxxx Sellers (the “Allocation FirmIndependent Accountant”), and any determination by the Independent Accountant shall be final. The Allocation Firm Independent Accountant shall be requested to render a determination of the applicable dispute resolve any disputed items within fifteen (15) days after referral of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm Independent Accountant shall be borne equally by Seller Buyer and PurchaserSellers. The Estimated Allocation accepted allocation as determined by agreement of the Parties or by the Parties and Xxxxxx or determined by the Allocation FirmIndependent Accountant, as the case may be, be (the “Purchase Price Allocation”) shall be binding on the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueParties. (b) Except as otherwise provided in this Agreement, each of Each Seller and Purchaser Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their such Tax Returns on a basis consistent with the Final Allocationand file such forms as required by applicable Law. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates Neither Buyer nor any Seller shall take any a position inconsistent with the Final Allocation in therewith upon examination of any Tax Return, in any Tax refund claim, or in any Action litigation or otherwise unless investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by a final determination applicable Law. In the event that the Purchase Price Allocation is disputed by an applicable Governmental any Taxing Authority. If any Party, or any Affiliate the Party receiving notice of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party dispute shall promptly notify the other Party, Party in writing of such notice and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionresolution of the dispute.

Purchase Price Allocation. (a) As soon promptly as practicable after the date of this AgreementClosing Date, Seller shall but no later than 30 days thereafter, Purchaser will prepare and deliver to Purchaser a proposed Seller an allocation of schedule setting forth the Purchase Price by country based on an estimate of the fair market values of amounts to be allocated among Seller and among the Purchased Assets andof Seller, if required by applicable Law, an allocation by asset category within a particular country pursuant to (together and to the “Estimated Allocation”). Subject extent necessary to Section 6.04(a), during the fifteen (15comply with) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations applicable regulations promulgated thereunderthereunder (or, if applicable, any similar provision under state, local or foreign Law or regulation) (the “Proposed Allocation Statement”). If Seller will have 20 Business Days following delivery of the Proposed Allocation Statement during which to notify Purchaser does not deliver written notice of any dispute in writing (an “Allocation Dispute NoticeNotice of Objection”) of any objections to the Proposed Allocation Statement, setting forth in reasonable detail the basis of its objections. If Seller fails to deliver an Allocation Notice of Objection in accordance with this Section 10.2(a), the Proposed Allocation Statement will be conclusive and binding on all Parties and will become the “Final Allocation Statement.” If Seller submits an Allocation Notice of Objection, then for 20 Business Days after the date Purchaser receives the Allocation Notice of Objection, Purchaser and Seller will use their commercially reasonable efforts to agree on the allocations. Failing such agreement within fifteen (15) days after receipt 20 Business Days of such notice, the unresolved allocations will be submitted to an independent, internationally-recognized accounting firm mutually agreeable to Purchaser and Seller, which firm will be instructed to determine its best estimate of the Estimated Allocationallocation schedule based on its determination of the unresolved allocations and provide a written description of the basis for its determination within 45 Business Days after submission, such written determination to be final, binding and conclusive. The fees and expenses of such accounting firm will be apportioned among Seller and Purchaser equally. For the avoidance of doubt, in administering any Legal Proceeding, the Estimated Allocation Bankruptcy Court shall not be deemed required to apply the Final Allocation for all purposes hereunder. Prior to Statement in determining the end of such fifteen (15) day period, Purchaser may accept manner in which the Estimated Allocation by delivering written notice to that effect to Purchase Price should be allocated as between Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueits respective estates. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and filewill report, act, and cause their respective Affiliates to prepare and file, their file Tax Returns on a basis (including, but not limited to IRS Form 8594) in all respects and for all purposes consistent with the Final AllocationAllocation Statement. Except as otherwise provided in this Agreement, none of Seller, Neither Seller nor Purchaser or their respective Affiliates shall will take any position (whether in audits, Tax Returns, or otherwise) that is inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise Statement unless required to do so by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionLaw.

Purchase Price Allocation. (a) As soon as practicable after Within ninety (90) days following the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation determination of the Final Closing Statement in accordance with Section 1.03(b), Purchaser shall provide Seller with a statement containing an allocation (the “Purchase Price by country based on an estimate Allocation”) of the fair market values total consideration paid for the Membership Interests among the assets of the Purchased Assets Company (and, if required by applicable Lawto the extent applicable, an allocation by asset category within a particular country (together the “Estimated Allocation”assets of its Subsidiaries). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Purchase Price Allocation shall be prepared in accordance with the principles provisions of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute . (an “Allocation Dispute Notice”b) If, within fifteen (15) days after receipt of the Estimated Purchase Price Allocation, Seller notifies Purchaser that it reasonably objects to the Purchase Price Allocation, the Estimated Allocation parties shall be deemed attempt to resolve the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, dispute in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is givengood faith. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon Seller reach a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute written agreement within fifteen (15) days after referral receipt of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detailSeller’s notice by Purchaser, the basis therefor. The determination of the Allocation Firm shall be final and bindingPurchase Price Allocation, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may beincluding any amendment thereto under such agreement, shall be deemed to be the “Final final Purchase Price Allocation”. The Final Allocation If the parties are unable to reach a written agreement within the period described in the preceding sentence, the dispute shall be done at arm’s length based upon a good faith determination of fair market valuesubmitted to the Independent Accounting Firm and resolved by the Independent Accounting Firm within fifteen (15) days after submission. (bc) Except as otherwise provided in The Purchase Price Allocation made pursuant to this Agreement, each of Seller and Section 1.04 shall be binding on Purchaser and each of Seller for all Tax purposes. The parties and their respective Affiliates shall (i) timely file all Tax Returns required to be bound by filed in connection with the Final Purchase Price Allocation for purposes of determining (including IRS Form 8594 and any Taxes related supplemental filings to reflect any revisions to the transfer of the Purchased Assets. Seller Purchase Price Allocation) and Purchaser shall (ii) prepare and file, and cause their respective Affiliates to prepare and file, their file all Tax Returns on and determine all Taxes in a basis manner consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Purchase Price Allocation, such Party except as may otherwise be required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or similar provision of state, local or foreign Tax law). Each of the parties shall promptly notify the other Partyparty if it (or any of its Affiliates) receives notice that any Taxing Authority proposes any allocation that differs from the Purchase Price Allocation. (d) In the event that there is any adjustment to the total consideration paid for the Membership Interests following the delivery of the Purchase Price Allocation, Purchaser shall revise the Purchase Price Allocation to reflect any such adjustment using the same methodology as used in the preparation of the initial Purchase Price Allocation, consistent with the principles set forth in this Section 1.04 and Seller and Purchaser agree shall promptly deliver such revised Purchase Price Allocation to use their reasonable best efforts to defend Seller. Any dispute between the parties regarding such Final revised Purchase Price Allocation shall be resolved in any Actionaccordance with the procedures of Section 1.04(b).

Purchase Price Allocation. (a) The Purchase Price shall be allocated in accordance with Schedule 2.02. As soon as practicable after the date of this AgreementClosing Date (but no later than 90 days after the Closing Date), Seller Buyer shall prepare and deliver to Purchaser Seller a proposed allocation statement allocating the portion of the Purchase Price by country based on an estimate (plus assumed liabilities, to the extent properly taken into account under Section 1060 of the fair market values Code) that is allocated to the ADS Shares pursuant to Schedule 2.02 among ADS’s assets in accordance with Section 1060 of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Code (together the “Estimated AllocationADS Allocation Statement”). Subject to Section 6.04(a)If, during within 20 days after the fifteen (15) day period following delivery of the Estimated AllocationADS Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the ADS Allocation Statement, Buyer and Seller shall make its Representatives reasonably use commercially reasonable efforts to resolve such dispute within 20 days. If Buyer and timely available Seller are unable to Purchaserresolve such dispute within 20 days, Xxxxxx Buyer and Seller shall jointly retain Ernst & Young LLP (or, if such firm shall decline or is unable to act, or has a material relationship with Buyer or Seller or their respective Representatives Affiliates or other material conflicts, another nationally recognized independent accounting firm mutually acceptable to discuss Seller and Buyer) (the Estimated Allocation“Accounting Referee”) to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the ADS Allocation Statement shall be adjusted to reflect such resolution. The Estimated Allocation costs, fees and expenses of the Accounting Referee shall be prepared borne proportionately by Buyer and Seller based on the extent to which Buyer’s and Seller’s respective allocations differ from the allocation reflected on the final ADS Allocation Statement. (b) Seller and Buyer agree to (i) be bound by Schedule 2.02 and the ADS Allocation Statement and (ii) act in accordance with Schedule 2.02 and the principles ADS Allocation Statement in the preparation, filing and audit of any Tax return (including, without limitation, in filing Form 8594 with its Federal Income Tax return for the taxable year that includes the Closing Date). (c) If an adjustment is made to the Purchase Price pursuant to Section 2.05, Schedule 2.02 and the ADS Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the Treasury Regulations promulgated thereunder. If Purchaser does event that an agreement regarding such adjustment is not deliver written notice of any dispute (an “Allocation Dispute Notice”) reached within fifteen (15) 30 days after receipt the determination of the Estimated AllocationFinal Working Capital, the Estimated Allocation any disputed items shall be deemed resolved in the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, manner described in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”Section 2.02(a). The Buyer and Seller agree to file any additional information return required to be filed in order to treat Schedule 2.02 and the ADS Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, Statement as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueso adjusted. (bd) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each Not later than 20 days prior to the filing of their respective Affiliates Forms 8594 relating to this transaction, each party shall be bound by the Final Allocation for purposes of determining any Taxes related deliver to the transfer other party a copy of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionits Form 8594.

Purchase Price Allocation. (a) As soon For all Tax purposes, the Purchase Price (plus any Assumed Liabilities that are treated as practicable after consideration for the date Transferred Assets for U.S. federal income tax purposes) shall be allocated among each of this Agreementthe Seller Parties and Transferred Assets in accordance with the methodology and principles described in Schedule 6.1(a) (“Allocation Exhibit”). Within 90 days following the Closing Date, Seller Buyer shall prepare and deliver to Purchaser Seller a proposed allocation of written schedule (the “Proposed Allocation”) allocating the Purchase Price by country based on an estimate (plus any Assumed Liabilities that are treated as consideration for the Transferred Assets for U.S. federal income tax purposes) among each of the fair market values of the Purchased Seller Parties and Transferred Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the methodology and principles of Section 1060 described in the Allocation Exhibit. If Seller disagrees with the Proposed Allocation, Seller may, within 30 days after Seller’s receipt of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not Proposed Allocation, deliver a written notice of any dispute (an the “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocationto Buyer to such effect, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior specifying those items as to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to which Seller disagrees and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is givensetting forth Seller’s proposed allocation. If Purchaser delivers Seller does not deliver an Allocation Dispute Notice within such fifteen (15) 30-day period, the Parties Proposed Allocation shall become the Final Allocation. Buyer and Xxxxxx Seller shall use commercially reasonable best efforts to resolve such dispute during reach agreement on the thirty (30) day period following Sellerdisputed items or amounts within 15 days of Buyer’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation FirmDiscussion Period”). The If Buyer and Seller are unable to resolve by written agreement any differences identified in the Allocation Firm Dispute Notice within the Discussion Period, then any disputed items shall be requested referred to render a nationally recognized accounting firm mutually agreed upon by Buyer and Seller (the “Arbiter”) for resolution within 30 days of having the item referred to the Arbiter, and the determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm Arbiter shall be final and binding, absent manifest errorbinding upon Seller and Buyer. Any The fees payable to and expenses of the Allocation Firm Arbiter shall be borne equally paid 50% by Seller and Purchaser50% by Buyer. The Estimated allocation, as prepared by Buyer if no Allocation accepted by the Parties Dispute Notice has been given, as adjusted pursuant to any agreement between Buyer and Xxxxxx Seller and for adjustments made pursuant to Section 6.1(c) and Section 8.9, or as determined by the Allocation Firm, as the case may be, Arbiter shall be the final allocation (the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value). (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall Each party agrees to (i) be bound by the Final Allocation, (ii) act in accordance with the Final Allocation for purposes Exhibit in the preparation and filing of determining any Taxes related all Returns, (iii) to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and fileextent each party is required, and cause their respective Affiliates to prepare and file, their Tax Returns on timely file an Internal Revenue Service Form 8594 (a basis “Form 8594”) consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser Allocation for the taxable year that includes the Closing Date and to make any timely comparable filings required by applicable state or their respective Affiliates shall local Law and (iv) not take any position inconsistent with the Final Allocation in for any Tax Returnpurpose, in any Tax refund claim, in any Action or otherwise unless required by a “final determination determination” within the meaning of Section 1313(a) of the Code resulting from a Tax Action initiated by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental a Tax Authority that such Governmental Authority is disputing challenging the Final Allocation, provided that the Buyer Parties’ cost for the Transferred Assets may differ from the amount so allocated to the extent necessary to reflect its capitalized acquisition costs not included in the amount realized by the Seller Parties. If any Tax Authority challenges the Final Allocation Exhibit or any allocation resulting therefrom, the party receiving notice of such Party challenge shall promptly notify give the other Party, parties prompt written notice thereof and Seller and Purchaser agree to the parties shall use their reasonable best efforts to defend preserve the effectiveness of the Final Allocation. (c) Any indemnification payment pursuant to ARTICLE VIII (or otherwise) treated as an adjustment to the total consideration paid for the Transferred Assets shall be reflected as an adjustment to the consideration allocated to a specific asset, if any, giving rise to the adjustment and if any such adjustment does not relate to a specific asset, such adjustment shall be allocated among the Transferred Assets in accordance with the Final Price Allocation method provided in any Actionthis Section 6.1.

Purchase Price Allocation. (ai) As soon as practicable Within ninety (90) days after the date of this AgreementClosing Date, Seller shall prepare and deliver to Purchaser Buyer a proposed allocation of schedule allocating the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together with any other amounts constituting consideration for Tax purposes) among the equity interests of each Company Subsidiary (including Company Subsidiaries treated as corporations for U.S. federal income tax purposes and Company Subsidiaries treated as Disregarded Entities) and the JV Entities in a manner consistent with the methodology set forth on Exhibit E hereto and applicable Law and Order (the “Estimated Entity Purchase Price Allocation”). Subject ) along with supporting material provided by a nationally recognized accounting firm selected by Seller and reasonably satisfactory to Section 6.04(a), during Buyer establishing the fifteen valuations. (15ii) day period following delivery of Buyer shall have the Estimated Allocation, Seller shall make its Representatives reasonably right to review and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared raise any objections in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior writing to the end of such fifteen (15) day period, Purchaser may accept the Estimated Entity Purchase Price Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Sellerafter receipt thereof, setting forth in reasonable detail the basis of its objections and Buyer’s proposed allocation. Buyer shall also be entitled to allocate any portion of the Purchase Price that, in the Entity Purchase Price Allocation has been allocated to a Disregarded Subsidiary and that is not further allocated in the Entity Purchase Price Allocation to the equity of another Company Subsidiary held by the Disregarded Subsidiary, among the assets of such Disregarded Subsidiary other than equity in another Company Subsidiary, and deliver such allocation (the “Asset Purchase Price Allocation”) to Seller within the thirty (30) day period after receipt of the Allocation Dispute Notice from Purchaser. If Entity Purchase Price Allocation. (iii) Buyer shall consider in good faith any comments provided by Seller within the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day periodperiod after receipt of the Asset Purchase Price Allocation, and, to the extent Buyer makes any change, shall deliver a revised Asset Purchase Price Allocation. The Asset Purchase Price Allocation delivered by Buyer shall be binding among the Parties. If Buyer does not raise any objections to the Entity Purchase Price Allocation in accordance with this Section 6.1(a), Buyer shall be deemed to have agreed to the Entity Purchase Price Allocation, and the Entity Purchase Price Allocation shall be deemed final. (iv) If Buyer raises an objection in writing in accordance with this Section 6.1(a), Buyer and Seller shall negotiate in good faith to resolve their differences. If Buyer and Seller are unable to resolve their differences within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Buyer and Seller may mutually agree in writing), then the Estimated Parties shall engage the Accounting Firm to review the Entity Purchase Price Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render make a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firmresolving any disputes with respect thereto, which determination must be in writing and must consistent with the methodology set forth, in reasonable detail, the basis thereforforth on Exhibit E hereto. The Parties shall instruct the Accounting Firm to deliver its determination as soon as reasonably practicable following engagement of the Allocation Firm Accounting Firm, but in no event more than sixty (60) days thereafter, and that determination shall be final and binding, absent manifest errorbinding on Buyer and Seller. Any The fees payable to and expenses of the Allocation Accounting Firm shall be borne equally by allocated between Buyer and Seller and Purchaserin the manner set forth in Section 2.4(b)(v). The Estimated To the extent the Entity Purchase Price Allocation accepted has been revised by the Parties Accounting Firm in accordance with the foregoing, Buyer may revise the Asset Purchase Price Allocation accordingly, consistent with the principles of this Section 6.1(a). (v) The Entity Purchase Price Allocation and Xxxxxx or determined by the Allocation FirmAsset Purchase Price Allocation, as the case may befinalized pursuant to Section 6.1(a), shall will be the “Final Purchase Price Allocation”. The Final Allocation Buyer and Seller shall be done at arm’s length based upon a cooperate in good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by to update the Final Purchase Price Allocation for any adjustments to the Purchase Price (together with any other amounts constituting consideration for Tax purposes), and such updated allocation shall become the Final Purchase Price Allocation. The Parties shall allocate the Purchase Price consistently with the Final Purchase Price Allocation for all applicable Tax purposes (including for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their filing Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionReturns).

Purchase Price Allocation. (a) As soon as practicable after The parties to this Agreement agree to determine the date amount of and allocate the total consideration (including the Assumed Liabilities) transferred by Buyer to Seller pursuant to this Agreement, Agreement (the “Consideration”) among the Assigned Assets in accordance with Section 1060 of the Code (the “Allocation”). (b) Seller shall prepare provide Buyer with a preliminary Allocation no later than ninety (90) days following the Closing Date. If Buyer disagrees with any item reflected on the preliminary Allocation provided by Seller, Buyer shall notify Seller of such disagreement and deliver its reasons for so disagreeing within thirty (30) days of receipt of such Allocation, in which case Seller and Buyer shall attempt to Purchaser resolve in good faith the disagreement. If Buyer does not so notify Seller of a proposed disagreement within such thirty (30) day period, the preliminary Allocation prepared by Seller shall become the final Allocation. To the extent Seller and Buyer cannot agree on a mutually acceptable determination and/or allocation of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category Consideration within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period days following delivery Seller’s receipt of Buyer’s objections (if any), such determination and/or allocation shall be made by BDO International Limited, or such other nationally recognized firm of independent public accountants in the US agreed upon by Seller and Buyer, within fifteen (15) days following the referral of the Estimated Allocation, Seller shall make its Representatives reasonably matter to BDO International Limited (or such other firm of independent public accountants) and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation whose decision shall be prepared final and binding and whose expenses shall be shared equally by Seller and Buyer. Any subsequent adjustments to the Consideration shall be reflected in accordance the Allocation in a manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “, as well as with the Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior prior to such adjustment to the end Consideration. Seller and Buyer each agree to cooperate with the other in preparing US Internal Revenue Service Form 8594 in a manner consistent with the final Allocation (as agreed by Buyer and Seller or as determined by BDO International Limited or such other independent public accountants), and to furnish the other with a copy of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, Form prepared in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice draft form within such fifteen (15) day period, the Parties and Xxxxxx shall use a reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valuebefore its due date. (bc) Except as otherwise provided in The determination and allocation of the Consideration derived pursuant to this Agreement, each of Section 7.4 shall be binding on Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation Buyer for purposes of determining any Taxes related all Tax purposes, and, except to the transfer extent otherwise required by a Tax authority, neither of the Purchased Assets. Seller and Purchaser them shall prepare and file, and cause their respective (or shall permit any of its Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall to) take any position inconsistent with the Final Allocation therewith in any Tax ReturnReturn or similar filing, in any Tax refund claim, in any Action litigation, controversy or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionotherwise.

Purchase Price Allocation. (a) As soon as practicable The Seller and the Buyer agree that the Purchase Price (and any adjustments thereto) and the Assumed Liabilities shall be allocated for tax purposes among the Transferred Assets. Within 90 calendar days after the date of this AgreementClosing Date, Seller the Buyer shall prepare and deliver to Purchaser the Seller a proposed allocation schedule (the “Initial Allocation Schedule”) allocating the sum of the Purchase Price (and any adjustments thereto) and any Assumed Liabilities among the Transferred Assets, in such amounts reasonably determined by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated AllocationBuyer. The Estimated Initial Allocation Schedule shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderregulations pursuant thereto or any successor provision. If Purchaser does not deliver written notice Except as provided in Section 2.6(b) or Section 2.6(c) below, at the close of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days business on the 60th calendar day after receipt the delivery of the Estimated AllocationInitial Allocation Schedule, the Estimated Initial Allocation Schedule shall become binding upon each of the Buyer (and its Affiliates) and the Seller (and its Affiliates) and shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx allocation schedule (the “Final Allocation FirmSchedule”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except The Seller shall have a period of 30 calendar days (the “Objection Period”) from the date of delivery of the Initial Allocation Schedule to present in writing to the Buyer, notice of any objections the Seller may have to the allocations set forth therein. If the Seller raises any objections within the Objection Period to the Initial Allocation Schedule, the Buyer and the Seller shall negotiate in good faith to resolve any differences with respect to the Initial Allocation Schedule within 30 calendar days after the Seller provides written notice of such objections. If the Buyer and the Seller reach written agreement amending the Initial Allocation Schedule within such 30-day period, the Initial Allocation Schedule, as otherwise provided in this Agreementso amended, each of shall become binding upon the Buyer (and its Affiliates) and the Seller (and Purchaser its Affiliates) and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related Schedule. (c) If the parties fail to agree within 30 calendar days after the transfer delivery of the Purchased Assets. Seller’s notice of any objections, then (i) the Buyer may use one purchase price allocation and the Seller may use a different purchase price allocation, (ii) the Buyer and Purchaser the Seller shall prepare and file, each use (and cause their respective Affiliates to prepare use) their purchase price allocation in connection with the preparation and filefiling of all Tax Returns, and (iii) the Buyer shall have no liability to the Seller, and the Seller shall have no liability to the Buyer, for any additional Taxes that may be imposed by any Taxing authority to the extent that such Tax arises solely as a result of the inconsistencies between their Tax respective purchase price allocations. (d) If the Buyer and the Seller have agreed to a Final Allocation Schedule, each party agrees to file all Returns on (including IRS Form 8594 and any claims for refund) and information reports in a basis manner consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall Allocation Schedule and will take any no position inconsistent with the Final Allocation Schedule unless requested to do so in any Tax Returnproceeding before any Governmental Authority, in any Tax refund claimeach case, in any Action or unless otherwise unless required by a final determination by an applicable Governmental AuthorityLaw. If any Party, or any Affiliate of any Party, receives notice from In the event any Governmental Authority that such Governmental Authority is disputing disputes the Final AllocationAllocation Schedule, such Party the party receiving notice of the dispute shall promptly notify the other Partyparty hereto, and both the Buyer and the Seller and Purchaser agree to use their commercially reasonable best efforts to defend such the Final Allocation Schedule in any Actionaudit or similar proceeding. Any adjustments to the Purchase Price pursuant to Section 2.7 will be allocated in a manner consistent with the Final Allocation Schedule.

Purchase Price Allocation. (a) As The Purchase Price (and such other amounts as shall be treated as purchase price for U.S. federal income tax purposes) shall be allocated among the assets and other rights acquired or obtained by Buyer in connection with the transactions described in this Agreement for all Tax purposes in accordance with their respective fair market values pursuant to an allocation schedule prepared by the Buyer and delivered to the Seller as soon as reasonably practicable after the date Closing, but not more than 60 days following the Closing, in accordance with Section 1060 of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Code (together the “Estimated Allocation”). Subject to Section 6.04(a)The Seller shall, during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days 10 Business Days after receipt of the Estimated Buyer’s determination of the Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering provide written notice to that effect the Buyer as to the portions of the Allocation (if any) with which the Seller and Xxxxxxhas a disagreement, in which case as well as Seller’s proposed revisions to such portions (the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given“Seller Objection Notice”). If Purchaser delivers an Allocation Dispute the Seller does not provide a Seller Objection Notice to the Buyer within such fifteen (15) day 10 Business Day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to binding on the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueParties. (b) If the Seller does provide a Seller Objection Notice to the Buyer within such 10 Business Day period, then the portions of the Allocation that were not objected to by the Seller shall be considered final and binding on all Parties and the Parties shall make a good faith effort to resolve any disagreements regarding the portions of such Allocation that were objected to in the Seller Objection Notice, and if the Parties are unable to resolve their disagreements regarding such items within 30 days of delivery of such Seller Objection Notice, they shall jointly retain and refer their disagreements to a nationally recognized third party accounting firm reasonably selected by the Buyer (the “Independent Expert”). The Parties shall instruct the Independent Expert to promptly review the portions of the Allocation which are in dispute among the Parties pursuant to this Section 2.7 and to resolve such dispute as promptly as is practicable. The Parties shall reasonably cooperate and respond to any inquiries from the Independent Expert in connection with the Independent Expert’s review and analysis of the portions of the Allocation which are in dispute among the Parties. As promptly as practicable, but in no event later than 45 days after its retention, the Independent Expert shall deliver to the Buyer and the Seller a report that sets forth its resolution of the disputed items with respect to the Allocation, and such report of such items of the Allocation shall thereupon be final, binding and conclusive on the Parties; provided, however, that the Independent Expert may not assign a value to any item greater than the greatest value for such item claimed by the Buyer, on the one hand, and the Seller, on the other hand, nor less than the smallest value for such item claimed by the Buyer, on the one hand, and the Seller, on the other hand. The costs and expenses of the Independent Expert shall be allocated between the Buyer, on the one hand, and the Seller, on the other hand, based upon the percentage that the portion of the aggregate contested amount not awarded to each Party bears to the aggregate amount actually contested by such Party, as determined by the Independent Expert. The Parties agree to execute, if requested by the Independent Expert, a reasonable engagement letter, including customary indemnities in favor of the Independent Expert. (c) Except as may be required by otherwise provided in this Agreementby applicable law, each of Seller and Purchaser and each of their respective Affiliates shall the Parties will (i) file or cause to be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their filed all Tax Returns on (including IRS Form 8594) in a basis manner consistent with the Final Allocation. Except Allocation (as otherwise provided in finalized pursuant to the provisions of this Agreement, none of Seller, Purchaser or their respective Affiliates shall Section 2.7) and (ii) not take any position action inconsistent with therewith. Any adjustments to the Final Purchase Price subsequent to the initial delivery of the Allocation by the Buyer to the Seller shall be reflected in amendments to the Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionmanner consistent with Treasury Regulation Section 1.1060-1.

Purchase Price Allocation. (a) As soon as practicable after Prior to the date of this AgreementClosing Date, Seller Parent and Buyer shall prepare and deliver to Purchaser a proposed agree on an allocation of the Estimated Purchase Price by country based on an estimate of among the fair market values of the Purchased Assets andSelling Entities, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared determined in accordance with the principles set forth on Section 6.05 of the Parent Disclosure Schedule (the “Preliminary Allocation” and such principles, the “Allocation Principles”); provided that if Parent and Buyer have not agreed on such an allocation prior to the date on which the Closing otherwise would occur, then (i) the failure to so agree shall not constitute the failure of any condition to be satisfied on the Closing Date, the Closing shall occur and, pending the Independent Accountant’s determination of the Preliminary Allocation as provided in the following clause (ii), any and all payments which otherwise would be made to or by, the Selling Entities pursuant to this Agreement shall instead be made to or by an Affiliate of Parent (which Affiliate shall be designated by Parent by written notice to Buyer) acting as agent of the Selling Entities (the “Selling Agent”), (ii) the matter shall be referred to the Independent Accountant for prompt determination (the costs of which shall be borne equally by Parent and Buyer, with each of Parent and Buyer paying its own costs and expenses), (iii) the Preliminary Allocation shall be the allocation as determined by the Independent Accountant and (iv) promptly following the Independent Accountant’s determination of the Preliminary Allocation, (A) the Selling Agent shall disburse to the appropriate Selling Entities any amounts received by it in its capacity as such and (B) the appropriate Selling Entities shall reimburse the Selling Agent for any amounts paid by the Selling Agent on their respective behalves. (b) Not later than 90 days after the Final Equity Value is determined pursuant to Section 2.11, VS Holdco shall deliver to Buyer and Parent a schedule allocating the Final Purchase Price and any other applicable amounts required for Tax purposes, among the assets of VS Holdco (and its Subsidiaries that are disregarded entities), in a manner consistent with the Preliminary Allocation, the Allocation Principles and applicable Tax law (such schedule, the “Allocation Schedule”). If Buyer or Parent disagree with any aspect of the Allocation Schedule, such party may, within 20 days after delivery of the Allocation Schedule, deliver a notice (the “Allocation Notice”) to VS Holdco and Buyer or Parent, as the case may be, to such effect, specifying those items as to which such party disagrees, the basis for such disagreement, and setting forth such party’s proposed allocation. If an Allocation Notice is duly and timely delivered, Parent, Buyer and VS Holdco shall, during the 20 days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts to determine the allocation of the Final Purchase Price and any other amounts properly included for Tax purposes. If Parent, Buyer and VS Holdco are unable to reach such agreement, they shall promptly thereafter jointly retain and cause the Independent Accountant (the costs of which shall be borne equally by Parent and Buyer with each of Parent and Buyer paying its own costs and expenses) to resolve any remaining disputes in a manner that is consistent with the Preliminary Allocation and the Allocation Principles. The allocation, as prepared by VS Holdco if no Allocation Notice has been given, as adjusted pursuant to any agreement between Parent, Buyer and VS Holdco, or as determined by the Independent Accountant, as applicable (the “Allocation”), shall be conclusive, final and binding on the parties. The Allocation Schedule, the Allocation Notice and the Allocation (and any adjustments thereto) each shall be prepared consistently with the Preliminary Allocation and in accordance with the Allocation Principles and Sections 751, 755 and 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (bc) Except as otherwise provided in this AgreementNone of Parent, each of Seller Buyer or VS Holdco shall (and Purchaser and each of their respective Affiliates they shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall not to) take any position inconsistent with the Final Allocation on any Tax Return or in any Tax Returnproceeding before any Governmental Authority, in any Tax refund claimeach case, in any Action or except to the extent otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionApplicable Law.

Purchase Price Allocation. (a) As soon as practicable after Notwithstanding anything to the date of this Agreementcontrary herein, Seller shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of (plus Assumed Liabilities to the fair market values of extent properly taken into account under the Code and the Treasury Regulations promulgated thereunder) shall be allocated among the Purchased Assets Assets, (and, if required by to the extent appropriate under applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject Sublease, the Real Property License and the licenses and covenant not to Section 6.04(a), during compete contained in the fifteen (15IP License Agreement) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of applicable Law, including Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (the “Allocation”) and in accordance with the principles set forth in Exhibit K. Purchaser shall provide Seller Parent with a preliminary Allocation no later than ninety (90) days after the Closing Date. If Seller Parent disagrees with any item reflected on the preliminary Allocation provided by Purchaser, Seller Parent shall notify Purchaser of such disagreement and its reasons for so disagreeing within thirty (30) days of receipt of such Allocation, in which case Seller Parent and Purchaser shall attempt to resolve in good faith the disagreement. If Seller Parent does not deliver written notice notify Purchaser of any dispute a disagreement within such thirty (an “30) day period, the preliminary Allocation Dispute Notice”) prepared by Purchaser shall become the final Allocation. To the extent Seller Parent and Purchaser cannot agree on a mutually acceptable determination and/or allocation of the consideration within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following SellerPurchaser’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within Seller Parent’s objections (if any), such fifteen (15) day period, then the Estimated Allocation determination and/or allocation shall be submitted immediately to an internationally recognizedmade by a nationally recognized firm of independent public accountants agreed upon by Seller Parent and Purchaser, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after following the referral of the matter to such Allocation Firm, which determination must be in writing firm of independent public accountants) and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm whose decision shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm binding and whose expenses shall be borne shared equally by Seller Parent and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this AgreementIf the Purchase Price is adjusted pursuant to Section 6.4, each of Seller and Purchaser and each of their respective Affiliates the Allocation shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis adjusted using procedures consistent with the Final Allocation. Except as otherwise provided those set forth in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent Section 2.11(a). (c) The Parties agree to act in accordance with the Final Allocation in any the preparation and filing of all Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionReturns.

Purchase Price Allocation. (a) As soon promptly as practicable after the date of this AgreementClosing Date, Seller shall but no later than 120 days thereafter, Purchaser will prepare and deliver to Purchaser a proposed Sellers an allocation of schedule setting forth the Purchase Price by country based on an estimate of the fair market values of amounts to be allocated among Sellers and among the Purchased Assets andof each Seller, if required by applicable Law, an allocation by asset category within a particular country pursuant to (together and to the “Estimated Allocation”). Subject extent necessary to Section 6.04(a), during the fifteen (15comply with) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations applicable regulations promulgated thereunderthereunder (or, if applicable, any similar provision under state, local or foreign Law or regulation) (the “Proposed Allocation Statement”). If Sellers will have 30 Business Days following delivery of the Proposed Allocation Statement during which to notify Purchaser does not deliver written notice of any dispute in writing (an “Allocation Dispute NoticeNotice of Objection”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior any objections to the end Proposed Allocation Statement, setting forth in reasonable detail the basis of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is giventheir objections. If Purchaser delivers Sellers fail to deliver an Allocation Dispute Notice within such fifteen (15of Objection in accordance with this Section 10.2(a) day period, the Proposed Allocation Statement will be conclusive and binding on all Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be will become the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination Statement.” If Sellers submit an Allocation Notice of fair market value. (b) Except as otherwise provided in this AgreementObjection, each then for 20 Business Days after the date Purchaser receives the Allocation Notice of Seller and Objection, Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to Sellers will use their reasonable best efforts to defend agree on the allocations. Failing such agreement within 20 Business Days of such notice, the unresolved allocations will be submitted to an independent, internationally-recognized accounting firm mutually agreeable to Purchaser and Sellers, which firm will be instructed to determine its best estimate of the allocation schedule based on its determination of the unresolved allocations and provide a written description of the basis for its determination within 45 Business Days after submission, such written determination to be final, binding and conclusive. The fees and expenses of such accounting firm will be apportioned among Sellers and Purchaser equally. For the avoidance of doubt, in administering any Legal Proceeding, the Bankruptcy Court shall not be required to apply the Final Allocation Statement in determining the manner in which the Purchase Price should be allocated as between Sellers and their respective estates. (b) Sellers and Purchaser and their respective Affiliates will report, act, and file Tax Returns (including, but not limited to IRS Form 8594) in all respects and for all purposes consistent with the Final Allocation Statement. Neither Sellers nor Purchaser will take any Actionposition (whether in audits, tax returns, or otherwise) that is inconsistent with the Final Allocation Statement unless required to do so by applicable Law.

Purchase Price Allocation. (a) As soon as practicable after Sellers and Purchaser shall act in good faith to attempt to agree to the date allocation of this Agreementthe purchase price (including the Assumed Liabilities) among the Purchased Assets. In accordance with such allocation and upon such agreement, Seller Purchaser shall prepare and deliver to Sellers copies of Form 8594 and any required exhibits thereto (the "Asset Acquisition Statement"). Purchaser a proposed allocation shall prepare and deliver to Sellers from time to time revised copies of the Purchase Price by country based Asset Acquisition Statement (the "Revised Statements") so as to report any matters on an estimate of the fair market values of Asset Acquisition Statement that need updating (including purchase price adjustments, if any) consistent with the allocation as agreed upon or determined in accordance with this Section 2.8. The purchase price for the Initial Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation License-Related Purchased Assets shall be prepared allocated in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated AllocationAsset Acquisition Statement or, if applicable, the Estimated Allocation last Revised Statements, provided by Purchaser to Sellers, and all income Tax Returns and reports filed by Purchaser and Sellers shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of prepared consistently with such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueallocation. (b) Except as otherwise provided in this Agreement, each of Seller If the Sellers and Purchaser fail to agree to such matters within 60 days (the "Negotiation Period") after the date hereof, the allocation of the purchase price among the Purchased Assets will be resolved by submission to an independent accounting firm of national recognition reasonably acceptable to Sellers and Buyer (the "Accountants"). If the purchase price allocation is submitted to the Accountants for resolution, (x) each party will furnish to the Accountants such work papers and other documents and information relating to the purchase price allocation as the Accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (y) the determination by the Accountants, as set forth in a notice delivered to the Sellers and Purchaser by the Accountants will be binding and conclusive on the Sellers and Purchaser; and (z) the fees of their respective Affiliates the Accountants for such determination shall be bound allocated by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller Accountant equally between Purchaser and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionSellers.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller The Emdeon Entities shall prepare and deliver to Purchaser a proposed an allocation of the Purchase Price by country based on an estimate Merger Consideration (and other costs required to be capitalized) to the “sale” portion of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared transaction in accordance with the principles of Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice thereunder and the “Code section 721 contribution” portion of any dispute the transaction (an the “Allocation Dispute NoticePurchase Price Allocation”) within fifteen and shall, no later than forty-five (1545) days after receipt of the Estimated AllocationClosing Date, provide the Estimated Purchase Price Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end Members’ Representative for the Members’ Representative’s review and approval. The Members’ Representative shall notify the Emdeon Entities of such fifteen (15) day period, Purchaser may accept any objections to the Estimated Purchase Price Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of days after the Allocation Dispute Notice from PurchaserEmdeon Entities provide the Purchase Price Allocation, and the Emdeon Entities and the Members’ Representative will work in good faith to try to resolve any differences. If In the Parties event that the Emdeon Entities and Xxxxxx the Members’ Representative do not mutually agree upon a final resolution with respect to the Estimated Purchase Price Allocation within such fifteen ten (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (1510) days after referral the Members’ Representative makes any objection, the dispute shall be resolved by Independent Accountants, as experts and not as an arbitrator, who shall review the Purchase Price Allocation and make any adjustments necessary thereto in accordance with Section 1060 of the matter to such Allocation Firm, which determination must be in writing Code and must set forth, in reasonable detail, the basis thereforapplicable Treasury Regulations thereunder. The determination of the Allocation Firm Independent Accountants shall be final conclusive and bindingbinding on the parties. The Independent Accountants shall resolve any disputed items within thirty (30) days of having such items referred to them pursuant to such procedures as they may require. The costs, absent manifest error. Any fees payable and expenses of the Independent Accountants for their engagement pursuant to the Allocation Firm this Section 6.6 shall be borne equally by Seller the Emdeon Entities, on the one hand, and Purchaserthe Members’ Representative (on behalf of the Company Members), on the other hand. The Estimated Allocation accepted by Each of the Parties Emdeon Entities, the Company and Xxxxxx or determined by the Allocation FirmMembers agree to file all Tax Returns using the Purchase Price Allocation, as the case may be, and none of them shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon take a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining position on any Taxes related Tax Return contrary to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as Purchase Price Allocation unless otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionlaw.

Purchase Price Allocation. (ai) As soon Seller and Buyer agree to allocate the Purchase Price among the Transferred Entities for all Tax purposes in accordance with this Section 6.5(g). None of Seller or Buyer (nor any of their respective Affiliates) shall file any Tax Return or take a position with a Government Entity that is inconsistent with the allocation as practicable determined below (the “Allocation”), including any amendments, except (i) as provided in a “determination” (within the meaning of Section 1313(a) of the Code or any similar state, local or foreign Tax provision) and (ii) to the extent required by applicable Law for the purposes of the United Kingdom stamp duty. (ii) Buyer shall present a draft of the allocation (the “Proposed Allocation”) to Seller for review within 90 days after the date hereof. Except as provided in subparagraphs (A) and (B) below, at the close of this Agreementbusiness on the date of Closing, the Proposed Allocation shall become binding upon Buyer and Seller and shall be the Allocation. (A) Seller shall prepare and deliver consent to Purchaser a proposed allocation the Proposed Allocation, or raise any objection to the Proposed Allocation, in writing within 30 days of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Proposed Allocation. If Seller presents an objection to any part of the Proposed Allocation within such time period, Buyer and Seller shall make its Representatives reasonably and timely available negotiate in good faith to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice resolve any such objection within 30 days after delivery of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days such objection by Seller. If, after receipt consideration of such objections of Seller, Buyer and Seller reach written agreement amending the Estimated Proposed Allocation, the Estimated Allocation Proposed Allocation, as amended by such written agreement, shall become binding upon Buyer and Seller and their Affiliates and shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen Allocation. (15B) day period, Purchaser may accept the Estimated Allocation If Buyer and Seller cannot resolve any objection raised by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Proposed Allocation within such fifteen the 30-day time limit set forth in paragraph (15) day periodA), then the Estimated Allocation parties shall be submitted immediately promptly submit the item to an a mutually acceptable internationally recognized, independent recognized accounting or valuation law firm reasonably acceptable for final resolution, such resolution to be reflected in the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (bC) Except as otherwise provided in this AgreementSubject to the foregoing paragraphs (A) and (B), the Cash Purchase Price, Buyer Common Stock and Buyer Series B Preferred Stock shall be allocated to each of Seller and Purchaser and each of their respective Affiliates the Transferred Entities in a manner consistent with a Schedule which shall be bound prepared by Buyer and furnished to Seller for Seller’s consent within 15 days following final resolution of the Final Allocation for purposes of determining allocation hereunder, such consent by Seller not to be unreasonably withheld. (iii) In the event that there is any Taxes related adjustment to the transfer of Purchase Price, Buyer shall revise the Purchased Assets. Seller Allocation to reflect any such adjustment using the same methodology as used in the initial Allocation and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify present a draft of such revised Allocation to Seller for review; provided that the other Party, principles contained in paragraphs (ii)(A) and (B) above (including the right of Seller and Purchaser agree to use their raise any reasonable best efforts objection to defend the proposed revised Allocation) shall apply to such Final Allocation in any Actionrevised Allocation.

Purchase Price Allocation. (a) As soon as practicable after Prior to the Closing, Buyer and Seller shall in good faith use their reasonable best efforts to agree upon an allocation of the portions of the Purchase Price paid by Buyer (or each of its relevant assignees) to Seller, any Asset Selling Entity and/or any Equity Selling Entity with respect to any Transferred Subsidiary, Purchased Assets and (to the extent applicable) any transfer or other transaction under any of the Ancillary Agreements (the “Purchase Price Apportionment”). (b) If Seller and Buyer fail to agree on the Purchase Price Apportionment within one hundred (100) days following the date of this AgreementAgreement in the case of Closing Valued Subsidiaries or within thirty (30) days of the Closing in the case of any other Transferred Subsidiary, Purchased Asset or (to the extent applicable) any transfer or other transaction under any of the Ancillary Agreements, such matter shall be referred to a law firm or accounting firm (the “Arbiter”) for binding arbitration pursuant to the procedures set forth below. Seller and Buyer shall mutually agree on an Arbiter that is independent of both Seller and Buyer. If Seller and Buyer cannot agree on an Arbiter within five (5) days, Seller and Buyer each shall prepare select a law firm or an accounting firm, and the two (2) firms selected shall mutually select a third law firm or accounting firm, independent of both Seller and Buyer, to act as the Arbiter; provided, that with respect to any jurisdiction in which local law requires a valuation substantiated by a firm other than the Arbiter, a firm qualified under local law shall be mutually selected under the processes hereunder and the decisions of such qualified firm shall govern with respect to that jurisdiction. The choice of an Arbiter by the two (2) firms pursuant to the preceding sentence shall be binding on the parties. Within ten (10) days of the selection of the Arbiter, Seller and Buyer shall deliver to Purchaser the Arbiter copies of any schedules or documentation that may reasonably be required by the Arbiter to make its determination. Each of Buyer and Seller shall be entitled to submit to the Arbiter a proposed allocation memorandum setting forth its position with respect to such arbitration. The Arbiter shall render a determination with respect to any Closing Valued Subsidiary at least five (5) days prior to Closing and in the case of any other Transferred Subsidiary, Purchased Asset or (to the extent applicable) any transfer or other transaction under any of the Ancillary Agreements as soon as reasonably possible (which for the avoidance of doubt may be following the Closing Date). In rendering its determination of the Purchase Price by country based on an estimate of Apportionment, the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller Arbiter shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared apply valuation principles in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereforarm’s-length principles. The determination of the Allocation Firm Arbiter shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm binding on all parties and shall be borne equally the conclusive Purchase Price Apportionment (the “Final Purchase Price Apportionment”) for purposes of this Agreement, and Buyer and Seller shall (or shall cause its Affiliates to) take all actions necessary to amend any Local Share Transfer Agreement, Local Asset Transfer Agreement or any similar document to be consistent with the Final Purchase Price Apportionment. The costs incurred in retaining the Arbiter shall be shared equally, fifty percent (50%) by Seller and Purchaser. The Estimated Allocation accepted fifty percent (50%) by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueBuyer. (bc) Except as otherwise provided in this AgreementEach of Seller, each of Seller Buyer and Purchaser and each of their respective Affiliates shall (x) be bound by the Purchase Price Apportionment (or Final Allocation Purchase Price Apportionment) for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall Taxes; (y) prepare and file, and cause their respective its Affiliates to prepare and file, their its Tax Returns on a basis consistent with the Purchase Price Apportionment (or Final Allocation. Except as otherwise provided in this AgreementPurchase Price Apportionment) and (z) take no position, none of Sellerand cause its Affiliates to take no position, Purchaser or their respective Affiliates shall take any position inconsistent with the Purchase Price Apportionment (or Final Allocation Purchase Price Apportionment) on any applicable Tax Return or in any Tax Return, in proceeding before any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Taxing Authority. If the Purchase Price Apportionment (or Final Purchase Price Apportionment) is disputed by any PartyTaxing Authority, or any Affiliate the party receiving notice of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party dispute shall promptly notify the other Partyparty hereto, and Seller and Purchaser Buyer agree to use their commercially reasonable best efforts to defend such Final Allocation Purchase Price Apportionment in any ActionContest. To the extent that the Purchase Price as finally determined pursuant to Section 2.10 may differ from the Closing Payment, the Purchase Price Apportionment (or Final Purchase Price Apportionment) shall be updated to reflect such difference in an appropriate and equitable manner consistent with the requirements of applicable Law to the maximum extent possible and as mutually agreed to by Seller and Buyer. For the avoidance of doubt, (i) the sum of the Purchase Price Apportionment shall not exceed the Purchase Price, and (ii) nothing in this Section 2.11 shall impact the Buyer’s ability to allocate purchase price among the assets of a Transferred Subsidiary for U.S. federal or state income tax purposes. (d) To the extent any Taxing Authority successfully disputes the applied Purchase Price Apportionment, each party is entitled to reflect such difference in an appropriate and equitable manner in its tax filings consistent with the requirement of applicable Law.

Purchase Price Allocation. (a) As soon as practicable but no later than 90 days after the date of this AgreementClosing Date, Seller Buyer shall prepare and deliver to Purchaser a proposed Sellers an allocation of the Base Purchase Price by country based on an estimate of the fair market values of (and all other capitalizable costs) among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Initial Allocation” and any revision thereto as provided hereunder, the “Purchase Price Allocation”). Subject Upon any adjustment to Section 6.04(a)the Base Purchase Price or the Assumed Liabilities pursuant to the terms of this Agreement or upon any Assumed Liability that was contingent becoming fixed and ascertainable, during capitalizable costs becoming fixed and ascertainable, or any purchase price adjustment due to indemnification, Buyer shall deliver to Sellers a proposed revision to the fifteen Purchase Price Allocation then in effect, which shall be consistent with the methodology used to prepare the Initial Allocation. Upon (15i) day period following Buyer’s delivery of the Estimated Initial Allocation or (ii) Buyer’s delivery of any proposed revision, Sellers shall have 10 business days to object to such proposed purchase price allocation. If the Sellers do not timely object, the proposed purchase price allocation shall become the Purchase Price Allocation. If the Sellers do timely object, Seller the Parties shall make its Representatives reasonably negotiate in good faith to resolve such objection promptly; provided, however, that, if the Parties fail to agree on a new Purchase Price Allocation within 30 days of Buyer’s notice of proposed revision, either Party may refer the proposed revision and timely available the objection to Purchaser, Xxxxxx Deloitte & Touche LLP (the “Audit Firm”) and their respective Representatives to discuss the Estimated resolution by such firm shall become the Purchase Price Allocation. The Estimated Allocation Parties shall be prepared each report the federal, state and local income and other tax consequences of the transactions contemplated by this Agreement (which for such purposes includes the Transaction Documents (as defined in accordance Section 3.4 below)) in a manner consistent with the principles Purchase Price Allocation, including the preparation and filing of Form 8594 under Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of 1986, as amended (or any successor form or successor provision of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt future tax law, or any comparable provision of the Estimated Allocationstate or local tax law), the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates federal, state and local income tax returns for the taxable year that includes the Closing Date and shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall not take any position inconsistent contrary thereto in connection with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionamended return.

Purchase Price Allocation. The Purchaser and Seller agree to allocate the Total Consideration and the Company’s liabilities (ato the extent properly taken into account for Tax purposes) As soon as practicable after among the date of this Agreement, Seller shall prepare Company’s assets (excluding the Excluded Business) and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of rights under the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared Restrictive Covenants in accordance with the principles of Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunderRegulations. Prior to the end date of such fifteen (15) day periodthis Agreement, the Purchaser may accept and Seller have agreed on the Estimated Allocation principles, assumptions and understandings to be used in preparing the proposed allocation report, which principles, assumptions and understandings are set forth on Schedule 1.2 hereto. A proposed allocation report shall be completed by delivering written notice to that effect Purchaser in good faith and delivered to Seller and Xxxxxx, in which case by Purchaser no later than one hundred twenty (120) days following the Estimated Allocation Closing. Purchaser shall be deemed the Final Allocation for all purposes hereunder when consider any good faith adjustments proposed by Seller to such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute proposed allocation report during the a period of thirty (30) day period following Sellerdays from the delivery of Purchaser’s receipt of proposed allocation report. Purchaser and Seller shall endeavor in good faith to reach final agreement on the Allocation Dispute Notice from allocation report. Any disputed items in Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution ’s proposed allocation report with respect to the Estimated Allocation within such fifteen which Seller and Purchaser are unable to agree after good faith negotiation for a period of thirty (1530) day period, then the Estimated Allocation days from when Seller proposes an adjustment in accordance with this Section 1.2 shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to referred for timely resolution by the Parties and Xxxxxx (Impartial Accounting Firm in accordance with the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be procedures set forth in writing and must set forth, in reasonable detail, the basis thereforSection 3.2. The determination of the Allocation Impartial Accounting Firm with respect to the disputed items shall be final conclusive and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by binding on Seller and Purchaser. The Estimated Allocation accepted If a Tax Return reflecting the transactions contemplated by this Agreement is required by Applicable Law to be filed or a payment made before the Parties and Xxxxxx Impartial Accounting Firm has resolved the disputed items (taking into account valid extensions of time within which to file, which shall be sought to the extent necessary to permit the resolution of disputed items), the Tax Return shall be filed or payment made as determined by the Allocation Firmfiling party, and shall be amended if necessary to reflect the determination of the Impartial Accounting Firm with respect to the disputed items. The proposed allocation report as agreed between Seller and Purchaser or as finally determined by the case may be, Impartial Accounting Firm shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueReport. (b) Except as otherwise provided in this Agreement, each of Seller and ” Purchaser and each of their respective Affiliates shall be bound by Seller agree to adjust the Final Allocation Report as appropriate to reflect any payment of Holdback Amounts to Seller. After the Closing, the parties to this Agreement shall make consistent use of the Final Allocation Report for all Tax purposes and in any and all filings, Tax Returns, declarations and reports under Section 1060 of determining the Code. In any Taxes Proceeding related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any PartyTax, receives notice from any Governmental Authority neither Purchaser nor Seller shall contend or represent that such Governmental Authority allocation is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionan incorrect allocation.

Purchase Price Allocation. (a) As soon as practicable after the date of this AgreementFor all Tax purposes, Seller shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of the fair market values of (plus any Assumed Liabilities that are treated as consideration for the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Assets) shall be allocated in the manner set forth in this Section 2.7 (together the “Estimated Price Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller Purchaser shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared prepare a proposed allocation in accordance a manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunderthereunder and shall deliver such proposal to Seller for its review and approval not later than forty five (45) Business Days after the Closing Date. Seller shall notify Purchaser of its agreement to such proposal or of any modifications it wishes to make to such proposed allocation. If Seller proposes any modifications, then Seller and Purchaser does not deliver written notice will attempt to reach agreement on the Price Allocation prior to the due date for the filing of IRS Form 8594. In the event that Purchaser and Seller are unable to agree on the Price Allocation prior to such due date, then each party will separately file an IRS Form 8594. In the event that Purchaser and Seller agree on the Price Allocation (i) 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 dispute timely filing required by applicable state or local Law, (an “Allocation Dispute Notice”ii) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated such Price Allocation shall be deemed the Final Allocation binding on Purchaser and Seller for all purposes hereunder. Prior to the end of such fifteen Tax reporting purposes, (15iii) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or Seller or any of their respective Affiliates shall take any position inconsistent with the Final such Price Allocation in connection with any Tax Returnproceeding, in any Tax refund claim, in any Action or otherwise unless except to the extent required by a final determination by an applicable Governmental Authority. If Law, and (iv) if any Party, or any Affiliate of any Party, receives notice from any Governmental Taxing Authority that disputes such Governmental Authority is disputing the Final Price Allocation, such Party the party receiving notice of the dispute shall promptly notify the other Partyparty hereto of such dispute, and Seller the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of such Price Allocation. (b) Any indemnification payment treated as an adjustment to the Total Consideration paid for the Purchased Assets under Article III hereof shall be reflected as an adjustment to the consideration allocated to a specific asset, if any, giving rise to the adjustment and Purchaser agree if any such adjustment does not relate to use their reasonable best efforts to defend a specific asset, such Final adjustment shall be allocated among the Purchased Assets in accordance with the Price Allocation method provided in any Actionthis Section 2.7.

Purchase Price Allocation. (a) As soon The Parties agree that the transactions contemplated hereby will be treated for federal income Tax purposes as practicable after a purchase and sale of the date assets of this Agreementthe Company. On or prior to Closing, Seller shall prepare and deliver provide to Purchaser Buyer a proposed schedule setting forth a proposal for an allocation of a portion of the Purchase Price by country based (including any assumed liabilities) among the classes of Company Assets on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared IRS Form 8594 in accordance with the principles of Section 1060 of the Code and the U.S. Treasury Regulations promulgated thereunderthereunder (the “Allocation”). If Purchaser does not deliver written notice of any dispute within thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt of Closing, Buyer notifies Seller in writing that Buyer objects to the Estimated allocation set forth in the Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of identifying in such fifteen (15) day periodwriting Buyer’s detailed objections, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Buyer and Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use commercially reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days thereafter. In the event that Buyer and Seller are unable to resolve such dispute within such fifteen (15) days, Buyer and Seller shall submit such disputed items for resolution to a mutually agreed internationally recognized national investment banking or accounting firm (“Resolution Firm”); which shall, within thirty (30) days after referral of the matter submission, report to Buyer and Seller its determination on such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefordisputed allocations. The determination of allocations determined by the Allocation Resolution Firm shall be final conclusive and bindingbinding upon Buyer and Seller. Each of Buyer and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, absent manifest error. Any fees payable except that all costs and expenses of the Resolution Firm relating to the Allocation Firm disputed allocations shall be borne equally by Seller Buyer and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueSeller. (b) Except as otherwise provided in If an adjustment is made to the Purchase Price pursuant to this Agreement, each the Allocation shall be adjusted accordingly in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller based solely on such adjustment. In the event that an agreement with respect to any adjustment is not reached within thirty (30) days after the Final Settlement Date, any disputed items shall be resolved in the manner described in Section 2.10(a). (c) Seller and Purchaser and each of their respective Affiliates Buyer shall be bound by report consistently with the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. in all Tax Returns, including IRS Form 8594, which Seller and Purchaser Buyer shall prepare and filetimely file with the IRS, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates neither Seller nor Buyer shall take any position in any such return that is inconsistent with the Final Allocation in any Tax ReturnAllocation, as adjusted, in any Tax refund claimeach case, in any Action or otherwise unless required to do so by a final determination by an applicable Governmental Authority. If any Partyas defined in Section 1313 of the Code, or any Affiliate otherwise with the written consent of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party. Not later than ten (10) days prior to the filing of their respective IRS Forms 8594 relating to this transaction, and Seller and Purchaser agree each Party shall deliver to use their reasonable best efforts to defend such Final Allocation in any Actionthe other Party a copy of its IRS Form 8594.

Purchase Price Allocation. (a) As soon The parties acknowledge and agree that the Purchase Price shall be allocated among the Transferred Assets in accordance with Schedule 1060 of the Internal Revenue Code of 1986, as practicable amended (the "Code") and as set forth in a written notice to the Seller promptly after the date final determination of this Agreementthe Financial Statements (the "Allocation Notice"). The parties shall not take any position for purposes of Federal, Seller shall prepare and deliver to Purchaser a proposed state or local income taxes respecting the allocation of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance which is inconsistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, allocation set forth in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueNotice. (b) Except If, as otherwise provided a result of any allocation in the Allocation Notice, Seller is required, pursuant to Section 1245 of the Code, to recapture depreciation taken by Seller with respect to depreciable assets included in the Transferred Assets, Buyer shall indemnify, and hold Seller harmless, on an after-tax basis, for the difference between the tax incurred by Seller with respect to the amount of such depreciation recapture on such assets at the ordinary income rate and the amount of such tax Seller would have incurred had such depreciation recapture amount been taxed at the long term capital gains rate, together with any interest or penalties thereon incurred by Seller as a result of (i) Buyer's failure to promptly pay to Seller amounts due pursuant to this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining Section 1.10 or (ii) any Taxes tax audit related to the transfer proper characterization of such allocation. (c) Seller may claim any amounts pursuant to this Section 1.10 at any time within fifteen days from delivery of the Purchased Assets. Seller and Purchaser shall prepare and fileAllocation Notice by delivery of written notice ("Adjustment Notice") to Buyer setting forth a reasonably detailed calculation of the amount claimed, and cause their respective Affiliates to prepare and file, their Tax Returns on together with a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none copy of Seller's tax returns on which such recapture income is reported. Buyer shall have fifteen days from delivery of the Adjustment Notice to raise any objection thereto by delivery of written notice setting forth such objections in reasonable detail. In the event that Buyer shall fail to deliver such written objections with such period, Purchaser or their respective Affiliates the calculation set forth in the Adjustment Notice shall take be deemed final and binding on the parties (unless the Internal Revenue Service, pursuant to a tax audit, shall reallocate any position inconsistent with allocation in the Final Allocation Notice) and Buyer shall thereupon promptly pay to Seller the amount set forth in the Adjustment Notice as directed therein. In the event that any Tax Returnsuch objections are delivered, Buyer and the Seller shall attempt, in any Tax refund claimgood faith, in any Action or otherwise unless required by to resolve such objections and if unable to do so within fifteen days from the delivery thereof, shall promptly appoint a mutually acceptable independent certified public accountant (who shall be the Independent Accountant, if one has been designated pursuant to Section 1.7 above) whose determination with respect to such objection will be final determination by an applicable Governmental Authorityand binding on the parties. If any Party, or any Affiliate The cost of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing accountant will be shared equally by Buyer and the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionSeller.

Purchase Price Allocation. (a) As soon as practicable after The Purchase Price, Assumed Liabilities and other relevant items shall be allocated among the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of the Assets in accordance with their fair market values of the Purchased Assets and, if required as reasonably determined by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Buyer and Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”). Buyer shall, within sixty (60) days following the Closing, initially prepare and deliver to Seller for its review and approval (i) the Allocation and (ii) a draft Internal Revenue Service Form 8594, Asset Acquisition Statement under Code Section 1060 (and any comparable forms required to be filed under state, local or foreign Tax Law) and any additional data or materials required to be attached to Form 8594 pursuant to the Treasury Regulations promulgated thereunderunder Code Section 1060 (the “Asset Allocation Statement”). If Purchaser Seller does not deliver written notice timely notify Buyer of any dispute objection to the Asset Allocation Statement, then it shall be deemed agreed to by Seller and the Asset Allocation Statement shall be conclusive and binding upon the Parties. In the event Seller reasonably objects to the manner in which the Asset Allocation Statement has been prepared, Seller shall notify Buyer within twenty-one (an “Allocation Dispute Notice”) within fifteen (1521) days after of receipt of the Estimated Allocation, the Estimated Asset Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end Statement of such fifteen objection, and the Parties shall endeavor in good faith to resolve such dispute within the next five (155) days. If the Parties are unable to resolve such dispute within said five (5) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Buyer and Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve submit such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, Ernst & Young LLP or another nationally-recognized independent accounting firm or valuation consulting firm reasonably mutually acceptable to the Parties and Xxxxxx (the “Allocation FirmIndependent Accountant”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen Promptly, but not later than ten (1510) days after referral its acceptance of appointment hereunder, the Independent Accountant shall determine (based solely on representations of Buyer and Seller and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the matter to such Asset Allocation Firm, which determination must Statement shall be in writing conclusive and must set forth, in reasonable detail, binding upon the basis thereforParties. The determination Fifty percent (50%) of the Allocation Firm shall be final costs and binding, absent manifest error. Any fees payable to expenses of the Allocation Firm Independent Accountant shall be borne equally by Seller Buyer, and Purchaserthe remainder of such costs and expenses shall be borne by Seller. The Estimated Parties agree (A) to file the final Asset Allocation accepted by Statement as well as any similar state or local form consistently with the Parties Allocation, in each case as agreed, and Xxxxxx (B) that neither Seller nor Buyer or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each any of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates direct or indirect owners shall take any a position inconsistent with the Final Allocation in on any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from before any Governmental Authority in connection with the examination of a Tax Return or in any judicial proceeding, that such Governmental Authority is disputing in any manner inconsistent with the Final terms of the Allocation, such Party shall promptly notify except as required by applicable Law. In recognition of the other Partyaggregate capital expenditures that have been incurred by Seller associated with the tangible property included within the existing Sherwood Gas Gathering and Compression System, the Parties agree that in no event will the value allocated to the existing Sherwood Gas Gathering and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionCompression System be less than $160,000,000.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation of the The Base Purchase Price by country based on an estimate of shall be allocated to the fair market values of Transferred Assets and to the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Transferred Equity Interests in accordance with Annex B (together the “Estimated First Level-Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared adjusted in accordance with the principles methodology set forth on Annex B for the apportionment of any adjustments to the Base Purchase Price under Section 1.10 (such allocation, as adjusted, the “Adjusted First-Level Allocation”). (b) Not later than ten (10) days after the final determination of the Final Statement (but in no event later than (30) days prior to the due date for the filing of IRS Forms 8023 with respect to the Transferred Entities in respect of which Section 338(h)(10) Elections as contemplated by Section 7.07(d) shall be made), the Purchaser shall provide the Seller with the Adjusted First-Level Allocation to the SWH Holdings Base Purchase Price (such allocation, the “Adjusted SWH Holdings Allocation”) and the AlphaCare Base Purchase Price (such allocation, the “Adjusted AlphaCare Allocation”) and a further allocation of the remainder of the Adjusted First-Level Allocation (plus the Assumed Liabilities and other relevant amounts to the extent treated as consideration for U.S. federal income tax purposes) (i) among the Transferred Assets, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute , (an “Allocation Dispute Notice”ii) within fifteen (15) days after receipt among the assets of the Estimated Transferred Entities in respect of which Section 338(h)(10) Elections as contemplated by Section 7.07(d) shall be made, in accordance with Section 338 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as applicable) and (iii) among the assets of The Management Group, LLC and MCC of Virginia, in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as applicable) (the allocations in clauses (i), (ii) and (iii), collectively, the “Adjusted Non-SWH Allocation”). (c) The Seller shall have the right to review and comment on the Adjusted SWH Holdings Allocation, the Estimated Adjusted AlphaCare Allocation shall be deemed and the Final Adjusted Non-SWH Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day periodcollectively, the Parties “Adjusted Allocations”), and Xxxxxx the Purchaser shall use consider any reasonable best efforts to resolve such dispute during comments of the thirty Seller in good faith received within ten (3010) day period following days of the Seller’s receipt of the Allocation Dispute Notice from Purchaserdraft Adjusted Allocations. If the Parties and Xxxxxx do not agree upon a final resolution with respect are unable to resolve any dispute regarding the Estimated Allocation Adjusted Allocations within such fifteen five (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (155) days after referral the Seller provides its comments, the Purchaser and the Seller shall each report the allocation of the matter Purchase Price in accordance with its own separate determination; provided, that, if the dispute relates only to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detailthe Adjusted Non-SWH Allocation, the basis therefor. The determination of Parties shall report consistently with the agreed Adjusted SWH Holdings Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final agreed Adjusted AlphaCare Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (bd) Except as otherwise provided in this Agreement, each of Seller and All Tax Returns (including IRS Forms 8594) filed by the Purchaser and each of the Seller shall be prepared and filed consistently with this Section 1.07. Neither the Seller nor the Purchaser shall, nor shall they permit their respective Affiliates shall be bound by the Final Allocation for purposes of determining to, file any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and fileTax Return or other document with, and cause their respective Affiliates to prepare and fileor make any statement or declaration to, their Tax Returns on a basis consistent any Taxing Authority that is inconsistent with the Final Allocation. Except this Section 1.07, except in each case as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate within the meaning of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing Section 1313(a) of the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionCode.

Purchase Price Allocation. Not later than sixty (a60) As soon as practicable days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser a proposed allocation Sellers copies of Form 8594 and any required exhibits thereto (the Purchase Price by country based on an estimate of "Asset Acquisition Statement") allocating the fair market values of purchase price (including the Assumed Liabilities) among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder. If Purchaser does not shall prepare and deliver written to Sellers 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, if any). Sellers shall have a period of ten (10) days after the delivery of the Asset Acquisition Statement or, if applicable, the last Revised Statement (the "Allocation Response Period") to present in writing to Purchaser notice of any dispute objections Sellers may have to the allocations set forth therein (an “"Allocation Dispute Objections Notice”) "). Unless Sellers object within such period, the Asset Allocation Statement or, if applicable, the last Revised Statement shall be binding on the parties. If Sellers shall raise any objections within the Allocation Response Period, Purchaser and Sellers shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt delivery of the Allocation Dispute Notice from Purchaser. If Objections Notice, then Purchaser shall submit the Parties and Xxxxxx do not agree upon Asset Acquisition Statement or, if applicable, the last Revised Statement, including modifications, if any, that Purchaser chooses to make as a final resolution result of its negotiations with respect Sellers, to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation Accountant for resolution by it. The disputed items shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute Accountant within fifteen (15) days after referral of the matter following such failure to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereforagree. The determination of the Allocation Firm Accountant shall be final and bindingbinding on the parties and shall not be subject to appeal. The Accountant shall resolve the dispute by selecting the proposed allocation submitted by either Purchaser or Sellers which in the sole judgment of the Accountant most accurately allocates the purchase price and the Assumed Liabilities among the Purchased Assets in accordance with their relative fair market values, absent manifest errorbut not by choosing any other formulation. Any The Accountant shall render such decision and report to Purchaser and Sellers in writing, specifying the reasons for its decision in reasonable detail, not later than thirty (30) days after the item has been referred to it. The costs, fees payable to and expenses of the Allocation Firm Accountant shall be borne equally by Seller Sellers and Purchaser. The Estimated Allocation accepted by purchase price for the Parties and Xxxxxx or determined by Purchased Assets shall be allocated in accordance with the Allocation FirmAsset Acquisition Statement or, if applicable, the last Revised Statements, as the case may befinally determined, and all income Tax Returns and reports filed by Purchaser and Sellers shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueprepared consistently with such allocation. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Action.

Purchase Price Allocation. Within ninety (a90) As soon as practicable days after the date of this AgreementClosing Date, Seller Buyer shall prepare and deliver cause to Purchaser be delivered to Seller a proposed draft allocation of the Purchase Price by country based on an estimate of consideration delivered pursuant to this Agreement (and all other capitalized costs) among the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice issued thereunder (and any similar provision of any dispute (an “Allocation Dispute Notice”state, local or other applicable law, as appropriate) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Draft Allocation FirmSchedule”). The Buyer will give Seller reasonable opportunity to review and comment on the Draft Allocation Firm shall Schedule, and the final allocation will be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by as mutually agreed between Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation FirmBuyer (such agreed allocation, as the case may be, shall be the “Final AllocationAllocation Schedule”). The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this AgreementSeller, each of Seller Buyer and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining report and file any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis (including IRS Form 8594) in all respects and for all purposes consistent with the Final AllocationAllocation Schedule. Except Seller and Buyer shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as otherwise provided in this Agreement, none of Seller, Purchaser the other Party shall reasonably request to prepare the Draft Allocation Schedule or their respective Affiliates Final Allocation Schedule. Neither Buyer nor Seller shall take any position (whether on any Tax Returns, in any Tax proceeding, or otherwise) that is inconsistent with the Final Allocation Schedule, unless required to do so by applicable Legal Requirements. If the Parties cannot agree on such allocation, the Parties shall use commercially reasonable efforts to resolve any disputes, but if a final resolution is not reached within thirty (30) days following the delivery of the Draft Allocation Schedule to Buyer, notwithstanding any provision to the contrary contained in this Agreement, then the Independent Accounting Firm shall review the Parties’ proposed allocations and, acting as an expert and not as an arbitrator, shall as promptly as practicable (and in any Tax Returnevent within thirty (30) days following submission of the matter to the Independent Accounting Firm for resolution) decide the proper allocation of the Purchase Price among the Assets. Such decision of the Independent Accounting Firm shall be conclusive and binding as among the Parties, and the costs of such review shall be borne by Seller, on one hand, and Buyer, on the other hand, in any Tax refund claimproportion to the relevant dollar amount each of Seller’s proposed allocation, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Partyon the one hand, or any Affiliate of any PartyBuyer’s proposed allocation, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify on the other Partyhand, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionhas been modified.

Purchase Price Allocation. (a) As soon as practicable No later than forty-five (45) calendar days after the date of this AgreementEffective Date, (i) the Attractions Purchaser shall provide each U.S. Attractions Asset Seller shall prepare and deliver to Purchaser a proposed separate draft IRS Form 8594 setting forth an allocation of the Purchase Price by country based on an estimate portion of the fair market values Attractions Purchaser Closing Consideration (and any other relevant items) paid to that applicable U.S. Attractions Asset Seller among the classes of assets of that U.S. Attractions Asset Seller, (ii) the Attractions Purchaser shall provide the Company a draft IRS Form 8594 setting forth an allocation of the Purchased Assets andportion of the Attractions Purchaser Closing Consideration (and any other relevant items) paid to the Equity Sellers in the aggregate among the classes of assets of the Equity Sellers, if required by applicable Law, (iii) each U.S. Ski Asset Seller shall provide the Ski Purchaser a separate draft IRS Form 8594 setting forth an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocationportion of the Ski Purchaser Closing Consideration (and any other relevant items) paid to that applicable U.S. Ski Asset Seller among the classes of assets of that U.S. Ski Asset Seller, Seller and (iv) the Company shall make its Representatives reasonably provide the Ski Purchaser a draft IRS Form 8594 setting forth an allocation of the portion of the Ski Purchaser Closing Consideration (and timely available any other relevant items) paid to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated AllocationEquity Sellers in the aggregate among the classes of assets of the Equity Sellers. The Estimated Allocation All such proposed allocations shall be prepared made in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt The Company, the Asset Sellers and the Attractions Purchasers shall work in good faith to agree to the relative fair market values of the Estimated Allocationcategories of assets as referenced in clauses (i) and (ii) above for a forty-five (45) calendar day period. The Company, the Estimated Allocation Asset Sellers and the Ski Purchaser shall be deemed the Final Allocation for all purposes hereunder. Prior work in good faith to agree to the end relative fair market values of the categories of assets as referenced in clauses (iii) and (iv) above for a forty-five (45) calendar day period. If the Parties are able to agree to the relative values of each category of assets, each Party shall file its IRS Form 8594 consistent with the agreed upon allocation, with any differences in the estimated purchase price and the final purchase price (as determined for U.S. federal Income Tax purposes) being allocated to the categories of assets in proportion to their relative fair market values in the agreed upon allocation, and each Party shall take all positions for Tax purposes consistent therewith. With respect to the allocations described in clauses (i) and (ii) of this Section 3.4, if the Attractions Purchaser and the Company and the Asset Sellers cannot mutually agree to such fifteen allocation within the forty-five (1545) calendar day period, Purchaser may accept (A) the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation dispute shall be deemed referred to a nationally recognized independent accounting firm, as mutually agreed upon by the Final Allocation for all purposes hereunder when such notice is given. If Attractions Purchaser delivers an Allocation Dispute Notice within such fifteen and the Company, which shall make a determination no later than forty-five (1545) day period, calendar days after submission of the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the (but in no event later than thirty (30) day period following Seller’s receipt calendar days before the earliest of the Allocation Dispute Notice from Purchaserrespective due dates for the Income Tax Returns of the Parties as to which such allocations are relevant) and whose determination shall be binding on the Parties, and (B) the Attractions Purchaser shall pay fifty percent (50%) and the Company shall pay fifty percent (50%) of any fees and expenses of such nationally recognized independent accounting firm. If With respect to the allocations described in clauses (iii) and (iv) of this Section 3.4, if the Ski Purchaser and the Company and Asset Sellers cannot mutually agree to such allocation within the forty-five (45) calendar day period, (A) the dispute shall be referred to a nationally recognized independent accounting firm, as mutually agreed upon by the Ski Purchaser and the Company, which shall make a determination no later than forty-five (45) calendar days after submission of the dispute (but in no event later than thirty (30) calendar days before the earliest of the respective due dates for the Income Tax Returns of the Parties as to which such allocations are relevant) and whose determination shall be binding on the Parties and Xxxxxx do not agree upon (B) the Ski Purchaser shall pay fifty percent (50%) and the Company shall pay fifty percent (50%) of any fees and expenses of such nationally recognized independent accounting firm. Each Party required to file an IRS Form 8594 shall send a final resolution copy of such filed form within ten (10) calendar days after filing to each other Party required to file such form with respect to the Estimated Allocation within assets covered by such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueform. (b) Except No later than forty-five (45) calendar days after the Effective Date, the Company and each Canadian Asset Seller shall provide the Canadian Purchaser with a proposed schedule setting forth an allocation of the Jersey Canadian Assets and the ULC Canadian Assets. The Company, each Canadian Asset Seller and the Canadian Purchaser shall work in good faith to agree to the relative fair market values of the categories of assets as otherwise provided referenced above for a forty-five (45) calendar day period. If the Parties are able to agree to the relative values of each category of assets, each Party shall take all positions for Tax purposes consistent therewith with any differences in the estimated purchase price and the final purchase price (as determined for Income Tax purposes) being allocated to the categories of assets in proportion to their relative fair market values in the agreed upon allocation. With respect to the allocations described in this AgreementSection 3.4(b), each of Seller if the Company, the Canadian Asset Sellers and the Canadian Purchaser and each of their respective Affiliates cannot mutually agree to such allocation within the forty-five (45) calendar day period, (A) the dispute shall be bound referred to a nationally recognized independent accounting firm, as mutually agreed upon by the Final Allocation for purposes of determining any Taxes related to the transfer Parties, which shall make a determination no later than forty-five (45) calendar days after submission of the Purchased dispute (but in no event later than thirty (30) calendar days before the earliest of the respective due dates for the Income Tax Returns of the Parties as to which such allocations are relevant) and whose determination shall be binding on the Parties and (B) the Canadian Purchaser shall pay fifty percent (50%) and the Canadian Asset Sellers shall pay fifty percent (50%) of any fees and expenses of such nationally recognized independent accounting firm. (c) No later than ten (10) calendar days after the final allocations are completed in accordance with Section 3.4(a)(i) through (iv) (but in no event later than fifteen (15) calendar days before Closing), the Parties shall work in good faith to agree to a further allocation of (i) the Ski Purchaser Closing Consideration among the real and personal property comprising the Ski Assets and (ii) the Attractions Purchaser Closing Consideration among the real and personal property comprising the Attractions Assets. Seller Such allocation among such real and Purchaser personal property shall prepare be used solely for Title and file, transfer tax purposes and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such no Party shall promptly notify the other Party, and Seller and Purchaser be required to agree to use their any allocation which in its reasonable best efforts belief would result in its failure to defend such Final Allocation in any Actionqualify as a REIT.

Purchase Price Allocation. (ai) As soon The Parties agree to allocate the Purchase Price among the Transferred Entities, and with respect to each Transferred Entity among its assets, for all Tax purposes in accordance with this Section 6.5(d). None of the Seller Parties or the Buyer Parties (nor any of their respective Affiliates (including in the case of the Buyer Parties following the Closing, the Transferred Entities)) shall file any Tax Return or take a position with a Government Entity that is inconsistent with the allocation as practicable determined below (the “Allocation”), including any amendments, except as provided in a “determination” (within the meaning of Section 1313(a) of the Code or any similar state, local or foreign Tax provision). (ii) Buyer Ultimate Parent shall present a draft of the allocation (the “Proposed Allocation”) to Seller Parent for review within 90 days after the date hereof. Except as provided in subparagraphs (A) and (B) below, at the close of this Agreementbusiness on the date of Closing, the Proposed Allocation shall become binding upon the Parties and shall be the Allocation. (A) Seller Parent shall prepare and deliver consent to Purchaser a proposed allocation the Proposed Allocation, or raise any objection to the Proposed Allocation, in writing within 30 days of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Proposed Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 If Seller Parent presents an objection to any part of the Code Proposed Allocation within such time period, Buyer Ultimate Parent and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice Seller Parent shall negotiate in good faith to resolve any such objection within 30 days after delivery of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days such objection by Seller Parent. If, after receipt consideration of such objections of Seller Parent, Buyer Ultimate Parent and Seller Parent reach written agreement amending the Estimated Proposed Allocation, the Estimated Allocation Proposed Allocation, as amended by such written agreement, shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, become binding upon the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during their Affiliates (including, in the thirty (30) day period following Seller’s receipt case of the Allocation Dispute Notice from Purchaser. Buyer Parties following the Closing, the Transferred Entities) and shall be the Allocation. (B) If the Parties Buyer Ultimate Parent and Xxxxxx do Seller Parent cannot agree upon a final resolution resolve any objection raised by Seller Parent with respect to the Estimated Proposed Allocation within such fifteen the 30-day time limit set forth in paragraph (15) day periodA), then the Estimated Allocation parties shall be submitted immediately promptly submit the item to an a mutually acceptable internationally recognized, independent recognized appraisal accounting or valuation law firm reasonably acceptable for final resolution, such resolution to be reflected in the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (bC) Except as otherwise provided in this AgreementSubject to the foregoing paragraphs (A) and (B), the Cash Purchase Price and the Equity Consideration shall be allocated to each of Seller and Purchaser and each of their respective Affiliates the Transferred Entities in a manner consistent with (A) foregoing paragraphs or (B) hereof, a Schedule which shall be bound prepared by the Final Allocation Buyer Ultimate Parent and furnished to Seller Parent for purposes of determining any Taxes related to the transfer Seller Parent’s consent within 15 days following final resolution of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocationallocation hereunder, such Party shall promptly notify the other Party, and consent by Seller and Purchaser agree Parent not to use their reasonable best efforts to defend such Final Allocation in any Actionbe unreasonably withheld.

Purchase Price Allocation. (a) As soon as practicable Within 60 days after the date of this Agreementhereof, Buyer shall provide to Seller shall prepare and deliver to Purchaser a proposed allocation of the draft Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject intended to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance comply with the principles requirements of Section 1060 of the Code (and which shall include allocations for the Treasury Regulations promulgated thereunderNoncompetition Agreement and any other agreements described in line 6 of Internal Revenue Service Form 8594) (the "Purchase Price Allocation") for Seller's consent, not to be unreasonably withheld. If Purchaser Seller does not deliver written notice of consent to the draft Purchase Price Allocation, Seller shall propose to Buyer any dispute (an “changes in the draft Purchase Price Allocation Dispute Notice”) within fifteen (15) 60 days after receipt of the Estimated Allocationreceipt thereof. In the event that no such changes are proposed in writing to Buyer within such time, the Estimated Allocation Seller shall be deemed the Final Allocation for all purposes hereunder. Prior to have agreed to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is givenPurchase Price Allocation. If Purchaser delivers an Allocation Dispute Notice within any such fifteen (15) day periodchanges are proposed, the Parties Buyer and Xxxxxx Seller shall negotiate in good faith and shall use reasonable their best efforts to resolve such dispute during agree upon the thirty (30) day period following Seller’s receipt Purchase Price Allocation. In the event that Buyer and Seller are unable to reach an agreement within 180 days of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day periodClosing Date, then the Estimated Allocation disputed items shall be submitted immediately to resolved within the next 30 days by an internationally recognized, independent accounting firm, or a nationally recognized valuation firm reasonably firm, in each case, that is mutually acceptable to the Parties both parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any whose fees payable to the Allocation Firm shall be borne equally by Seller Buyer and PurchaserSeller. The Estimated Allocation accepted Such determination by the Parties accounting or valuation firm shall be binding on the parties and Xxxxxx or determined shall be based solely upon written submissions by Buyer and Seller, and not upon any independent investigation by the accounting or valuation firm. If the parties have not reached an agreement with respect to the Purchase Price Allocation Firmand the accounting or valuation firm has not reached a determination with respect to the disputed items by the latest date (taking into account all permissible extensions) on which one of the parties to this Agreement is required to file a Tax Return for which the Purchase Price Allocation is needed or relevant, as the case may be, such party shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller entitled to file such Tax Return and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining take any Taxes related reasonable position with respect to the transfer allocation of the Purchased Assets. Seller and Purchaser shall prepare and filepurchase price; provided however, and cause their respective Affiliates that upon final agreement regarding the Purchase Price Allocation, such party shall, if necessary to prepare and file, their Tax Returns on a basis be consistent with the Final final agreed-upon Purchase Price Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser file an amended Tax Return (or their respective Affiliates shall take any position inconsistent with make a hold-for-audit adjustment to the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a ) to reflect the final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Purchase Price Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Action.

Purchase Price Allocation. a. The Preliminary Purchase Price, including any Assumed Liabilities that, for income Tax purposes, are properly included therein, shall be allocated among the Sold Entities, the Sold JV Shares, the Sold Assets and the Assumed Contracts. b. At the Signing Date, the Parties have ultimately agreed on an allocation of the Base Purchase Price as set forth in Schedule 7.2(b) (a) the “Base Purchase Price Allocation”). c. As soon as practicable after the date of this AgreementClosing Date, based on the final and binding Closing Date Certificate and taking into account any valuation requirements in China, Seller shall prepare and deliver submit to Purchaser a proposed proposal for a final allocation of the Purchase Price by country based which shall become final and binding on an estimate of the fair market values of the Purchased Assets andParties, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute object within thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt of the Estimated Allocationproposal by Purchaser in a form as set forth accordingly in Sections 8.6 and 8.7; provided, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior however that if any adjustment to the end Base Purchase Price Allocation is required as a result of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, valuations in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day periodChina, the Parties and Xxxxxx shall use reasonable best efforts in good faith adjust the Final Purchase Price Allocation to resolve reflect such dispute during valuation; provided, further, that if the thirty Parties are unable to agree on such adjustment within sixty (3060) day period following Sellerdays after the receipt by Seller of Purchaser’s receipt objection, the required adjustment shall be made proportionately in accordance with the allocation of the Purchase Price in the Base Purchase Price Allocation Dispute Notice from Purchaser(other than to the Sold JV Entities). If the Parties and Xxxxxx do cannot agree upon a final resolution with respect to on the Estimated Allocation purchase price allocation within such fifteen sixty (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (1560) days after referral the receipt by Seller of Purchaser’s objection, the Parties shall jointly retain a neutral auditor to determine the allocation of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detailPurchase Price among the Sold Entities, the basis therefor. The determination of Sold JV Shares, the Allocation Firm Sold Assets and the Assumed Contracts consistent with the arm’s length principle which shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by binding on the Parties pursuant to Section 319 of the German Civil Code (Bürgerliches Gesetzbuch), except for cases of fraud (any final and Xxxxxx or determined by the Allocation Firmbinding purchase price allocation, as the case may be, shall be the “Final Purchase Price Allocation”). Such neutral auditor shall be equal to the Neutral Auditor and shall be appointed as set forth in Section 8.8. Section 8.8 sentences 3 through 9 (last sentence of Section 8.8) shall apply accordingly. d. The Final Purchase Price Allocation shall be done at arm’s length based upon a good faith determination of fair market value. used to make (bi) Except as otherwise provided the necessary determinations for VAT purposes pursuant to Section 12.3 and (ii) the purchase price allocations necessary for statutory accounting and Tax purposes. The Parties agree to report the transactions contemplated hereby for any Tax purposes in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by accordance with the Final Purchase Price Allocation. Within twenty (20) days after the Final Purchase Price Allocation for purposes is determined, Seller shall send to Purchaser a draft of determining any Taxes related to the transfer Internal Revenue Service Form 8594 containing Seller’s allocation, under United States Internal Revenue Code (“IRC”) section 1060, of the Purchased Purchase Price among the Sold Assets. Seller and Purchaser shall prepare and file, Sold Shares, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis Sold JV Shares (which allocation will be consistent with the Final Purchase Price Allocation). Except as otherwise provided in this Agreement, none Within twenty (20) days after receipt of Sellersuch draft Form 8594, Purchaser or their respective Affiliates shall take will notify Seller whether it has any position inconsistent with the Final Allocation in any Tax Returnproposed revisions to such Form and, in any Tax refund claimthe event of such disagreement, in any Action or otherwise unless required by the Parties will make a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that good faith attempt to resolve such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actiondispute.

Purchase Price Allocation. (a) As soon as practicable No later than sixty (60) days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser Seller a proposed allocation of the Base Purchase Price by country based on an estimate and any other amounts treated as consideration for Tax purposes (the “Aggregate Base Purchase Price”) among the assets of the fair market values of the Purchased Assets andTransferred Entities (and any other assets that, if required for Tax purposes, are treated as assets purchased by applicable Law, an allocation by asset category within Purchaser pursuant to this Agreement and any Ancillary Agreement) determined in a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance manner that is consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder and any other relevant provisions of applicable Tax Law (“Purchaser’s Allocation”). If Purchaser does not deliver written notice of any dispute Seller disagrees with Purchaser’s Allocation, Seller may, within thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt delivery of the Estimated Purchaser’s Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering deliver a written notice to that effect Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s Allocation Notice”). If Seller’s Allocation Notice is duly and timely delivered, Seller and XxxxxxPurchaser shall, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period 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 Aggregate Base Purchase Price. If Seller provides Purchaser with the Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen thirty (1530) day period, then Seller and Purchaser shall cooperate in good faith to resolve any such disagreement. If the Estimated parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable binding on the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant to the Parties decision of the Independent Accounting Firm shall incorporate, reflect and Xxxxxx be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation, 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 Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation FirmAllocation”). The Allocation Firm , shall be requested to render a determination of conclusive and binding on the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, parties hereto absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation FirmAllocation, as the case may beif any, shall be adjusted, as necessary, to reflect any difference between the “Aggregate Base Purchase Price and the Final Allocation”Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). The Final Allocation Any such adjustment shall be done at arm’s length based upon a good faith determination of fair market valueallocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Except as otherwise provided in this Agreement, each of Neither Seller and nor Purchaser shall (and each of their respective shall cause its Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall not to) take any position inconsistent with the Final Allocation on any Tax Return or in any Tax ReturnProceeding or otherwise; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any Tax refund claim, in proposed deficiency or adjustment by any Action taxing authority based upon or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate arising out of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party and neither Purchaser nor Seller shall promptly notify be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionAllocation.

Purchase Price Allocation. Not later than sixty (a60) As soon as practicable days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser a proposed allocation Sellers copies of Form 8594 and any required exhibits thereto (collectively, the “Asset Allocation Statement”) allocating the Adjusted Purchase Price by country based on an estimate of the fair market values of (including Assumed Liabilities) among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated regulations thereunder. If Sellers shall have a period of ten (10) days after delivery of the Asset Acquisition Statement (the “Allocation Response Period”) to present in writing to Purchaser does not deliver written notice of any dispute objections Sellers may have to the allocations set forth therein (an “Allocation Dispute Objection Notice”). Unless Sellers object within such ten (10) day period, the Asset Allocation Statement shall be binding on the parties. If Sellers shall raise any objections within the Allocation Response Period, Purchaser and Sellers shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after receipt the delivery of the Estimated AllocationAllocation Objection Notice, then the Estimated parties shall submit the Asset Allocation Statement and the Allocation Objection Notice to an independent accountant for resolution. Such accountant shall be deemed resolve the Final Allocation for all purposes hereunder. Prior to dispute by selecting the end proposed allocation submitted by either Purchaser or Sellers which in the sole judgment of such fifteen (15) day periodaccountant most accurately allocates the Adjusted Purchase Price and the Assumed Liabilities among the Purchased Assets in accordance with their relative fair market values, but not by choosing any other formulation. Such accountant shall render such decision and report to Purchaser may accept and Sellers in writing, specifying the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxxreason for its decision in reasonable detail, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the not later than thirty (30) day period following Seller’s receipt days after the item has been referred to it. The costs, fees and expenses of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm accountant shall be borne equally by Seller Purchaser and PurchaserSellers. The Estimated Adjusted Purchase Price shall be allocated in accordance with the Asset Allocation accepted by the Parties and Xxxxxx or determined by the Allocation FirmStatement, as the case may befinally determined, and all income tax returns and reports filed by Purchaser and Sellers shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueprepared consistently with such allocation. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Action.

Purchase Price Allocation. (ai) As soon as practicable For all Tax purposes, no later than one hundred and twenty (120) days after the date of this AgreementFinal Purchase Price is finally determined hereunder, Seller Purchaser shall prepare and deliver to Purchaser Seller a proposed allocation of the Final Purchase Price by country based on an estimate (and any amounts treated as part of the fair market values of consideration for the Purchased Assets and, if required by Shares and the IP Seller IP for applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(aTax purposes), during the fifteen (15) day period following delivery of the Estimated Allocationwhich allocation shall incorporate, Seller shall make its Representatives reasonably reflect and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance consistent with the principles of Section Transaction Tax Treatment, and be determined in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (the “Purchaser’s Draft Allocation”). Purchaser’s Draft Allocation shall include the amount allocated to the IP Seller IP. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Seller disagrees with Purchaser’s Draft Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day periodSeller may, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following days after delivery of Purchaser’s Draft Allocation, deliver a notice (the “Seller’s receipt Allocation Notice”) to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation of the Allocation Dispute Notice from PurchaserFinal Purchase Price (and other relevant amounts). If the Parties Seller’s Allocation Notice is duly delivered, Purchaser and Xxxxxx do not agree upon a final resolution with respect Seller shall, during the twenty (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 Final Purchase Price (and other relevant amounts). If Purchaser and Seller are unable to reach such agreement, any such disputed items or amounts shall be resolved by the Settlement Accountant pursuant to the Estimated procedures set forth in Section 2.4(e), applied mutatis mutandis; provided that any such allocation shall incorporate, reflect and be consistent with the Transaction Tax Treatment. The allocation of the Final Purchase Price (and other relevant amounts) as prepared by Purchaser if no Seller’s Allocation within such fifteen Notice has been timely delivered, as adjusted pursuant to any agreement reached by Purchaser and Seller, or as finally determined by the Settlement Accountant, as applicable (15) day periodthe “Allocation”), then the Estimated shall be conclusive and binding on all parties. The Allocation shall be submitted immediately adjusted, as necessary, to an internationally recognized, independent accounting or valuation firm reasonably acceptable reflect any subsequent payments treated as adjustments to the Parties and Xxxxxx (the “Allocation Firm”)Final Purchase Price. The Allocation Firm Any such adjustment shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firmallocated, which determination must be in writing and must set forthconsistent with this Section 8.1(e)(i), in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx asset, assets, share or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueshares (if any) to which such adjustment is attributable. (bii) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of Seller shall (and shall cause their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall to) (A) prepare and file, and cause their respective Affiliates to prepare and file, their file all Tax Returns on (including the Section 338(h)(10) Forms), in a basis manner consistent with the Final Allocation. Except as otherwise provided in this AgreementTransaction Tax Treatment, none of Seller, Purchaser or their respective Affiliates shall the Section 338(h)(10) Election and the Allocation and (B) not take any position inconsistent with the Final Allocation in therewith on any Tax Return, in connection with any Tax refund claimProceeding or otherwise, in any Action or each case, except to the extent otherwise unless required by pursuant to a final determination by an applicable Governmental Authority. If any Party, “determination” within the meaning of Section 1313(a) of the Code (or any Affiliate similar provision of any Partyapplicable state, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionlocal or non-U.S. law).

Purchase Price Allocation. No later than sixty (a60) As soon as practicable days after the date of this Agreementon which the Purchase Price is finally determined pursuant to Section 2.9, Seller Buyer shall prepare and deliver to Purchaser HD Supply a proposed allocation of the Purchase Price by country based on an estimate (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes (including the Assumed Liabilities) among the Purchased Company Equity Interests and Purchased Assets as of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Closing Date (together the “Estimated Buyer’s Allocation”). Subject If HD Supply disagrees with Buyer’s Allocation, HD Supply may, within thirty (30) days after delivery of Buyer’s Allocation, deliver a notice (the “HD Supply Allocation Notice”) to Section 6.04(a)Buyer to such effect, specifying those items as to which HD Supply disagrees and setting forth HD Supply’s proposed allocation. If the HD Supply Allocation Notice is duly delivered, HD Supply and Buyer shall, during the fifteen twenty (1520) day period days following delivery such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Estimated Allocation, Seller shall make its Representatives reasonably Purchase Price (as finally determined pursuant to Section 2.9) and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss any other items that are treated as additional consideration for Tax purposes (including the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderAssumed Liabilities). If Purchaser does not deliver written notice of HD Supply and Buyer are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any dispute (an “Allocation Dispute Notice”) remaining disputes within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunderdays. Prior All fees and expenses relating to the end of such fifteen (15) day periodwork, Purchaser may accept if any, to be performed by the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Independent Accounting Firm shall be borne equally by Seller Buyer, on the one hand, and Purchaser. The Estimated Allocation accepted HD Supply, on the other hand, in the same proportion that the aggregate amount of disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by the Parties and Xxxxxx or each such Party (as finally determined by the Allocation Independent Accounting Firm) bears to the total amount of disputed items so submitted. The allocation, as prepared by Buyer if no HD Supply Allocation Notice has been timely given, or, if a HD Supply Allocation Notice has been timely given, as adjusted pursuant to any agreement between HD Supply and Buyer or as determined by the case may beIndependent Accounting Firm (the “Allocation”), shall be conclusive and binding on the “Final Allocation”Parties hereto. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this AgreementNo Seller, each any Affiliate of Seller and Purchaser or Buyer shall (and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall not to) take any position inconsistent with the Final Allocation on any Tax Return or in any Tax ReturnProceeding, in any Tax refund claimeach case, in any Action or except to the extent otherwise unless required by pursuant to a final determination by an applicable Governmental Authority. If any Party, “determination” within the meaning of Section 1313(a) of the Code (or any Affiliate analogous provision of any Partystate, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionlocal or foreign law).

Purchase Price Allocation. (a) As soon as practicable after The Xxxxxx Contribution Consideration, the date of this Agreement, Seller TGG Assumed Liabilities and other relevant items shall prepare and deliver to Purchaser a proposed allocation of be allocated among the Purchase Price by country based on an estimate of the Contributed Assets in accordance with their fair market values of the Purchased Assets and, if required as reasonably determined by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably Marlin GP and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared Azure in accordance with the principles of Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”). Marlin GP shall, within sixty days following the Closing, initially prepare and deliver to the Conflicts Committee and Azure for their respective review and approval (a) the Allocation and (b) a draft Internal Revenue Service Form 8594, Asset Acquisition Statement under Code Section 1060 (and any comparable forms required to be filed under state, local or foreign Tax Law) and any additional data or materials required to be attached to Form 8594 pursuant to the Treasury Regulations promulgated thereunderunder Code Section 1060 (the “Asset Allocation Statement”). If Purchaser Azure or the Conflicts Committee does not deliver written notice timely notify Marlin GP of any dispute (an “objection to the Asset Allocation Dispute Notice”) Statement, then it shall be deemed agreed to by Azure and the Asset Allocation Statement shall be conclusive and binding upon the Azure and the Xxxxxx Parties. In the event Azure reasonably objects to the manner in which the Asset Allocation Statement has been prepared, Azure shall notify Marlin GP and the Conflicts Committee within fifteen (15) twenty-one days after of receipt of the Estimated AllocationAsset Allocation Statement of such objection, and Marlin GP, the Estimated Allocation Conflicts Committee and Azure shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, endeavor in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts good faith to resolve such dispute during within the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchasernext ten days. If the Parties and Xxxxxx do not agree upon a final resolution with respect are unable to the Estimated Allocation resolve such dispute within such fifteen (15) said ten day period, then Marlin GP and Azure shall submit such dispute to the Estimated Independent Accountant. Promptly, but not later than ten days after its acceptance of appointment hereunder, the Independent Accountant shall determine (based solely on representations of Marlin GP and Azure and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the Asset Allocation Statement shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to conclusive and binding upon the Xxxxxx Parties and Xxxxxx Azure. Fifty percent (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination 50%) of the applicable dispute within fifteen (15) days after referral costs and expenses of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm Independent Accountant shall be borne equally by Seller Xxxxxx, and Purchaserthe remainder of such costs and expenses shall be borne by Azure. The Estimated Allocation accepted by the Xxxxxx Parties and Xxxxxx Azure agree (i) to file the final Asset Allocation Statement as well as any similar state or determined by local form consistently with the Allocation FirmAllocation, in each case as the case may beagreed, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. and (bii) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each that neither Marlin GP nor Azure or any of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates direct or indirect owners shall take any a position inconsistent with the Final Allocation in on any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from before any Governmental Authority in connection with the examination of a Tax Return or in any judicial proceeding, that such Governmental Authority is disputing in any manner inconsistent with the Final terms of the Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionexcept as required by applicable Law.

Purchase Price Allocation. (a) As soon as practicable after the date of this AgreementFor all Tax purposes, Seller shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of (plus any Assumed Liabilities that are treated as consideration for the fair market values of Transferred Assets for federal income tax purposes) that is allocated to the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available be allocated among the Transferred Assets that are transferred by the Seller pursuant to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared this Agreement in accordance a manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder. If Purchaser does not deliver written notice The Buyer shall be responsible for the preparation of any dispute an allocation of the Purchase Price among the Transferred Assets that are transferred to the Buyer. Within ninety (an “Allocation Dispute Notice”) within fifteen (1590) days after receipt of the Estimated AllocationClosing Date, the Estimated Buyer shall forward the proposed Purchase Price allocation and a draft IRS Form 8594 to the Seller for review and approval, which approval shall not be unreasonably withheld, conditioned or delayed (such amount as finally determined pursuant to this Section 2.10(a), the “Price Allocation”). If the Seller agrees in writing with the Price Allocation or fails to object in writing to the Price Allocation within twenty (20) Business Days following receipt thereof from the Buyer, the Price Allocation shall be deemed conclusive and binding upon the Final Allocation Buyer and the Seller for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from PurchaserTax purposes. If the Parties and Xxxxxx do not parties are unable to agree upon a final on the Price Allocation after good faith consultation, the matters in dispute shall be referred for resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Independent Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm expense shall be borne equally by Seller the Seller, on the one hand, and Purchaserthe Buyer, on the other hand. The Estimated Allocation accepted by Independent Accounting Firm shall resolve any disputed matters as promptly as practicable, and the Parties and Xxxxxx or determined by the Allocation Independent Accounting Firm, as the case may be, ’s decision with respect to any such matter shall be conclusive and binding on the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueBuyer, the Seller, and their respective Affiliates for applicable Tax purposes. (b) Except as otherwise provided in Each party agrees to timely file any form required to be filed by applicable Law reflecting the Price Allocation (including IRS Form 8594). The Price Allocation made pursuant to this Agreement, each of Seller and Purchaser and each of their respective Affiliates Section shall be bound by binding on the Final Allocation Buyer and the Seller for purposes of determining any Taxes related to all Tax reporting purposes. Neither the transfer of Buyer nor the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Price Allocation in connection with any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authorityproceeding. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing disputes the Final Price Allocation, such Party the party receiving notice of the dispute shall promptly notify the other Partyparty hereto, and the parties shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the Price Allocation. Not later than thirty (30) days prior to the filing of their respective IRS Forms 8594 relating to this transaction, each of the Buyer and the Seller shall deliver to the other party a copy of its IRS Form 8594. (c) Each of the Buyer and Purchaser agree the Seller hereby agrees to use their reasonable best efforts revise the Purchase Price allocation to defend such Final Allocation reflect any adjustment to the Purchase Price pursuant to Section 2.9 or Section 8.9 in any Actionaccordance with Section 1060 of the Code and the Treasury regulations thereunder.

Purchase Price Allocation. The Seller Representative (aon behalf of the Sellers) As soon as practicable after and Buyer shall allocate (i) the date of this AgreementPurchase Price among the Securities, Seller shall prepare in accordance with the Sellers’ Allocable Portions, and deliver to Purchaser a proposed allocation (ii) the portion of the Purchase Price by country based on an estimate (for Tax purposes) allocable to the Units (including any Liabilities assumed or taken subject to and treated as consideration for federal income Tax purposes) among the assets of the fair market values of the Purchased Assets Panadero Aggregates and, if required by applicable Lawto the extent applicable, an allocation by asset category within a particular country its Subsidiaries (together the “Estimated AllocationAllocation Schedule”). Subject The Allocation Schedule shall be reasonable and, with respect to Section 6.04(a), during the fifteen (15) day period following delivery portion of the Estimated Allocationpurchase price (for Tax purposes) allocated to the Units, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 751, Section 755 and Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder and allocate such portion of the purchase price among the various classes of assets. If Purchaser does not Within one-hundred and twenty (120) days of the Closing Date, the Seller Representative shall prepare and deliver written notice to Buyer the Allocation Schedule for Buyer’s review and approval. If, within thirty (30) days following the delivery of the Allocation Schedule, Buyer notifies the Seller Representative in writing that Buyer disputes any dispute calculation in the Allocation Schedule, Buyer and the Seller Representative shall cooperate in good faith to resolve such dispute. Further, the Seller Representative shall prepare and deliver to Buyer, from time to time, revised copies of the Allocation Schedule so as to report any matters that need updating, and Buyer and the Seller Representative shall cooperate in good faith to agree on such revised Allocation Schedule. Should Buyer and the Seller Representative fail to reach an agreement within thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt Buyer notifies the Seller Representative of a dispute or delivery of a revised Allocation Schedule to Buyer, Buyer and the Seller Representative shall bring all disputes relating to the preparation of such allocation to the Independent Accounting Firm for resolution, whose decisions shall be final and binding on the parties (and reflected on the Allocation Schedule) and whose expenses shall be paid equally by Buyer on one hand and the Seller Representative (on behalf of the Estimated Allocation, Sellers) on the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is givenother. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts Independent Accounting Firm is unable to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect prior to the Estimated Allocation within such fifteen (15) day periodfiling of any Tax Return to which the Purchase Price allocation made pursuant to this Section 1.7 is relevant, then the Estimated Allocation applicable Tax Return shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render filed in a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis manner consistent with the Final AllocationAllocation Schedule prepared by the Seller Representative in respect of such disputed matter, the filing of which shall not prejudice or otherwise control the Independent Accounting Firm’s resolution of such matter. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates All income Tax Returns and reports filed by Buyer and the Sellers shall take any position inconsistent be prepared consistently with the Final allocation as set forth on the Allocation in Schedule or, if applicable, any Tax Returnupdate thereto, in any Tax refund claim, in any Action or otherwise unless required by except upon a final determination by an applicable Governmental a Taxing Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Action.

Purchase Price Allocation. (a) As soon as practicable Within 60 days after the date of this Agreementhereof, Buyer shall provide to Seller shall prepare and deliver to Purchaser a proposed allocation of the draft Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject intended to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance comply with the principles requirements of Section 1060 of the Code (and which shall include allocations for the Treasury Regulations promulgated thereunderNoncompetition Agreement and any other agreements described in line 6 of Internal Revenue Service Form 8594) (the "PURCHASE PRICE ALLOCATION") for Seller's consent, not to be unreasonably withheld. If Purchaser Seller does not deliver written notice of consent to the draft Purchase Price Allocation, Seller shall propose to Buyer any dispute (an “changes in the draft Purchase Price Allocation Dispute Notice”) within fifteen (15) 60 days after receipt of the Estimated Allocationreceipt thereof. In the event that no such changes are proposed in writing to Buyer within such time, the Estimated Allocation Seller shall be deemed the Final Allocation for all purposes hereunder. Prior to have agreed to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is givenPurchase Price Allocation. If Purchaser delivers an Allocation Dispute Notice within any such fifteen (15) day periodchanges are proposed, the Parties Buyer and Xxxxxx Seller shall negotiate in good faith and shall use reasonable their best efforts to resolve such dispute during agree upon the thirty (30) day period following Seller’s receipt Purchase Price Allocation. In the event that Buyer and Seller are unable to reach an agreement within 180 days of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day periodClosing Date, then the Estimated Allocation disputed items shall be submitted immediately to resolved within the next 30 days by an internationally recognized, independent accounting firm, or a nationally recognized valuation firm reasonably firm, in each case, that is mutually acceptable to the Parties both parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any whose fees payable to the Allocation Firm shall be borne equally by Seller Buyer and PurchaserSeller. The Estimated Allocation accepted Such determination by the Parties accounting or valuation firm shall be binding on the parties and Xxxxxx or determined shall be based solely upon written submissions by Buyer and Seller, and not upon any independent investigation by the accounting or valuation firm. If the parties have not reached an agreement with respect to the Purchase Price Allocation Firmand the accounting or valuation firm has not reached a determination with respect to the disputed items by the latest date (taking into account all permissible extensions) on which one of the parties to this Agreement is required to file a Tax Return for which the Purchase Price Allocation is needed or relevant, as the case may be, such party shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller entitled to file such Tax Return and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining take any Taxes related reasonable position with respect to the transfer allocation of the Purchased Assets. Seller and Purchaser shall prepare and filepurchase price; provided however, and cause their respective Affiliates that upon final agreement regarding the Purchase Xxxxx Allocation, such party shall, if necessary to prepare and file, their Tax Returns on a basis be consistent with the Final final agreed-upon Purchase Price Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser file an amended Tax Return (or their respective Affiliates shall take any position inconsistent with make a hold-for-audit adjustment to the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a ) to reflect the final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Purchase Price Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Action.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation of the The Purchase Price by country based on an estimate of (plus Assumed Liabilities, to the fair market values of extent properly taken into account under the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(aCode), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting increased or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firmdecreased, as the case may be, by the Purchase Price Adjustment, shall be allocated among the Assets in accordance with Section 1060 of the Code and Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Allocation”). To the extent necessary to determine the amount of Transfer Taxes or other Taxes required to be paid at or in connection with the Closing, a preliminary Allocation (the “Preliminary Allocation”) shall be prepared by Duff & Xxxxxx at least thirty (30) days prior to the Closing Date. The Seller Parent shall be responsible for one-third (1/3) of the fees and costs of the engagement of Duff & Xxxxxx but only up to the amount of $16,667. The Buyer Parent shall be responsible for all the remaining fees and costs of the engagement of Duff & Xxxxxx. Seller Parent and Buyer Parent shall work in good faith to resolve any disputes relating to the Preliminary Allocation. The engagement of Duff & Xxxxxx shall include reasonable assurances of confidentiality and use of information of Seller Parent, Buyer Parent and their respective Affiliates. If Seller Parent and Buyer Parent are unable to resolve any such dispute regarding the Preliminary Allocation within ten (10) days of Seller Parent’s delivery of the Preliminary Allocation to Buyer Parent, such dispute shall be resolved promptly by the Independent Accountant, the costs of which shall be borne equally by Seller Parent and Buyer Parent. Within sixty (60) days after the determination of the Purchase Price Adjustment, Duff & Xxxxxx shall deliver to Seller Parent and Buyer Parent a final Allocation (the “Final Allocation”). The Seller Parent and Buyer Parent shall work in good faith to resolve any disputes relating to the Final Allocation. If Seller Parent and Buyer Parent are unable to resolve any such dispute regarding the Final Allocation within ten (10) days of Seller Parent’s delivery of the Final Allocation to Buyer Parent, such dispute shall be done at arm’s length based upon a good faith determination resolved promptly by the Independent Accountant, the costs of fair market valuewhich shall be borne equally by Seller Parent and Buyer Parent. (b) Except as otherwise provided in If the Purchase Price is adjusted pursuant to any provision of this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to shall be adjusted in a manner consistent with the transfer of the Purchased Assets. procedures set forth in Section 2.9(a) above and in accordance with Treasury Regulations Section 1.1060-1(c). (c) Seller Parent and Purchaser Buyer Parent shall prepare and file, and cause their respective Affiliates to prepare and file, their file all Tax Returns on a basis (including IRS Form 8594) consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates Neither Seller Parent nor Buyer Parent shall take any tax position inconsistent with such Final Allocation and neither Seller Parent nor Buyer Parent shall agree to any proposed adjustment to the Final Allocation in by any Tax Returnauthority without first giving the other party prior written notice; provided, in however, that nothing contained herein shall prevent Seller Parent or Buyer Parent from settling any proposed deficiency or adjustment by any Tax refund claim, in any Action authority based upon or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate arising out of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, and neither Seller Parent nor Buyer Parent shall be required to litigate before any court any proposed deficiency or adjustment by any Tax authority challenging such Party Final Allocation. Not later than thirty (30) days prior to the filing of their respective IRS Forms 8594 relating to this transaction, each of Seller Parent and Buyer Parent shall promptly notify deliver to the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionparty a copy of its Form 8594.

Purchase Price Allocation. (a) As soon as practicable after The Final Purchase Price, plus the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation amount of the Purchase Price by country based Companies’ liabilities included in the amount realized on an estimate the sale of the fair market values Companies’ assets for federal income Tax purposes, shall be allocated among the assets of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared Companies in accordance with the principles of Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder. If Purchaser does not shall prepare and deliver written notice to Sellers an allocation schedule setting forth Purchaser’s determination of any dispute the allocation (an the “Allocation Dispute NoticeSchedule”) within ninety (90) days after the Execution Date. Sellers shall have fifteen (15) days after receipt to review the Allocation Schedule and either notify Purchaser that they are in agreement with such Allocation Schedule or deliver, in writing, any objections that they may have with respect thereto. If Sellers notifies Purchaser that they disagree with any aspect of the Estimated AllocationAllocation Schedule, Purchaser and Sellers shall work together in good faith to resolve any such disagreement. If any dispute regarding the Estimated Allocation Schedule remains unresolved after forty five (45) days following Purchaser’s delivery of such Allocation Schedule to Sellers, then such disagreement shall be deemed the Final Allocation for all purposes hereunder. Prior immediately submitted to the end of such fifteen (15) day periodIndependent Accounting Firm, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts instructed to resolve such dispute during the disagreement within thirty (30) day period following Sellerdays after such disagreement is submitted to it for resolution and shall notify Purchaser and Sellers in writing of its resolution. The Independent Accounting Firm’s receipt resolution of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm disagreement shall be final and bindingbinding on Purchaser and Sellers. Purchaser and Sellers shall file all Tax Returns (including IRS Form 8594) in a manner consistent with the agreed upon or final Allocation Schedule and neither Purchaser nor Sellers shall take any position (whether in Tax Proceedings, absent manifest erroron 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. Any In the event the Base Purchase Price is adjusted pursuant to Section 2.06 or Article IX, Purchaser shall promptly prepare and deliver to Sellers an updated Allocation Schedule reflecting such adjustment, and any Sellers’ disagreement with such adjustment shall be resolved in the same manner as a disagreement over the original Allocation Schedule. If incurred, any fees payable to and expenses of the Allocation Independent Accounting Firm shall be borne equally fifty percent (50%) by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound fifty percent (50%) by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionSellers.

Purchase Price Allocation. The parties agree to allocate for Tax purposes (aand, as applicable, to cause their respective Affiliates to allocate for Tax purposes) As soon the Purchase Price and any other amounts treated as practicable additional consideration for Tax purposes among the Purchased Assets in accordance with the following procedures and, to the extent applicable, in accordance with Section 1060 of the Code, and the Treasury Regulations promulgated thereunder. Within ninety (90) days after the date of this AgreementClosing Date, Seller the Purchasers shall prepare and jointly deliver to Purchaser the Sellers (or such other Person as the parties may agree) a proposed allocation of the Purchase Price by country based on an estimate and any other amounts treated as additional consideration for Tax purposes as of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Closing Date (together the “Estimated Purchasers’ Allocation”). Subject No later than thirty (30) days following the delivery of the Purchasers’ Allocation, the Sellers may deliver to Section 6.04(athe Purchasers a statement setting forth in reasonable detail any objections thereto, the basis for such objections, and the Sellers’ proposed allocation (“Sellers’ Allocation Notice”). If Seller timely delivers to the Purchasers a Sellers’ Allocation Notice, the Sellers and the Purchasers shall, during the fifteen twenty (1520) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts. The Purchasers’ Allocation, if no Sellers’ Allocation Notice is timely delivered, or as adjusted pursuant to any agreement between the Sellers and the Purchasers during the twenty (20) day period following the timely delivery of Sellers’ Allocation Notice (the Estimated “Allocation”), Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with final and binding on the principles of Section 1060 of parties; provided, that if the Code Sellers’ Allocation Notice is timely delivered and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute Sellers and the Purchasers are unable to reach agreement within such twenty (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (1520) day period, Purchaser may accept the Estimated Allocation by delivering written notice they shall not be required to that effect reach agreement, and each party shall file its respective Tax Returns in accordance with such allocation as it determines to Seller be correct and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is givenconsistent with applicable Law. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day periodis determined pursuant to the foregoing provisions of this Section 3.2, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt each of the Allocation Dispute Notice from Purchaser. If the Parties parties (a) shall (and Xxxxxx do not agree upon shall cause its Affiliates to) prepare and file all Tax Returns (and Internal Revenue Service Forms 8594) in a final resolution manner consistent with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller shall not (and Purchaser and each of their respective shall cause its Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall not to) take any position on any Tax Return or in connection with any Tax proceeding inconsistent with the Final Allocation in any Tax ReturnAllocation, in any Tax refund claimeach case, in any Action or except to the extent otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, “determination” within the meaning of Section 1313(a) of the Code (or any Affiliate analogous provision of any Partyapplicable state, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionlocal or non-U.S. Law).

Purchase Price Allocation. (a) As soon The Parties shall allocate the purchase price for the Assets (as practicable after determined for applicable U.S. federal Income Tax purposes) among the date of this Agreement, Seller shall prepare and deliver to Purchaser Assets in a proposed allocation of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute thereunder (an the “Allocation Dispute NoticeAllocation”) within fifteen pursuant to the terms of this Section 8.1. (15b) No later than sixty (60) days after the Closing Date, Buyer shall deliver to Pioneer a draft of the Allocation as determined by one or more independent appraisals conducted on behalf of Buyer, at Buyer’s sole cost and expense (the “Proposed Tax Allocation”). Pioneer shall have thirty (30) days following its receipt of the Estimated AllocationProposed Tax Allocation to review the Proposed Tax Allocation and, if Pioneer does not provide Buyer with a notice in writing of any objections to the Proposed Tax Allocation within such thirty (30) day period, the Estimated Proposed Tax Allocation shall be deemed agreed upon by the Final Allocation for all purposes hereunderParties (the “Agreed Tax Allocation”). Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering If Pioneer provides written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice of its objections within such fifteen thirty (1530) day period, the Parties shall cooperate and Xxxxxx shall use reasonable best efforts negotiate in good faith to resolve any disputes relating to the Proposed Tax Allocation. If the Parties are unable to resolve their differences and mutually agree on the Proposed Tax Allocation, each Party shall be permitted to take an independent position with respect to the Allocation on its applicable Tax Returns (including IRS Form 8594) or in connection with any audit or other Proceeding, or otherwise. If the Parties reach agreement with respect to such dispute during disputes within the thirty (30) day period following SellerBuyer’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detailwritten notice, the basis therefor. The determination of the Allocation Firm shall be final and bindingProposed Tax Allocation, absent manifest error. Any fees payable as finally agreed to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may bepursuant to this Section 8.1, shall be become the “Final Agreed Tax Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller Pioneer and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related Buyer agree not to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and fileassert, and will cause their respective Affiliates not to prepare and fileassert, their Tax Returns on a basis consistent in connection with any audit or other Proceeding with respect to Taxes or in connection with the Final Allocation. Except as otherwise provided filing of any Tax Return (including IRS Form 8594), any asset values or other items in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position a manner inconsistent with the Final Allocation in any Agreed Tax ReturnAllocation, in any Tax refund claim, in any Action or otherwise unless required to do so by applicable Law or a final determination “determination” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Pioneer, nor any of their respective Affiliates, from settling any proposed deficiency or adjustment by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such based upon or arising out of the Agreed Tax Allocation and neither Buyer nor Pioneer, nor any of their respective Affiliates, shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority is disputing challenging any position based on or arising out of the Final Agreed Tax Allocation. (c) Each of Pioneer and Seller, such Party on the one hand, and Buyer, on the other hand, shall promptly notify the other Partyin writing upon receipt of notice of any pending or threatened Tax audit, assessment or other Proceeding challenging any position based on or arising out of the Allocation. (d) Adjustments to the Purchase Price pursuant to this Agreement shall be allocated to the particular Asset to which such adjustment relates to the extent such adjustment relates to such Asset and Seller to the extent that it is, in the commercially reasonable discretion of Pioneer, possible to do so. Any adjustment to the Purchase Price not allocated to a specific Asset pursuant to the immediately preceding sentence shall be allocated among the various Assets on a pro rata basis in proportion to the unadjusted Purchase Price allocated to such Asset. Buyer will update the Allocation to reflect any adjustments described in this Section 8.1(c) and Purchaser agree to use their reasonable best efforts to defend such Final adjustments shall become part of the Allocation in any Actionfor all purposes hereunder.

Purchase Price Allocation. Seller and Buyer agree that the Purchase Price shall be allocated among the Assets as set forth on Schedule A-4 attached hereto (a) As soon as practicable in connection with an individual Asset, an "Asset Allocation", or, collectively, the "Asset Allocations"). Buyer shall, within IO days after the date of this AgreementEffective Date, Seller shall prepare and deliver to Purchaser Seller for its review and comment a proposed allocation schedule allocating the applicable portion of the Purchase Price (as determined by country based on an estimate of the fair market values of Asset Allocations) among the Purchased Assets and, if required by applicable LawAsset (each schedule, an allocation by asset category within a particular country (together "Individual Allocation", or collectively, the “Estimated Allocation”). Subject to Section 6.04(a"Individual Allocations"), during the fifteen (15) day period following delivery of the Estimated Allocation, and Buyer and Seller shall make its Representatives reasonably endeavor in good faith to reach an agreement on the Individual Allocations prior to the Closing for federal, state and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared local tax purposes in accordance with Section I 060 of the principles Code. Seller shall review such Individual Allocations and provide any objections to Buyer within IO days after the receipt thereof. If Seller raises any objection to the Individual Allocations, the parties hereto will negotiate in good faith to resolve such objection(s). Upon reaching an agreement on the Individual Allocation(s), Buyer and Seller shall (i) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice Code, but excluding any declaration of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt goodwill as defined under Section I 060 of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15Code) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within Individual Allocation(s) as finally resolved, including any amendments to such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately forms required pursuant to an internationally recognized, independent accounting or valuation firm reasonably acceptable this Agreement with respect to any adjustment to the Parties Purchase Price and Xxxxxx (the “Allocation Firm”ii) shall file all federal, state and local tax returns and related tax documents consistent with such Individual Allocation(s). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case same may be, shall be the “Final Allocation”adjusted pursuant to Section 10. The Final Allocation shall be done at arm’s length based upon a good faith determination I or any other provisions of fair market value. (b) Except as otherwise provided in this Agreement. Notwithstanding the foregoing, if, after negotiating in good faith, the parties hereto are unable to agree on a mutually satisfactory Individual Allocation(s), each of Buyer and Seller and Purchaser and each shall use its own allocation(s) for purposes of their respective Affiliates shall be bound by the Final Allocation this subsection 2.2(c); provided that, for purposes of determining any Taxes related documentary stamp tax or other tax (as applicable) to be paid with respect to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final AllocationDeed(s), such Party allocation(s) shall promptly notify the other Party, and be determined by Seller and Purchaser agree to use their in its sole but reasonable best efforts to defend such Final Allocation in any Actiondiscretion.

Purchase Price Allocation. (a) As The Final Purchase Price and any other applicable amounts required to be included under the Code shall be allocated among the Interests of each of the Companies in accordance with this Section 2.5. With respect to Networks, Holdings, IP Holdings, Wireless and VClipz, the Final Purchase Price and any other applicable amounts required to be included under the Code shall be allocated, with respect to the Interests of each such entity, among the assets and properties of Networks, Holdings, IP Holdings, Wireless and VClipz (as such classes are defined for the purposes of Sections 1060 of the Code) in accordance with Section 1060 of the Code and the applicable United States Treasury Regulations promulgated thereunder (and any similar provision of Law) and consistent with the allocation methodology, principles and agreements set forth on Exhibit D-1 attached hereto (such schedule, the “Purchase Price Allocation Principles”).As soon as reasonably practicable after the date Closing, but within the later of this Agreement(1) ninety (90) days after the final determination of the Final Purchase Price pursuant to Section 2.4 and (2) one hundred eighty (180) days following the Closing, Seller shall Buyer will prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, Sellers an allocation by asset category within a particular country schedule setting forth such allocations (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Such Allocation shall be prepared in accordance with the principles of this Section 1060 of the Code and the Treasury Regulations promulgated thereunder2.5. If Purchaser does not deliver written notice of Sellers may dispute any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of amounts reflected in such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering providing written notice to that effect Buyer of the disputed items, and setting forth in reasonable detail the basis of such dispute, within thirty (30) days following receipt of such Allocation. In the event Sellers and Buyer are unable to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice resolve any dispute within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt period, Sellers and Buyer shall submit the dispute to the Referral Firm in the manner provided in Section 2.4. Except as may be required by applicable Law, the Parties will: (i) file or cause to be filed all Tax Returns (including IRS Form 8594) in a manner consistent with the Allocation and (ii) not take any action inconsistent therewith for any Tax purpose. Any adjustments to the Purchase Price or other amounts payable by Buyer to any Sellers pursuant to this Agreement subsequent to the finalization of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be reflected in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable amendments to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon in a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis manner consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionTreasury Regulations section 1.1060-1.

Purchase Price Allocation. (a) As soon as practicable after For United States federal, state and local income tax purposes, the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation Parent agree that the sale of the Interests shall be treated as a deemed purchase of all of the assets of the Company. (b) The Purchase Price by country based on an estimate payable (plus any additional amounts treated as consideration for the Interests under Treasury Regulations Section 1.1060-1(c), including, where applicable, the Closing Date Indebtedness, the “Allocable Purchase Price”) shall be allocated among the assets of the fair market values of the Purchased Assets and, if required by applicable Law, an Company and its Subsidiaries. Such allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared made in accordance with the principles requirements of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of thereunder and in any dispute event in accordance with the valuation principles set forth in Exhibit 2.5(b) (an the “Allocation Dispute NoticePrinciples”). (c) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the No later than thirty (30) day period days after the Determination Date, Parent shall prepare and deliver to the Seller its determination of the allocation of the Allocable Purchase Price (to the extent payable as of the Closing) pursuant to Section 2.5(b) (“Allocation Schedule”), which shall be prepared in accordance with the Allocation Principles and shall be final, binding and conclusive on the parties hereto; provided, however, if, within thirty (30) days following Seller’s receipt the delivery of the Allocation Dispute Notice from Purchaser. If Schedule, the Parties and Xxxxxx do Seller notifies Parent in writing that the Seller disputes any allocation in the Allocation Schedule, including but not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately limited to an internationally recognizedallocation to any item of property described in Section 751(a) of the Code (a “Hot Asset”) in excess of such Hot Asset’s book value, independent accounting or valuation firm reasonably acceptable Parent and the Seller shall cooperate in good faith to resolve such dispute. Should Parent and the Parties and Xxxxxx Seller fail to reach an agreement within thirty (30) days after the “Allocation Firm”). The Allocation Firm shall be requested to render a Seller notifies Parent of such dispute, the determination of the applicable dispute within fifteen (15) days after referral of disputed item or items shall be made by the matter to such Allocation Independent Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Independent Accounting Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith make its determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent accordance with the Final Allocationprinciples and requirements of this Section 2.5. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates Neither Parent nor the Seller shall take any position (whether in connection with audits, Tax Returns or otherwise) that is inconsistent with this Section 2.5 and the Final Allocation Schedule, except as may be required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or similar provision of state, local or foreign Tax law). (d) In the event that there is any adjustment to the Allocable Purchase Price, Parent shall revise the Allocation Schedule to reflect any such adjustment using the same methodology as used in any Tax Returnthe preparation of the initial Allocation Schedule, consistent with the principles set forth in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party this Section 2.5 and shall promptly notify deliver such revised Allocation Schedule to the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionSeller.

Purchase Price Allocation. (a) As soon The Parties shall allocate and, as practicable applicable, cause their relevant Subsidiaries to allocate, for purposes of applying Sections 721, 741, 743, 751 and 1060 of the Code, the consideration payable pursuant to this Agreement in accordance with Exhibit L. No later than 150 days after the date of this AgreementFinal Cash Consideration is finally determined pursuant to Section 2.4, Seller the Acquiror shall prepare and deliver to Purchaser the API Representative a proposed allocation of the consideration payable pursuant to this Agreement (as finally determined pursuant to Section 2.4), in each case determined in a manner consistent with (i) Sections 721, 741, 743, 751 and 1060 of the Code and (ii) Exhibit L (such allocation, the “Proposed Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject If the API Representative disagrees with any part of the Proposed Purchase Price Allocation, the API Representative may, within twenty (20) days after delivery of the Proposed Purchase Price Allocation, deliver a notice (the “Allocation Notice”) to Section 6.04(athe Acquiror to that effect, specifying those items as to which the API Representative disagrees and setting forth the API Representative’s proposed allocations (which must be in accordance with Exhibit L). If the Allocation Notice is duly delivered, Acquiror and the API Representative shall, during the fifteen twenty (1520) days following such delivery, use commercially reasonable efforts to reach an agreement on the disputed items or amounts. In the event that Acquiror and the API Representative are unable to resolve such disputed items or amounts within such twenty (20) day period following delivery of period, then Acquiror and the Estimated API Representative shall refer the matter to the Accounting Expert. The Proposed Purchase Price Allocation (as adjusted by the Accounting Expert, if applicable, if it is in accordance with Exhibit L) (the “Final Purchase Price Allocation”) shall be final and binding on all Parties. Acquiror, Seller each API Entity and each Company Group Entity shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss file all Tax Returns in a manner that is consistent with the Estimated Final Purchase Price Allocation. The Estimated Final Purchase Price Allocation shall be prepared revised as necessary to take into account subsequent adjustments to the transaction consideration in accordance with the principles of Section 1060 manner provided by applicable Sections of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller thereunder and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided principles described in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionExhibit L).

Purchase Price Allocation. Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Purchase Price (aas finally determined pursuant to Section 2.10) As soon and any other items that are treated as practicable additional consideration for Tax purposes among the Purchased Assets (including among the Purchased Entity Shares and the Purchased Venture Interests) and the Non-Competition Obligations in accordance with the “Allocation”, as determined pursuant to this Section 2.11. No later than thirty (30) days after the date of this Agreementhereof, Seller shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate and any other items that are treated as additional consideration for Tax purposes as of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within Closing Date determined in a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (the “Seller’s Allocation”). If Purchaser does not disagrees with the Seller’s Allocation, Purchaser may, by the later of (i) thirty (30) days after delivery of the Seller’s Allocation or (ii) sixty (60) days after the date hereof, deliver written a notice of any dispute (an the “Purchaser’s Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller to such effect, specifying those items as to which Purchaser disagrees and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is givensetting forth Purchaser’s proposed allocation. If the Purchaser’s Allocation Notice is duly delivered, Seller and Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day periodshall, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period days following Seller’s receipt such delivery, but in no event any later than thirty (30) days before the Closing Date, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Allocation Dispute Notice from PurchaserPurchase Price and any other items that are treated as additional consideration for Tax Purposes. If Seller and Purchaser are unable to reach such agreement by the Parties date which is thirty (30) days before the Closing Date, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price and Xxxxxx do not agree upon a final resolution with respect any other items that are treated as additional consideration for Tax purposes determined pursuant to the Estimated decision of the Independent Accounting Firm shall not take into account the Purchaser’s acquisition structure, any post-Closing restructuring by Purchaser or any of its Affiliates, or any other post-Closing transfers by Purchaser or any of its Affiliates affecting the economic value of any portion of the Business (including transfers of assets, functions or risks). The allocation, as prepared by Seller if no Purchaser’s Allocation within such fifteen (15) day periodNotice has been timely given, then as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Estimated Allocation shall be submitted Independent Accounting Firm in accordance with the immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx preceding sentence (the “Allocation FirmAllocation”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be conclusive and binding on the “Final Allocation”parties. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each None of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and or Purchaser shall prepare (and file, and shall cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall not to) take any position inconsistent with the Final Allocation on any Tax Return or in any Tax ReturnProceeding, in any Tax refund claimeach case, in any Action or except to the extent otherwise unless required by pursuant to a final determination by an applicable Governmental Authority. If any Party, “determination” within the meaning of Section 1313(a) of the Code (or any Affiliate analogous provision of any Partystate, receives notice from any Governmental Authority that such Governmental Authority is disputing local or foreign law). Any amounts treated as an adjustment to the Final Allocation, such Party purchase price for Tax purposes pursuant to Section 6.9 after the Closing shall promptly notify be allocated to the other Party, and Seller and Purchaser agree Purchased Assets to use their reasonable best efforts to defend such Final Allocation in any Actionwhich they relate.

Purchase Price Allocation. (a) As soon as practicable On or before the date that is forty-five (45) days after the date of this Agreementthat the Final Closing Consideration is finally determined pursuant to Section 1.5, Seller solely for Tax purposes, Holdings shall prepare and deliver to Purchaser Parent a proposed allocation of the Purchase Price Final Closing Consideration (including any liabilities that are deemed assumed by country based on an estimate Buyer for U.S. federal Income Tax purposes) among the assets of the Acquired Entities and the restrictive covenants provided in the Key Persons Agreement in accordance with Section 1060 of the Code, the Treasury Regulations promulgated thereunder and the methodologies for determining fair market values value reflected in Section 1.7(a) of the Purchased Assets andSeller Disclosure Schedule (such allocation, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Sellers’ Allocation”). Subject If Parent disagrees with Sellers’ Allocation, Parent may, within twenty (20) days after delivery of Sellers’ Allocation, deliver a notice (“Parent’s Allocation Notice”) to Section 6.04(a)Holdings to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation. If Parent’s Allocation Notice is duly delivered, Parent and Holdings shall, during the fifteen (15) day period days following delivery such delivery, work together in good faith to reach agreement on the disputed items or amounts in order to determine the allocation of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderFinal Closing Consideration (including any liabilities that are deemed assumed by Buyer for U.S. federal Income Tax purposes). If Purchaser does not deliver written notice of any Holdings and Parent are unable to reach such agreement, they shall promptly thereafter submit for resolution the items remaining in dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15Independent Accountant and shall instruct the Independent Accountant to make a written determination consistent with Section 1.7(a) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve regarding such dispute during the as promptly as practicable, and in any event within thirty (30) day calendar days after the date on which such dispute is referred to the Independent Accountant (or such longer period following Seller’s receipt as the Independent Accountant may reasonably require). The fees and expenses of the Allocation Dispute Notice from Purchaser. If Independent Accountant shall be allocated between Parent, on one hand, and Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to or not included in an allocation determined by the Independent Accountant for each party bears to the amount actually contested by the Parties and Xxxxxx do not agree upon a final resolution with respect in the aggregate, as determined by the Independent Accountant. Subject to the Estimated preceding sentence, the allocation, as prepared by Holdings if no Parent’s Allocation within such fifteen (15) day periodNotice has been timely given, then as adjusted pursuant to any agreement between Holdings and Parent, or as determined by the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx Independent Accountant (the “Allocation FirmAllocation”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be conclusive and binding on the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valueParties. (b) Except as otherwise provided in this AgreementTo the extent permitted by applicable Law, each of Seller Parent, Buyer and Purchaser Sellers agree to (and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare to) report, act and file, their file in accordance with the Allocation in any relevant Tax Returns on a basis consistent with or Tax filings and to cooperate in the Final preparation of any such Tax forms. The Parties shall promptly advise one another of the existence of any Tax proceeding related to the Allocation. Except as otherwise provided in this Agreement, none None of Seller, Purchaser or their respective Affiliates the Parties shall take any position inconsistent with the Final Allocation in respect to Taxes (whether on any Tax ReturnReturns, in any Tax refund claim, in any Action proceeding or otherwise) that is inconsistent with the Allocation except to the extent required by applicable Law or otherwise unless required by pursuant to a final determination by an applicable Governmental Authority. If any Party, “determination” within the meaning of Section 1313(a) of the Code (or any Affiliate analogous provision of any Partystate, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionlocal or non-U.S. Law).

Purchase Price Allocation. (a) As soon as practicable after the date of this AgreementFor all Tax purposes, Seller shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of the fair market values of (plus any Assumed Liabilities that are treated as consideration for the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Assets) shall be allocated in the manner set forth in this Section 2.7 (together the “Estimated Price Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller Purchaser shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared prepare a proposed allocation in accordance a manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunderthereunder and shall deliver such proposal to Seller for its review and approval not later than forty five (45) Business Days after the Closing Date. If Purchaser does not deliver written notice of any dispute Seller shall have thirty (an “Allocation Dispute Notice”30) within fifteen (15) days Business Days after receipt of the Estimated Allocationproposed allocation to accept the proposed allocation, the Estimated Allocation which acceptance shall not be deemed the Final Allocation for all purposes hereunderunreasonably withheld or delayed. Prior If Seller fails to object in writing to Purchaser prior to the end of such fifteen (15) 30-day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed to have accepted the Final Allocation for all purposes hereunder when such notice is givenproposed allocation. If Purchaser delivers an Allocation Dispute Notice within Seller does delivery written notice of its objection (which shall be accompanied by Seller’s proposed modifications to the allocation) prior to the end of such fifteen (15) 30-day period, and Purchaser and Seller cannot agree on the Parties allocation within twenty (20) Business Days of such objection and Xxxxxx shall use reasonable best efforts to resolve proposed modifications, such dispute during the shall be settled, within thirty (30) day period following Seller’s Business Days of its submission to an accounting firm mutually acceptable to Seller and Purchaser (“Neutral Accounting Firm”), by the Neutral Accounting Firm, after which time the allocation determined by the Neutral Accounting Firm shall become the final Price Allocation. Purchaser and Seller shall submit the dispute to the Neutral Accounting Firm within twenty (20) Business Days of receipt by Purchaser of the modifications to which it objects. After determination of the final Price Allocation, (i) each party agrees to timely file an IRS Form 8594 reflecting the Price Allocation Dispute Notice from Purchaser. If for the Parties taxable year that includes the Closing Date and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within make any timely filing required by applicable state or local Law, (ii) such fifteen (15) day period, then the Estimated Price Allocation shall be submitted immediately to an internationally recognizedbinding on Purchaser and Seller for all Tax reporting purposes, independent accounting (iii) none of Purchaser or valuation firm reasonably acceptable Seller or any of their respective Affiliates shall take any position inconsistent with such Price Allocation in connection with any Tax proceeding, except to the Parties extent required by applicable Law, and Xxxxxx (iv) if any Taxing Authority disputes such Price Allocation, the “Allocation Firm”)party receiving notice of the dispute shall promptly notify the other party hereto of such dispute, and the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of such Price Allocation. (b) The Neutral Accounting Firm shall address only those issues in dispute, and may not assign a value to any item that is (i) greater than the greatest value for such item claimed by either Seller or Purchaser or (ii) lower than the lowest value claimed by either Seller or Purchaser. The Allocation Firm Neutral Accounting Firm’s determination shall be requested to render a determination based only upon written submissions by Purchaser and Seller, and not upon an independent review by the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm that its decision shall be rendered within thirty (30) Business Days of the applicable dispute within fifteen (15) days after referral of such matter thereto, and the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination decision of the Allocation Neutral Accounting Firm shall be final and bindingbinding on all of the parties for the purposes of this Agreement, absent manifest error. Any fees payable and such decision shall set forth in writing any necessary revisions to the Price Allocation based on such determination. The fees and expenses of the Neutral Accounting Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (bc) Except Any indemnification payment treated as otherwise an adjustment to the Total Consideration paid for the Purchased Assets under Article III shall be reflected as an adjustment to the consideration allocated to a specific asset, if any, giving rise to the adjustment and if any such adjustment does not relate to a specific asset, such adjustment shall be allocated among the Purchased Assets in accordance with the Price Allocation method provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionSection 2.7.

Purchase Price Allocation. (a) As soon as practicable after Seller and Buyer acknowledge that the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation purchase of the Purchase Price by country based on an estimate LLC Interests shall be treated as a purchase of all of the fair market values assets of EPB (the “Purchased Assets”) for U.S. federal income tax purposes. Buyer and Seller agree that the Purchase Price, as finally determined pursuant to Section 2.3, (and any assumed liabilities as determined for federal income tax purposes) will be allocated among the Purchased Assets and, if required by applicable Law, an allocation by asset category within for all Tax purposes in a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) Not later than 90 days after receipt the Closing Date, Seller shall prepare and deliver to Buyer for Buyer’s review and approval, a copy of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller Form 8594 and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx any required exhibits thereto (the “Allocation FirmAsset Acquisition Statement”) allocating the final Purchase Price (and any assumed liabilities as determined for federal income tax purposes) among the Purchased Assets. Seller shall prepare and deliver to Buyer, 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). The Allocation Firm If Buyer and Seller agree on the allocation of the final Purchase Price (and any assumed liabilities as determined for federal income tax purposes) within 30 days after the delivery of the Asset Acquisition Statement or the Revised Statements, as the case may be (which shall be requested evidenced by an Asset Acquisition Statement or the Revised Statements signed by each of Buyer and Seller), Buyer, Seller and their Affiliates shall file all Tax Returns 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 render a determination agree on such allocation within 30 days after the delivery of the applicable dispute within fifteen (15) days after referral of Asset Acquisition Statement or the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation FirmRevised Statements, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreementneither Buyer, each of Seller and Purchaser and each nor any of their respective Affiliates shall be bound by the Final Allocation for purposes of determining required, pursuant hereto, to file any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis or otherwise take any positions consistent with the Final Allocationallocation of the other party. Except as otherwise provided in this AgreementIn the event that Buyer and Seller are unable to agree on the allocation of the final Purchase Price, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation then each party will in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by event file a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionForm 8594.

Purchase Price Allocation. The Purchase Price (a) As soon as practicable after plus any items to the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation extent properly taken into account under Section 1060 of the Purchase Price by country based on an estimate Code) shall be allocated among (i) the Equity Interests of Valvoline International Holdings Inc. and its direct and indirect subsidiaries, in the aggregate (including, for this purpose, the Dubai Entities or the Dubai Assets (as applicable)), and (ii) the other assets and liabilities of the fair market values Transferred Company, in the aggregate, in accordance with the allocation schedule set forth in Section 5.07(g) of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Seller Disclosure Letter (together the “Estimated Share Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period Within 90 days following delivery of the Estimated AllocationClosing, Seller shall make its Representatives reasonably and timely available deliver to Purchaser, Xxxxxx with respect to the amount allocated in the Share Allocation, an allocation among the assets and their respective Representatives liabilities described in (ii) above properly treated as acquired for Tax purposes pursuant to discuss the Estimated Allocation. The Estimated Allocation shall be prepared this Agreement, in accordance with the principles of Section 1060 of the Code and consistent with the Treasury Regulations promulgated thereundermethodology set forth in Section 5.07(g) of the Seller Disclosure Letter (the “Asset Allocation”). Purchaser shall have the right to review and raise any objections in writing to the Asset Allocation during the 30-day period after receipt thereof. If Purchaser does not deliver written notice of raise any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of objections in accordance with the Estimated Allocationprocedures set forth in this Section 5.07(g), the Estimated Allocation Purchaser shall be deemed the Final Allocation for all purposes hereunder. Prior to have agreed to the end of such fifteen (15) day period, Purchaser may accept Asset Allocation and the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Asset Allocation shall be deemed become the Final Allocation for all purposes hereunder when such notice is givenfinal Asset Allocation. If Purchaser delivers raises an Allocation Dispute Notice within such fifteen (15) day periodobjection in writing in accordance with the procedures set forth in this Section 5.07(g), the Parties and Xxxxxx parties shall use reasonable best efforts negotiate in good faith to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaserdispute. If the Parties parties are unable to agree on the Asset Allocation within 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Xxxxxx do not Purchaser may mutually agree upon in writing), then the Independent Expert shall be engaged to review the Asset Allocation and make a final determination resolution of any disputes with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereforAsset Allocation. The determination of the Independent Expert regarding the Asset Allocation Firm shall be final delivered as soon as practicable following the engagement of the Independent Expert, but in no event more than 60 days thereafter, and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Asset Allocation accordingly. Seller, on the one hand, and Purchaser, on the other hand, shall each pay one-half of the cost of the Independent Expert. Purchaser, on the one hand, and Seller, on the other hand, shall each cause to be filed an IRS Form 8594 with the Internal Revenue Service. Purchaser and Seller agree to (x) be bound by the Share Allocation and the Asset Allocation determined to be final by this Section 5.07(g) (the “Final Purchase Price Allocations”), (y) act in accordance with the Final Purchase Price Allocations in the preparation of and filing of all Tax Returns (including with respect to IRS Form 8594) and (z) take no position inconsistent with the Final Purchase Price Allocations for all Tax purposes unless otherwise required by applicable Law. The Estimated Allocation accepted by parties shall, in good faith, make adjustments to the Parties and Xxxxxx Final Purchase Price Allocations as necessary to account for any adjustments to the Purchase Price. In the event that any Taxing Authority disputes the Final Purchase Price Allocations, Seller or determined by the Allocation FirmPurchaser, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend parties in writing of the nature of such Final Allocation in any Actiondispute.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller Buyer shall prepare and deliver to Purchaser a proposed an allocation of the Purchase Price Price, and any Liabilities of Seller or Seller Parent treated as assumed by country based on an estimate Buyer for Tax purposes among the Acquired Assets in accordance with Section 1060 of the fair market values Code (and any similar provision of the Purchased Assets andstate, if required by applicable local, or non-U.S. Law, an allocation as appropriate), for approval by asset category within a particular country Seller (together the “Estimated Draft Purchase Price Allocation”). Subject , which approval shall not be unreasonably withheld, conditioned or delayed, and which, upon such approval, shall be binding upon Buyer and Seller as the “Final Purchase Price Allocation.” Seller shall provide such information as Buyer may reasonably request to Section 6.04(aassist Buyer with preparing the Draft Purchase Price Allocation, including the net book value (to the extent reasonably determinable) for purposes of GAAP as of the Closing of any tangible assets that are Acquired Assets and a description of such item, original cost and date of acquisition (in each case, to the extent reasonably determinable), during to assist Buyer with preparing the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Draft Purchase Price Allocation. The Estimated Draft Purchase Price Allocation shall be prepared in accordance a manner consistent with Schedule 2.6. Buyer shall deliver the principles Draft Purchase Price Allocation to Seller within 30 days after the Parties agree to the Post-Closing Adjustment Statement pursuant to Section 2.3(c), and Seller shall inform Xxxxx in writing within 30 days of Section 1060 of receiving the Code and Draft Purchase Price Allocation if Seller does not approve the Treasury Regulations promulgated thereunderDraft Purchase Price Allocation or any portion thereof. If Purchaser Seller does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering provide written notice to Buyer that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect objects to the Estimated Draft Purchase Price Allocation within such fifteen (15) the 30-day period, then the Estimated Draft Purchase Price Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable become the Final Purchase Price Allocation. If Seller provides Xxxxx a written objection to the Parties Draft Purchase Price Allocation within such 30-day period (together with a statement explaining Seller’s particular objections to the Draft Purchase Price Allocation along with Seller’s reasons for any objections), then Buyer and Xxxxxx (the “Allocation Firm”)Seller shall cooperate in good faith for a period of 30 days to resolve their differences. The Allocation Firm shall be requested to render a determination of the applicable dispute If Buyer and Seller resolve their differences within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail30-day period, the basis thereforDraft Purchase Price Allocation, as amended to reflect any changes agreed upon by Buyer and Seller, shall become the Final Purchase Price Allocation. The determination of the Allocation Firm shall be final If Buyer and bindingSeller are unable to resolve their differences within such 30-day period, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Buyer and Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by entitled to allocate the Final Allocation for purposes of determining any Taxes related Purchase Price to the transfer of the Purchased AssetsAcquired Assets in such manner as each independently determines is reasonable, and there shall be no Final Purchase Price Allocation. If a Final Purchase Price Allocation is established, Buyer and Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare shall report and file, their file all Tax Returns on a basis which each of them is required by Law to file and report (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Purchase Price Allocation. Except as otherwise provided In the event that (a) the Final Prepaid Amount differs from the Estimated Prepaid Amount or (b) the Final Vacation Rollover Amount differs from the Estimated Vacation Rollover Amount, the Parties and their Affiliates shall update the IRS Form 8594 in this Agreementa manner consistent with Schedule 2.6. If a Final Purchase Price Allocation is established, none of neither Buyer, Seller, Purchaser or nor any of their respective Affiliates Affiliates, shall take any position inconsistent with the Final Allocation in on any Tax Return, in any Tax refund claim, in any Action audit or otherwise that is inconsistent with such Final Purchase Price Allocation, if any, unless required to do so by a final determination applicable Law. In the event that the Final Purchase Price Allocation is disputed by an applicable any Governmental Authority. If any Party, or any Affiliate the Party receiving notice of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party dispute shall promptly notify the other Party, Party in writing of such notice and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionresolution of the dispute.

Purchase Price Allocation. (a) As soon as practicable after At least 60 days before the date of this AgreementClosing Date, Seller Parent shall prepare provide Buyer Parent with a schedule provisionally allocating the Estimated Closing Cash Consideration (and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of including any other amounts treated as consideration for applicable Tax purposes, including the fair market values value of the Purchased Contingent Additional Amount Agreement as of the Closing) among (i) each of the Acquired Equity Interests, (ii) the aggregate of the Additional Transferred Assets and, if required by applicable Law, an allocation by asset category within a particular country and (together iii) (A) each of the assets of the Acquired Companies that are properly treated as acquired for Tax purposes and (B) each of the Additional Transferred Assets (the “Estimated Provisional Allocation”). Subject Buyer Parent will be given a reasonable opportunity to Section 6.04(a), during review and comment on the fifteen Provisional Allocation and Seller Parent shall consider in good faith Buyer Parent’s reasonable comments to the Provisional Allocation. (15b) day period following delivery Within forty-five (45) days of the Estimated Allocationfinal determination of the Adjustment Amount, Seller Parent shall make its Representatives reasonably provide Buyer Parent with a schedule allocating the Final Closing Cash Consideration (and timely available to Purchaserany other amounts treated as consideration for applicable Tax purposes, Xxxxxx including the fair market value of the Contingent Additional Amount Agreement as of the Closing) among (i) (A) each of the Acquired Equity Interests and their respective Representatives to discuss (B) the aggregate of the Additional Transferred Assets and (ii) (A) each of the assets of the Acquired Companies that are properly treated as acquired for Tax purposes and (B) each of the Additional Transferred Assets (the “Estimated AllocationAsset Allocation Schedule”). The Estimated Asset Allocation Schedule shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. applicable Law. (c) If Purchaser Buyer Parent does not deliver written notice of raise any dispute objections to the Estimated Asset Allocation Schedule in writing to Seller Parent within sixty (an “Allocation Dispute Notice”) within fifteen (1560) days after receipt of the Estimated Allocationthereof, the Estimated Asset Allocation Schedule shall be deemed become the “Final Asset Allocation for all purposes hereunderSchedule”. Prior If Buyer Parent does raise an objection to the Estimated Asset Allocation Schedule in writing to Seller Parent within sixty (60) days after receipt thereof, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to resolve the dispute within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller Parent and Buyer Parent mutually agree in writing), then at the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt period, Buyer Parent and Seller Parent shall submit the Estimated Asset Allocation Schedule to an internationally recognized independent accounting firm, which firm (i) shall be mutually agreed upon by Buyer Parent and Seller Parent, (ii) shall not be a regular accounting firm for Buyer Parent, Seller Parent or any of their respective Subsidiaries (the “Independent Allocation Dispute Notice from PurchaserExpert”), and (iii) will make a determining resolution of any disputes. If Buyer Parent and Seller Parent are unable to so agree on the Parties and Xxxxxx do not agree upon a final resolution with respect to Independent Allocation Expert within ten (10) days after the Estimated Allocation within end of such fifteen thirty (1530) day period, then Buyer Parent and Seller Parent shall each select a firm and such firms shall jointly select a third internationally recognized independent accounting firm (which shall not be the Estimated Allocation regular accounting firm for Buyer Parent, Seller Parent or any of their respective Affiliates), which third firm shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Independent Allocation Firm”)Expert. The Allocation Firm shall be requested to render a determination costs of the applicable dispute within fifteen (15) days after referral of the matter to such Independent Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm Expert shall be borne equally fifty percent (50%) by Xxxxx Xxxxxx and fifty percent (50%) by Seller and PurchaserParent. The Estimated Asset Allocation accepted Schedule, as agreed by the Parties and Xxxxxx or determined by the Independent Allocation Firm, as the case may beExpert, shall be become the “Final AllocationAsset Allocation Schedule”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (bd) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates The Final Asset Allocation Schedule shall be bound by the Final Allocation apply for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and fileall Tax purposes, and no Party shall take, or cause their or permit its respective Affiliates to prepare and filetake, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Asset Allocation Schedule on any Tax Return or in any Tax Proceeding or in any communication (whether written or unwritten) with any Governmental Entity, except as required by applicable Law. The Parties shall cooperate in good faith to update the Final Asset Allocation Schedule to reflect any adjustments necessary for Tax purposes, including pursuant to Section 1.05, Article VIII and under the terms of the Contingent Additional Amount Agreement. Any amount paid pursuant to Section 5.28(c) of the Seller Parent Disclosure Letter shall be fully allocated to the portion of the Business operated for Commercialization in each jurisdiction identified on Section 5.28(a) of the Seller Parent Disclosure Letter and the remainder of the Estimated Closing Cash Consideration (and any other amounts treated as consideration for applicable Tax purposes) shall be allocated to all other Acquired Equity Interests and Additional Transferred Assets. (e) If any VAT, Transfer Taxes or any Tax Returns with respect to VAT or Transfer Taxes are due before the Final Asset Allocation Schedule has been determined, Buyer Parent and Seller Parent shall use the Provisional Allocation and if a more detailed allocation is required with respect to such Tax Return, Buyer Parent and Seller Parent shall cooperate in any good faith to reach an agreement on an estimated allocation before the applicable due date of such Tax refund claimReturn. Buyer Parent and Seller Parent shall cooperate to amend such Tax Returns and adjust the amount of such VAT or Transfer Taxes paid to the applicable Governmental Entity in accordance with the Final Asset Allocation Schedule, in any Action or otherwise unless except as required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionLaw.

Purchase Price Allocation. (a) As soon The Parties and the EMEA Sellers shall (i) first allocate to the tangible Assets, the tangible EMEA Assets, the CIP Accounts Receivable and the EMEA CIP Accounts Receivable, a portion of the Purchase Price as practicable after adjusted in accordance with the date terms of this AgreementAgreement and the EMEA Asset Sale Agreement (and, Seller to the extent properly taken into account under the applicable Tax Laws, the Assumed Liabilities and the EMEA Assumed Liabilities), if any, equal to the net book value of such tangible Assets, tangible EMEA Assets, the CIP Accounts Receivable and the EMEA CIP Accounts Receivable as of the Closing Date and (ii) then allocate the balance of the Purchase Price, as adjusted in clause (i) of this Section 2.2.6(a), to the intangible Assets and the intangible EMEA Assets. (b) To the extent necessary to file Transfer Tax Returns, the Parties and the EMEA Sellers shall prepare and deliver negotiate in good faith to Purchaser a proposed determine an allocation of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets (and, if required by to the extent properly taken into account under the applicable LawTax Laws, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(aAssumed Liabilities), during among the fifteen (15) day period following delivery of Assets and the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared EMEA Assets in accordance with the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocationthereunder and other applicable Tax Laws, the Estimated Allocation which allocation shall be deemed the Final Allocation for all purposes hereunder. Prior subject to the end principles of Section 2.2.6 (a) (such fifteen (15) day periodallocation, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchasera “Partial Allocation”). If the Parties and Xxxxxx the EMEA Sellers do not agree upon reach agreement on a final resolution with respect to Partial Allocation after negotiating in good faith, the Estimated Allocation within such fifteen (15) day period, then the Estimated Partial Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Accounting Arbitrator, which shall prepare a final Partial Allocation; provided, however, that if a different Partial Allocation is required by a Government Entity (including for this purpose an allocation required, approved or authorized pursuant to a Bankruptcy Proceeding), then the Partial Allocation shall be modified as necessary to be consistent with the required allocation (but in all cases shall be subject to the principles of Section 2.2.6(a)). Notwithstanding the preceding sentence, if the Parties have not reached agreement on the Partial Allocation and Xxxxxx the Accounting Arbitrator has not submitted its determination on or before the date that a Transfer Tax Return is required to be filed with the relevant Tax Authority (giving effect to any valid extensions), then such Transfer Tax Return shall be timely filed in the manner that the Party with primary responsibility for the payment of the Transfer Taxes under this Agreement reasonably determines (the “Allocation FirmTransfer Tax Determination”), provided that such Transfer Tax Determination shall have a reasonable prospect of being sustained, and shall, upon receiving the Accounting Arbitrator’s later determination and to the extent permitted under applicable Law, the filing Party shall promptly file, or cause to be filed, an amended return in accordance therewith. The Allocation Firm shall be requested Purchaser agrees to render a determination indemnify and hold harmless the Sellers and their respective officers and directors from any Losses arising out of or resulting from the applicable dispute within fifteen (15) days after referral of the matter to such Allocation FirmTransfer Tax Determination, which determination must be in writing and must set forthincluding without limitation, in reasonable detailany Tax, the basis thereforinterest, penalty or sanction. The determination of Parties agree to be bound by the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Partial Allocation accepted by the Parties and Xxxxxx or determined prepared by the Allocation Firm, Accounting Arbitrator (as the case may be, shall modified to be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless allocation required by a Government Entity, described above), as applicable. The Parties and the EMEA Sellers agree to act in accordance with the allocations contained in such final determination by an applicable Governmental Authority. If any PartyPartial Allocation for all purposes relating to Transfer Taxes (including the preparation, or any Affiliate filing and audit of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionTransfer Tax Returns).

Purchase Price Allocation. (a) As soon as practicable Buyer and Seller shall allocate the sum of the Purchase Price and the liabilities of the Company and its Subsidiaries among the assets of the Company and its Subsidiaries in the manner required by section 1060 of the Code and the Treasury Regulations thereunder. Within seventy-five (75) days after the date of this AgreementClosing Date, Seller Buyer shall prepare and deliver to Purchaser Seller a proposed IRS Form 8594 (and any required exhibits thereto) allocating all such amounts as provided herein, and a statement specifying a methodology for the allocation of any adjustments to the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets andunder this Agreement (together, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated AllocationAsset Acquisition Statement”). Subject Such Asset Acquisition Statement shall become final for purposes of this Section 7.1 unless Seller objects in writing to Section 6.04(a)the Asset Acquisition Statement within thirty (30) days after Seller’s receipt thereof. If Seller so objects, during Buyer and Seller shall in good faith attempt to resolve the fifteen dispute within sixty (1560) day period following delivery days of written notice to Buyer of Seller’s objection. Any unresolved disputes shall be promptly submitted for determination to the Independent Accountant. Buyer and Seller will each pay one-half of the Estimated Allocation, fees and expenses of the Independent Accountant. Buyer and Seller shall make cooperate with each other and the Independent Accountant in connection with the matters contemplated by this Section 7.1, including, by furnishing such information and access to books, records, personnel and properties as may be reasonably requested. In the event Buyer causes an election under section 754 of the Code to be filed on behalf of BGS LLC, Buyer shall provide notice of its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss purchase of the Estimated Allocation. The Estimated Allocation shall be prepared membership interests in BGS LLC in accordance with Treasury Regulations sections 1.743-1(k)(2) and (3) and shall otherwise comply with the principles requirements of Section 1060 sections 743 and 755 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice In connection therewith, as well as for purposes of any dispute compliance with the provisions of sections 741 and 751 of the Code pertaining to the sale of interests in BGS LLC, within seventy-five (an “Allocation Dispute Notice”) within fifteen (1575) days after receipt of the Estimated AllocationClosing Date, the Estimated Allocation Buyer shall be deemed the Final Allocation prepare and deliver to Seller, for all purposes hereunder. Prior to the end of such fifteen (15) day periodits review and comment, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt a draft allocation of the Allocation Dispute Notice from Purchaser. If consideration payable hereunder among the Parties and Xxxxxx do not agree upon a final resolution with respect to assets of BGS LLC, as contemplated by the Estimated Allocation within such fifteen (15) day periodimmediately preceding sentence, then the Estimated Allocation which allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination become part of the applicable dispute within fifteen (15) days after referral Asset Acquisition Statement for purposes of the matter to such Allocation Firm, which determination must be procedures set forth in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valuethis Section 7.1. (b) Except as otherwise provided in this AgreementTo the extent applicable, each of Buyer shall promptly prepare and deliver to Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related from time to the transfer time revised copies of the Purchased Assets. Seller and Purchaser shall prepare and fileAsset Acquisition Statement so as to report any matters on the Asset Acquisition Statement that need updating (including Purchase Price adjustments, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis if any) consistent with the Final Allocationagreed upon allocation and the methodology for allocation of any adjustments to the Purchase Price specified in the Asset Acquisition Statement. Except Seller may object in writing to such revised Asset Acquisition Statement within thirty (30) days of Seller’s receipt thereof, which objection shall be resolved in accordance with the procedures described in Section 7.1(a) above. (c) Each of Buyer and Seller agrees to (i) prepare and timely file all Tax Returns, including IRS Form 8594 (and all supplements thereto), in a manner consistent with the Asset Acquisition Statement as finalized and revised in accordance with Sections 7.1(a) and 7.1(b) and (ii) act in accordance with the Asset Acquisition Statement for all Tax purposes, in either case, except as otherwise provided in this Agreement, none required by law. In the event that any of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in allocations determined pursuant to such statement are disputed by any Tax ReturnAuthority, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate the Party receiving notice of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party dispute shall promptly notify and consult with the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend Party hereto concerning the resolution of such Final Allocation in any Actiondispute.

Purchase Price Allocation. (a) As soon as practicable after Within 30 days following the date of this AgreementClosing Date, the Buyer shall provide the Seller shall prepare and deliver to Purchaser a proposed with an allocation of the Purchase Price by country based on an estimate (and all other items required under the Code) among the assets of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared Company in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate) (the “Purchase Price Allocation”). Upon receipt from the Buyer, the Seller shall have 30 days to review the Purchase Price Allocation (the “Purchase Price Allocation Review Period”). If Purchaser does not deliver written notice of the Seller disagrees with any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of items set forth on the Estimated Purchase Price Allocation, the Estimated Seller shall, on or before the last day of the Purchase Price Allocation Review Period, deliver a written notice to the Buyer (the “Purchase Price Allocation Notice of Objection”), setting forth such objections. Unless the Seller delivers the Purchase Price Allocation Notice of Objection to the Buyer within the Purchase Price Allocation Review Period, the Seller shall be deemed to have accepted the Final determinations set forth in the Purchase Price Allocation. If the Seller delivers the Purchase Price Allocation for all purposes hereunderNotice of Objection to the Buyer within the Purchase Price Allocation Review Period, the Buyer and the Seller shall, during the 30 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items. Prior to At the end of any such fifteen (15) day periodperiod or any mutually agreed extension thereof, Purchaser may accept any remaining disputes between the Estimated Allocation by delivering written notice to that effect to Buyer and the Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed resolved in accordance with the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”procedures contemplated by Section 2.04(b)(ii). The Allocation Firm Parties shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forthnot take any position, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent connection with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claimaudit or similar Action related to Taxes, in any Action or otherwise unless that is inconsistent with the Purchase Price Allocation (as finalized pursuant to this Section 6.09(h)), except to the extent required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionLaw.

Purchase Price Allocation. The Final Purchase Price (aand any assumed liabilities and other amounts treated as consideration for applicable U.S. federal income Tax purposes) As soon as practicable after will be allocated among the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation assets of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by Target Companies for all applicable Law, an allocation by asset category within Tax purposes in a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate). If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of A draft statement setting forth the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx allocations (the “Allocation FirmStatement”). The Allocation Firm ) shall be requested to render a determination of the applicable dispute within fifteen (15) prepared by Seller. No later than 120 days after referral the Closing Date (and if an adjustment to the Estimated Purchase Price is required pursuant to Section 1.3, 60 days after such Estimated Purchase Price adjustment is finalized and paid pursuant to Section 1.3(g)), Seller shall deliver the Allocation Statement to Buyer (and, in the case of an adjustment to the matter Estimated Purchase Price, an updated Allocation Statement) for Buyer’s review and comment, and Buyer and Seller will cooperate in good faith to resolve any disagreements with respect thereto. If Buyer and Seller are able to agree to such Allocation FirmStatement (as revised to accommodate any comments of Buyer, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final AllocationAllocation Statement”. The Final Allocation ) within 60 days following delivery thereof, or such later date as agreed to by Buyer and Seller, then Buyer and Seller shall be done at arm’s length based upon a good faith determination of fair market value. file and cause their Affiliates to file IRS Form(s) 8594 (bwhere required) Except as otherwise provided and all income Tax Returns in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by accordance with the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and fileStatement, and cause their respective Affiliates to prepare and file, their neither of them shall thereafter take a position on an income Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position Return inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise Statement unless required by pursuant to a final determination by an applicable Governmental Authoritywithin the meaning of Section 1313(a) of the Code (or any similar provision of state, local, or non-U.S. Law, as appropriate). If any PartyBuyer and Seller are unable to agree to such Allocation Statement within the time period described above, or any Affiliate of any Partyfollowing delivery thereof, receives notice from any Governmental Authority that such Governmental Authority is disputing each party shall be entitled to adopt its own position regarding the Final Allocation, such Party shall promptly notify allocation. Buyer and Seller each agree to provide the other Partypromptly with any information reasonably required to complete the Allocation Statement and shall notify and provide the other with reasonable assistance in the event of an examination, and Seller and Purchaser agree audit or other proceeding regarding the allocations determined pursuant to use their reasonable best efforts to defend such Final Allocation in any Actionthis Section 5.7.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver The Parties agree to Purchaser a proposed an allocation of purchase price such that item (a) in the definition of Closing Cash Consideration shall be allocated 70% to the BOG Interests and 30% to the BPS Interests (such percentage, the “Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated AllocationAllocation Percentage”). Subject to Section 6.04(a), during Following the fifteen (15) day period following delivery determination of the Estimated AllocationFinal Closing Statement, Seller shall make its Representatives reasonably Sellers and timely available Buyers will cooperate in good faith to Purchaserallocate the other items of the Closing Cash Consideration and the Post-Closing Adjustment between the BOG Interests and the BPS Interests in accordance with how such items and adjustments relate thereto, Xxxxxx and their respective Representatives or if the relation of such item cannot be clearly traced to discuss the Estimated Allocation. The Estimated Allocation shall be prepared BOG Interests or BPS Interests, in accordance with the principles Purchase Price Allocation Percentage. The final allocation of the purchase price between the BOG Interests and the BPS Interests so arrived at pursuant to the foregoing provisions of this Section 1.7(a) (the “Final Purchase Price Allocation”) shall be binding upon the Parties. (b) The Final Purchase Price Allocation allocated to the BPS Interests pursuant to subsection (a) plus any other amounts properly taken into account as purchase price under the Code shall be allocated among the assets owned by BPS at the Closing, in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Buyer shall prepare and deliver to Sellers a proposed allocation for this purpose within ninety (90) days following the Closing Date (the “Draft BPS Allocation”). If Purchaser does Sellers do not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior comments to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice Buyer within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Sellerdays of the date that the Buyer delivers the Draft BPS Allocation, the Draft BPS Allocation delivered to Sellers shall be the Final BPS Allocation (as defined below). If Sellers disagree with any item on the Draft BPS Allocation, Sellers may, within thirty (30) days after delivery of the Draft BPS Allocation, deliver a written notice to Buyer to such effect, specifying those items as to which Sellers disagree and setting forth Sellers’ proposed allocation of such items. The Sellers and Buyer shall use good faith efforts to resolve any dispute regarding the Draft BPS Allocation. If Xxxxx and Sellers are unable to resolve any such disputed items within thirty (30) days after Xxxxx’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day periodSeller’s proposed changes, then the Estimated Allocation any remaining disputed items shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx Accountant (in a manner similar to the procedures for the purchase price adjustment dispute as described in Section 1.4(b)) who shall determine such disputed items. The final allocation to any BPS assets as arrived at pursuant to the foregoing provisions of this Section 1.7(b) (the “Allocation FirmFinal BPS Allocation”). The Allocation Firm ) shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by binding upon the Parties for all applicable U.S. federal, state and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market valuelocal Tax purposes. (bc) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by The Parties agree to report the Final Allocation for purposes of determining any Taxes related to the transfer allocation of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on purchase price in a basis manner consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with Purchase Price Allocation and the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final BPS Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation act consistently in any Actionthe preparation and filing of all relevant Tax Returns.

Purchase Price Allocation. The Purchase Price (a) As soon as practicable after plus any items to the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation extent properly taken into account under Section 1060 of the Purchase Price by country based on an estimate Code) shall be allocated among the Equity Interests of the fair market values Group Companies and the assets of the Purchased Assets and, if required by applicable Law, an Group Companies properly treated as acquired for Tax purposes pursuant to this Agreement in accordance with the allocation by asset category within a particular country schedule set forth in Section 5.07(g) of the Seller Disclosure Letter (together the “Estimated Agreed Allocation”). Subject Within ninety (90) days following Closing, Purchaser shall deliver to Section 6.04(a), during Seller an allocation among the fifteen (15) day period following delivery assets of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available Group Companies properly treated as acquired for Tax purposes pursuant to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance this Agreement that complies with the principles of Section 1060 of the Code and is in accordance with the Treasury Regulations promulgated thereunderAgreed Allocation (the “Asset Allocation”). Seller shall have the right to review and raise any objections in writing to the Asset Allocation during the 20-day period after receipt thereof. If Purchaser Seller does not deliver written notice of raise any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of objections in accordance with the Estimated Allocationprocedures set forth in this Section 5.07(g), the Estimated Allocation Seller shall be deemed the Final Allocation for all purposes hereunder. Prior to have agreed to the end of such fifteen (15) day period, Purchaser may accept Asset Allocation and the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Asset Allocation shall be deemed become the Final Allocation for all purposes hereunder when such notice is givenfinal Asset Allocation. If Purchaser delivers Seller raises an Allocation Dispute Notice within such fifteen (15) day periodobjection in writing in accordance with the procedures set forth in this Section 5.07(g), the Parties and Xxxxxx parties shall use reasonable best efforts negotiate in good faith to resolve such dispute during the dispute. If the parties are unable to agree on the Asset Allocation within thirty (30) day days after the commencement of such good faith negotiations (or such longer period following Seller’s receipt as Seller and Purchaser may mutually agree in writing), then the Independent Expert shall be engaged to review the Asset Allocation and make a determination resolution of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution any disputes with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation Asset Allocation. The Independent Expert shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to instructed that its final determination regarding the Parties and Xxxxxx (the “Asset Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, consistent with the basis thereforAgreed Allocation. The determination of the Independent Expert regarding the Asset Allocation Firm shall be final delivered as soon as practicable following the engagement of the Independent Expert, but in no event more than sixty (60) days thereafter, and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Asset Allocation accordingly. Seller, on the one hand, and Purchaser, on the other hand, shall each pay one-half of the cost of the Independent Expert. Purchaser and Seller agree to (x) be bound by the Agreed Allocation and the Asset Allocation determined to be final by this Section 5.07(g) (the “Final Purchase Price Allocations”), (y) act in accordance with the Final Purchase Price Allocations in the preparation and filing of all Tax Returns (including with respect to IRS Form 8594) and (z) take no position inconsistent with the Final Purchase Price Allocations for all Tax purposes unless otherwise required by applicable Law. The Estimated Allocation accepted by parties shall, in good faith, make adjustments to the Parties and Xxxxxx Final Purchase Price Allocations as necessary to account for any adjustments to the Purchase Price. In the event that any Taxing Authority disputes the Final Purchase Price Allocations, Seller or determined by the Allocation FirmPurchaser, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend parties in writing of the nature of such Final Allocation in any Actiondispute.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Buyer and Seller shall prepare and deliver agree to Purchaser a proposed allocation of allocate the Purchase Price by country based on an estimate and all other amounts treated as consideration for U.S. federal income tax purposes among the assets of Nautilus in accordance with the principles of Section 751, Section 755 and Section 1060 of the fair market values of the Purchased Assets andCode, if required by as applicable Law, an allocation by asset category within a particular country (together the “Estimated Purchase Price Allocation”). Subject Within ninety (90) days following the Closing Date, Buyer shall deliver to Section 6.04(aSeller a proposed Purchase Price Allocation (the “Proposed Purchase Price Allocation”). Seller shall have thirty (30) days after receipt of the Proposed Purchase Price Allocation (the “Allocation Review Period”) to review the Proposed Purchase Price Allocation. During the Allocation Review Period, Seller shall have the right to review the supporting documentation regarding the Proposed Purchase Price Allocation. Prior to the expiration of the Allocation Review Period, Seller may dispute in good faith any items set forth in the Proposed Purchase Price Allocation by written notice to Buyer setting forth in reasonable detail any such dispute items (the “Allocation Dispute Notice”). If an Allocation Dispute Notice is timely delivered, during the fifteen (15) day period days following such delivery of the Estimated AllocationAllocation Dispute Notice, Buyer and Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated AllocationProposed Purchase Price Allocation and the Allocation Dispute Notice in good faith in an effort to reach agreement with respect to any disputed items set forth in the Allocation Dispute Notice. The Estimated In the event that Buyer and Seller are unable to resolve any disputed items within ten (10) days following the delivery of the Allocation Dispute Notice, Buyer and Seller shall refer such disputed items to the Designated Accountant, which dispute shall be prepared resolved in accordance with the principles of procedural methods set forth in Section 1060 of the Code and the Treasury Regulations promulgated thereunder2.3(e). If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and XxxxxxBuyer shall, in which case the Estimated Allocation and shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and cause each of their respective Affiliates shall be bound by the Final Allocation for purposes (including, in respect of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall Buyer, Nautilus) to, prepare and file, and cause their respective Affiliates to prepare and file, their file all Tax Returns on (including any statements required under Treasury Regulations Section 1.751-1(a)(3)) in a basis manner consistent with the Final Purchase Price Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates and neither Seller nor Buyer shall take any Tax position with any Governmental Authority or otherwise that is inconsistent with the Final Purchase Price Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate “determination” (as defined in Section 1313 of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionCode).

Purchase Price Allocation. For applicable income Tax purposes, Sellers and Purchaser agree to (aand agree to cause their respective Affiliates to) As soon allocate the Purchase Price (as practicable finally determined pursuant to Section 2.5), and any other items treated as consideration for such Tax purposes, among the Purchased Entity Interests in accordance with applicable Tax law (the “Purchase Price Allocation”). No later than thirty (30) days after the date of this Agreementon which the Purchase Price is finally determined pursuant to Section 2.5, Seller Sellers shall prepare and deliver to Purchaser a proposed allocation of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available together with an explanation containing sufficient detail to Purchaser, Xxxxxx and their respective Representatives allow the Purchaser to discuss evaluate the Estimated Sellers’ proposed Purchase Price Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) disagrees with the Sellers’ Purchase Price Allocation, Purchaser may, within fifteen (15) days after receipt delivery of the Estimated Sellers’ Purchase Price Allocation, the Estimated deliver a notice (“Purchaser’s Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior Notice”) to the end of Sellers to such fifteen (15) day periodeffect, specifying those items as to which Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller disagrees and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is givensetting forth Purchaser’s proposed allocation. If Purchaser’s Allocation Notice is duly and timely delivered, Sellers and Purchaser delivers an Allocation Dispute Notice within shall, during the twenty (20) days following such fifteen (15) day perioddelivery, the Parties and Xxxxxx shall use commercially reasonable best efforts to resolve such dispute during reach agreement on the thirty (30) day period following Sellerdisputed items or amounts in order to determine the Purchase Price Allocation. The Purchase Price Allocation, as prepared by Sellers if no Purchaser’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties has been timely given or as adjusted pursuant to any agreement between Sellers and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx Purchaser (the “Allocation”), shall be conclusive and binding on the Parties; provided, that if Sellers and Purchaser are unable to reach agreement on any disputed items, the portions of the Purchase Price Allocation Firm”that remains in dispute after the twenty (20) days shall not be binding on the Parties (and shall not form part of the Allocation). The Allocation Firm shall be requested adjusted, as necessary, to render a determination of reflect any subsequent payments treated as adjustments to the applicable dispute within fifteen Purchase Price pursuant to Section 6.2. Any such adjustment (15or component thereof) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable allocated to the Allocation Firm Purchased Entity Interests which such adjustment is attributable. Neither Sellers nor Purchaser shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their shall cause its respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall not to) take any position inconsistent with the Final Allocation in on any Tax Return, Return or in connection with any Tax refund claimProceeding, in any Action or except to the extent otherwise unless required by pursuant to a final determination by an applicable Governmental Authority. If any Party, “determination” (within the meaning of Section 1313(a) of the Code or any Affiliate similar provision of any Partystate, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionlocal or foreign Law).

Purchase Price Allocation. In accordance with the Intended Tax Treatment, within sixty (a60) As soon days after the Closing Date, Purchaser shall prepare a draft schedule allocating the purchase price (as practicable determined for U.S. federal and applicable state and local income tax purposes, including assumed liabilities and any other relevant items or adjustments) among the Company and each of the Subsidiaries (the “Company Allocation”) and the restrictive covenants in Section 7.4 and the assets of the Company and the Subsidiaries deemed acquired by Purchaser (the “Asset Allocation” and together with the Company Allocation, the “Allocation Schedule”) and shall deliver such draft Allocation Schedule to the Seller Representative. Within a reasonable time after the date of on which the Purchase Price is finally determined in accordance with this Agreement, Seller Purchaser shall prepare and deliver revise the draft Allocation Schedule, in accordance with the principles set forth in this Section 7.2(d), as necessary to Purchaser a proposed allocation of reflect any adjustments to the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Lawthis Agreement, an allocation by asset category within a particular country and deliver such proposed revised Allocation Schedule to the Seller Representative. For the avoidance of doubt, (together i) the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Company Allocation shall be prepared in accordance a manner based on the relative net income of the Company and each Subsidiary and (ii) the Asset Allocation shall be prepared in a manner consistent with the Company Allocation and shall be prepared consistent with the residual method principles of Section Sections 1060 and 338 of the Code and the regulations promulgated thereunder as applied by treating the GAAP book value of the assets of the Company and each Subsidiary immediately prior to the Closing as the fair market value of such assets for purposes of grouping the assets of the Company and each Subsidiary into the Class I through Class VI asset classes of Treasury Regulation Section 1.338-6, with all residual fair market value of the Company and each Subsidiary (as determined pursuant to the Company Allocation) assigned to the Treasury Regulation Section 1.338-6 Class VII asset class of the Company or a Subsidiary, as appropriate. The Seller Representative shall have the right to review the draft Allocation Schedule (including any revisions thereto) and shall have the right to object to any allocation that it reasonably believes is improper under the Code or the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice by delivery of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering a written notice to Purchaser that effect to provides reasonable detail concerning each item in the proposed Allocation Schedule (including any revisions thereto) that the Seller Representative disputes and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation a reasonable basis for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve each such dispute during within twenty (20) days of receiving the thirty draft Allocation Schedule (30including any revisions thereto) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do Seller Representative does not agree upon deliver a final resolution with respect valid dispute notice to the Estimated Allocation Purchaser within such fifteen twenty (1520)-day period (or if the Seller Representative waives its right to deliver such a dispute notice in writing), the proposed Allocation Schedule (including any revisions thereto) day shall conclusively be deemed final. If the Seller Representative delivers such a dispute notice within such twenty (20)-day period, then Purchaser and the Estimated Seller Representative shall negotiate in good faith to resolve such dispute. If Purchaser and the Seller Representative resolve all of the disputed items within ten (10) days of the Seller Representative notifying Purchaser of the dispute in writing pursuant to this Section 7.2(d), then the Allocation Schedule (including any revisions thereto) shall be submitted immediately revised to an internationally recognizedreflect such resolution, independent accounting or valuation firm reasonably acceptable and as so revised shall become final. In the event that Purchaser and the Seller Representative are unable to resolve such dispute within ten (10) days of the Parties Seller Representative notifying Purchaser of the dispute in writing pursuant to this Section 7.2(d), each of Purchaser and Xxxxxx (the “Allocation Firm”). The Allocation Firm Seller Representative shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination responsible for its own determinations for purposes of the Allocation Firm Schedule (including any revisions thereto). Any Allocation Schedule (including any revisions thereto) agreed between Purchaser and the Seller Representative pursuant to this Section 7.2(d) shall be final binding upon Purchaser, the Seller Representative, the Seller Group and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any ActionAffiliates.

Purchase Price Allocation. (a) As soon as practicable after Within sixty (60) days following the date final determination of this Agreementthe Closing Date Reference Balance Sheet, Seller the Closing Statement of General Account Net Settlement and the Closing Investment Assets List pursuant to Sections 2.3 and 2.4, Buyer shall prepare and deliver to Purchaser Seller a proposed allocation schedule allocating the Tax Purchase Price as provided in Section 2.5(b) (the “Asset Allocation Schedule”). For purposes of Buyer’s preparation of the Purchase Price by country based on an Asset Allocation Schedule, no later than thirty (30) Business Days following the Closing Date Seller shall prepare and provide to Buyer a schedule reflecting Seller’s reasonable best estimate of the fair market values life insurance reserves (within the meaning of Section 807(c) of the Purchased Assets andCode) maintained by Seller and each Cedant as of the Closing Date (immediately prior to the Closing) with respect to the Covered Insurance Policies, if as determined in the manner required by applicable LawSections 801-848 of the Code and in the same manner as reflected in the consolidated federal income Tax Return filed by the Affiliated Group of which Seller is a member for the year ending December 31, an allocation by asset category within a particular country 2010 (together such life insurance reserves, the “Estimated AllocationClosing Date Tax Reserves”). Subject . (b) For purposes of the Asset Allocation Schedule, the Tax Purchase Price shall be allocated among the Acquired Assets (including, for purposes of this Section 2.5, the Investment Assets transferred by each Cedant to Reinsurer pursuant to Section 6.04(a), during 3.1(a) of its Reinsurance Agreement and any other assets deemed acquired by Buyer pursuant to the fifteen (15Tax Acquisition Provisions) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles Tax Acquisition Provisions, and as provided in paragraph (a) of this Section 1060 of the Code and the Treasury Regulations promulgated thereunder2.5. If Purchaser does not deliver written notice of any dispute (an “The Asset Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation Schedule shall be deemed the Final Allocation for all purposes hereunder. Prior to be accepted by and shall be conclusive and binding on Seller except to the end of such fifteen (15) day periodextent, Purchaser may accept the Estimated Allocation by delivering written notice to if any, that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice have delivered within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter date on which the Asset Allocation Schedule is delivered to such Allocation FirmSeller, a written notice to Buyer stating each item to which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm Seller takes exception (it being understood that any amounts not disputed shall be final and binding, absent manifest error). Any fees payable If no exception is taken to the Asset Allocation Firm Schedule, it shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be become the “Final Allocation”. The Final Asset Allocation Schedule” and shall be done at arm’s length based binding upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser the parties and each of their respective Affiliates Buyer and Seller shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, file and cause their respective Affiliates to prepare and file, their file all Tax Returns on a basis consistent (including Internal Revenue Service Forms 8594 (and any comparable forms for state Tax purposes)) in accordance with the Final AllocationAsset Allocation Schedule. Except If a change proposed by Seller is disputed by Buyer, then Seller and Buyer shall negotiate in good faith to resolve such dispute, provided, that, notwithstanding anything to the contrary herein, neither Buyer nor Seller shall be required to disclose any proprietary methods, information or calculations to the other. If, after a period of twenty (20) days following the date on which Seller gives Buyer notice of any such proposed change, any such proposed change still remains disputed, then each of Buyer and Seller may file all their respective Tax Returns (including Internal Revenue Service Forms 8594 (and any comparable forms for state Tax purposes)) (x) in the case of Buyer, on the basis of the Asset Allocation Schedule as otherwise provided proposed by Buyer (as adjusted to reflect any proposed changes that shall have been agreed), and (y) in this Agreement, none the case of Seller, Purchaser or on the basis of the Asset Allocation Schedule as proposed by Buyer (as adjusted to reflect any proposed changes that shall have been agreed, but reflecting Seller’s unresolved exceptions). Each of Buyer and Seller shall file and cause their respective Affiliates shall take any position inconsistent to file all Tax Returns in accordance with the Final Allocation Tax Acquisition Provisions and the allocations set forth in any such schedules as described in the preceding sentence. (c) No later than April 1 of the year following the year that includes the Closing Date, Seller shall provide to Buyer a revised schedule of the Closing Date Tax ReturnReserves, in any as will be reflected on the federal income Tax refund claimReturn of the Seller’s affiliated group for the taxable year that includes the Closing Date, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party and Buyer and Seller shall promptly notify provide the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in promptly with any Actionother information reasonably requested by the other party for purposes of completing the requesting party’s Tax Returns.

Purchase Price Allocation. (a) As soon as practicable after The purchase price (the date of this Agreement, Seller shall prepare “Purchase Price”) for the purchase and deliver to Purchaser a proposed allocation sale of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared Property in accordance with the principles terms hereof is one hundred forty-eight million five hundred thousand dollars ($148,500,000) (subject to all pro rations and adjustments provided herein). At Closing, Purchaser shall deliver to Seller by wire transfer of Section 1060 immediately available U.S. dollar funds the Purchase Price less the amount of the Code Deposit (as defined below) to the extent actually paid to Seller at the Closing by Escrow Agent and as adjusted according to the Treasury Regulations promulgated thereunderitems to be pro-rated as provided in Section 5, plus any other amounts required to be paid by Purchaser to Seller at Closing hereunder. (b) The Purchase Price shall be allocated among the Real Property, the Personal Property and all remaining Property in accordance with the allocation statement to be prepared in good faith by Seller’s accountant (BDO USA LLP) and approved in good faith by Purchaser (which such approval shall not be unreasonably withheld, delayed or conditioned). Seller shall cause such allocation statement to be delivered to Purchaser for its review and approval at least twenty five (25) days prior to the Closing Date. Purchaser shall review such allocation statement and provide any reasonable objections to Seller no later than five (5) Business Days after its receipt of such allocation statement from Seller. If Purchaser does not deliver written notice of raises any dispute such reasonable objections, the parties hereto will confer with Seller’s accountant and will mutually negotiate in good faith in an attempt to resolve such reasonable objections and mutually agree upon the allocation statement within two (an 2) Business Days thereafter (and in no event later than ten (10) days prior to the Closing Date). If the parties are unable to mutually agree upon the allocation statement within such two (2) Business Days period, then the parties agree to immediately submit the disputed allocation to PKF Consulting USA, LLC (the “Allocation Dispute NoticeStatement Accountant”) within fifteen (15) days after receipt for binding resolution. The parties represent that as of the Estimated AllocationEffective Date and agree that at all times during which the Allocation Statement Accountant is engaged by the parties pursuant to this Section 2, the Estimated Allocation Statement Accountant shall be independent. The parties shall provide the Allocation Statement Accountant with each of Seller’s allocation statement and Purchaser’s allocation statement, and the Allocation Statement Accountant shall select either Seller’s allocation statement or Purchaser’s allocation statement. The Allocation Statement Accountant’s selection shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller mutually agreed allocation and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is givenbinding on Purchaser and Seller. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt The fees of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation Statement Accountant shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne shared equally by Seller and Purchaser. The Estimated Allocation accepted by Purchaser and Seller shall cooperate in the Parties and Xxxxxx or determined by filing of any forms (including Form 8594 under Section 1060 of the Allocation Firm, as the case may be, shall be the “Final Allocation”Code) with respect to such mutually agreed allocation. The Final Allocation shall be done at arm’s length based upon a good faith determination parties agree that each will consistently reflect such allocation on their respective federal, state and local tax returns and filings. The provisions of fair market value. this subsection (b) Except as otherwise provided in this Agreementshall survive the Closing. A true, each correct and complete list of Seller and Purchaser and each of their respective Affiliates all Personal Property shall be bound by provided to Purchaser prior to or at the Final Allocation for purposes of determining Closing, and the parties agree that the mutually agreed allocation statement shall be revised to incorporate any Taxes related and all necessary updates to the transfer of allocation statement to reflect any changes to the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates Personal Property used to prepare and file, their Tax Returns on a basis consistent calculate the allocation in accordance with the Final Allocation. Except as otherwise provided in terms of this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionsubsection (b).

Purchase Price Allocation. The Final Purchase Price (aand any assumed liabilities and other amounts treated as consideration for applicable U.S. federal income Tax purposes) As soon as practicable after will be allocated among the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation assets of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by Target Companies for all applicable Law, an allocation by asset category within Tax purposes in a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate). If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of A draft statement setting forth the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx allocations (the “Allocation FirmStatement”). The Allocation Firm ) shall be requested to render a determination of the applicable dispute within fifteen (15) prepared by Seller. No later than 120 days after referral the Closing Date (and if an adjustment to the Estimated Purchase Price is required pursuant to Section 1.3, 60 days after such Estimated Purchase Price adjustment is finalized and paid pursuant to Section 1.3(g)), Seller shall deliver the Allocation Statement to Buyer (and, in the case of an adjustment to the matter Estimated Purchase Price, an updated Allocation Statement) for Buyer’s review and comment, and Buyer and Seller will cooperate in good faith to resolve any disagreements with respect thereto. If Buyer and Seller are able to agree to such Allocation FirmStatement (as revised to accommodate any comments of Buyer, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final AllocationAllocation Statement”. The Final Allocation ) within 60 days following delivery thereof, or such later date as agreed to by Buyer and Seller, then Buyer and Seller shall be done at arm’s length based upon a good faith determination of fair market value. file and cause their Affiliates to file IRS Form(s) 8594 (bwhere required) Except as otherwise provided and all income Tax Returns in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by accordance with the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and fileStatement, and cause their respective Affiliates to prepare and file, their neither of them shall thereafter take a position on an income Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position Return inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise Statement unless required by pursuant to a final determination by an applicable Governmental Authoritywithin the meaning of Section 1313(a) of the Code (or any similar provision of state, local, or non- U.S. Law, as appropriate). If any PartyBuyer and Seller are unable to agree to such Allocation Statement within the time period described above, or any Affiliate of any Partyfollowing delivery thereof, receives notice from any Governmental Authority that such Governmental Authority is disputing each party shall be entitled to adopt its own position regarding the Final Allocation, such Party shall promptly notify allocation. Buyer and Seller each agree to provide the other Partypromptly with any information reasonably required to complete the Allocation Statement and shall notify and provide the other with reasonable assistance in the event of an examination, and Seller and Purchaser agree audit or other proceeding regarding the allocations determined pursuant to use their reasonable best efforts to defend such Final Allocation in any Actionthis Section 5.7.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser a proposed allocation The portion of the Purchase Price by country based on an estimate attributable to the Purchaser’s acquisition of Company Units (and other relevant items that are treated for Tax purposes as part of the fair market values consideration paid for such units, including any liabilities) shall be allocated among the assets of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared Group Companies in accordance with the principles of Section Sections 734, 743, 751, 755 and 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder and in a manner consistent with the methodology set forth on Exhibit E (such allocation, the “Asset Allocation”). If Purchaser does not deliver written notice of any dispute No later than ninety (an “Allocation Dispute Notice”90) within fifteen (15) calendar days after receipt the Determination Date, the Purchaser shall prepare and deliver to the Representative a proposed allocation of the Estimated Purchase Price (i) between the shares of Blocker Corp and the Company Units and (ii) the Asset Allocation (the “Proposed Allocation”). The Representative shall, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period calendar days following Seller’s receipt of the Proposed Allocation, provide Purchaser with written notice stating in reasonable detail any objection to the Proposed Allocation Dispute Notice from Purchaserand proposing an alternative allocation for Tax purposes. Purchaser and the Representative shall cooperate in good faith to resolve any disputed items relating to the Proposed Allocation. If Purchaser and the Parties and Xxxxxx do not agree upon a final resolution with respect Representative are unable to resolve any such disputes on or prior to the Estimated fifteenth (15th) calendar day after the Representative timely delivers written notice of an objection to the Proposed Allocation within such fifteen to Purchaser (15) day periodtogether with a proposed alternative allocation), then Purchaser and the Estimated Allocation Representative shall retain the Accounting Firm to, acting as an expert and not as an arbitrator, resolve the remaining disputed items as soon as practicable and in any event within thirty (30) calendar days of such retention. The Accounting Firm shall deliver to Purchaser and the Representative a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable based solely on the information provided to the Parties Accounting Firm by Pxxxxxxxx and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination Representative) of the applicable dispute within fifteen (15) days after referral disputed items in the Proposed Allocation. All decisions of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Accounting Firm shall be final and binding, nonappealable absent fraud or manifest error. Any fees payable , and the Proposed Allocation shall be revised if and to the Allocation extent necessary to reflect the determination of the Accounting Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm(such allocation, as the case may befinally determined, shall be the “Final Allocation”). The Final Allocation fees and expenses of the Accounting Firm shall be done at armborne 50% by the Representative (on behalf of the Sellers), on the one hand, and 50% by Purchaser, on the other hand. Any adjustments to the Purchase Price (or other relevant items) attributable to the Purchaser’s length based upon a good faith determination acquisition of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates Company Units occurring thereafter shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns on allocated in a basis manner consistent with the Final Allocation. Except as otherwise provided in this AgreementEach of the Sellers, none of SellerPurchasers, Purchaser or Blocker Corp and the Group Companies agree to file (and cause their Affiliates to file) their respective Affiliates shall take any position inconsistent Tax Returns in a manner consistent with the Final Allocation Allocation; provided that nothing in this Section 3.7 shall be construed so as to prevent any such party from settling, or require any such party to commence or participate in any Tax Returnlitigation or administrative process challenging, in any Tax refund claim, in any Action or otherwise unless required determination by a final determination by an applicable Governmental Authority. If any Party, Entity that is based upon or any Affiliate arising out of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Action.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller Parent shall prepare and deliver to Purchaser Buyer no later than 60 days following the determination of the Final Closing Statement a proposed allocation (to the extent required by applicable Tax Law) of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets andand any additional amounts treated as consideration for applicable Tax purposes, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance a manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder and other applicable Tax Law (the “Purchase Price Allocation Schedule”), provided that to the extent the Parties reasonably determine that the allocation (or a portion of the allocation) is required before such time, they shall reasonably cooperate for such purpose. If Purchaser does not deliver written Buyer shall have a period of 30 days after the delivery of the Purchase Price Allocation Schedule (the “Response Period”) to present in writing to Parent a notice of any dispute objections that Buyer may have to the allocations set forth therein (an “Allocation Dispute Objections Notice”) ). Unless Buyer submits an Objections Notice in compliance with the preceding sentence within fifteen (15) days after receipt of the Estimated AllocationResponse Period, the Estimated Purchase Price Allocation Schedule delivered by Parent shall be deemed binding on the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day periodParties without further adjustment, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is givenabsent manifest error. If Purchaser delivers an Allocation Dispute Buyer submits a valid Objections Notice within such fifteen (15) day periodthe Response Period, the Parties shall negotiate in good faith and Xxxxxx shall use their reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaserdispute. If the Parties and Xxxxxx do not fail to agree upon a final resolution with respect to within 15 Business Days after the Estimated Allocation within such fifteen (15) day perioddelivery of the Objections Notice, then the Estimated Allocation disputed items shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to resolved by the Parties and Xxxxxx (the “Allocation Firm”)Independent Accountant. The Allocation Firm shall be requested to render a determination All of the applicable dispute within fifteen (15) days after referral corresponding costs, fees and expenses of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm Independent Accountant shall be borne equally by Seller and Purchaserin accordance with ‎Section 2.09(f). The Estimated Allocation accepted by the Parties and Xxxxxx No Party shall take, or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination permit any of fair market value. (b) Except as otherwise provided in this Agreement, each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective its Affiliates to prepare and filetake, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Purchase Price Allocation in Schedule (as agreed or deemed final) for any applicable Tax Returnpurpose, in any Tax refund claim, in any Action or otherwise unless required by to do so pursuant to a final determination by an applicable Governmental Authority. If any Party, “determination” within the meaning of Section 1313(a) of the Code (or any Affiliate analogous provision of state, local or foreign Law); provided however that no such determination shall have any Party, receives notice from effect on the Purchase Price and the Parties hereby agree that no adjustment shall be made to any Governmental Authority such payment. To the extent that such Governmental Authority any payments are made under this Agreement after the Purchase Price Allocation Schedule is disputing the Final Allocationfinalized that are treated as additional consideration or an adjustment to consideration paid for applicable Tax purposes, such Party amounts shall promptly notify be allocated consistently with the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Purchase Price Allocation in any ActionSchedule.

Purchase Price Allocation. (ai) As soon No later than ten (10) Business Days prior to the Closing Date, Seller will allocate the Initial Closing Date Amount (along with any other amounts treated as practicable consideration for the Transferred Equity Interests for U.S. Federal income Tax purposes) among the shares of each Company in accordance with applicable Tax Law (the “Preliminary Allocation”). The Preliminary Allocation will be final and binding upon the parties solely for purposes of any payments contemplated by Section 1.03(a). (ii) Seller and Purchaser will use commercially reasonable efforts to allocate the Purchase Price (along with any other amounts treated as consideration for the Transferred Equity Interests for U.S. Federal income Tax purposes) (x) among the shares of each Company (the “Share Allocation”) and (y) with respect to the amount allocated to the shares of Life Fitness, LLC (“LF LLC”) (together with the amount of any liabilities of LF LLC that Purchaser is treated as having assumed for U.S. federal income tax purposes), among the assets of LF LLC (the “Asset Allocation” and, together with the Share Allocation, the “Purchase Price Allocation”), pursuant to the procedures of this Section 5.07(g) and in accordance with applicable Tax Law. (iii) Within ninety (90) days after the date final determination of this Agreementthe Purchase under Section 1.04, Seller shall prepare and deliver to Purchaser a proposed allocation draft of the Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Allocation (together the “Estimated Seller’s Proposed Allocation”). Subject Purchaser shall have the right to Section 6.04(a), during the fifteen review and raise any objections in writing to Seller’s Proposed Allocation within twenty (1520) day period following delivery of the Estimated Business Days after receipt thereof. (iv) If Purchaser objects in writing to Seller’s Proposed Allocation, the parties shall negotiate in good faith to resolve the dispute for thirty (30) Business Days after Seller shall make provides notice of its Representatives reasonably objection (or such longer period as Seller and timely available to PurchaserPurchaser may mutually agree in writing). (v) Seller’s Proposed Allocation, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If (A) if Purchaser does not deliver written notice of timely object to Seller’s Proposed Allocation or (B) as adjusted to reflect any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation, the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to agreement between Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day Business Day period following delivery of Purchaser’s notice of objection, shall become final and binding upon the parties as the Purchase Price Allocation. There shall be no Purchase Price Allocation if Purchaser and Seller fail to resolve any dispute concerning Seller’s receipt of the Proposed Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect pursuant to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”Section 5.07(g)(iv). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (bvi) Except as otherwise provided in this AgreementPurchaser, each of Seller on the one hand, and Purchaser Seller, on the other hand, shall (and each of shall cause their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related to the transfer of the Purchased Assets. Seller and Purchaser shall to) (A) prepare and file, and cause their respective Affiliates to prepare and file, their file all necessary Tax Returns on (including IRS Form 8594) in a basis manner consistent with the Final Purchase Price Allocation. Except as otherwise provided in this Agreement, none of Sellerif any, Purchaser or their respective Affiliates shall and (B) not take any position inconsistent with the Final Allocation Purchase Price Allocation, if any, in connection with any Tax Return, Proceeding relating to Taxes or otherwise in any Tax refund claimrespect of Taxes, in any Action or otherwise unless each case, except as required by a final determination by an pursuant to applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing Law. (vii) The parties shall cooperate in good faith to adjust the Final Purchase Price Allocation, such Party shall promptly notify if any, to reflect any adjustment to the other Party, and Seller and Purchaser agree Purchase Price pursuant to use their reasonable best efforts to defend such Final Allocation in any ActionSection 5.07(h).

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller Buyer shall prepare and deliver to Purchaser a proposed an allocation of the Purchase Price by country based on an estimate (along with the Assumed Liabilities and any other items constituting consideration for purposes of Section 1060 of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation”). Subject to Section 6.04(aCode), during taking into account any adjustments made thereto pursuant to this Agreement, among the fifteen (15) day period following delivery of Assets and the Estimated Allocation, Seller shall make its Representatives reasonably covenants and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation shall be prepared agreements set forth in Section 6.5 in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local or foreign law, as appropriate). If Purchaser does not Buyer shall deliver written notice a proposal regarding such allocation to the Company within sixty (60) days after the Closing (the “Proposed Allocation”). Upon receipt of any dispute (an “Allocation Dispute Notice”) the Proposed Allocation, the Company shall deliver to Buyer within fifteen (15) days after receipt a written notice (the “Company Response”) which shall specify either that the Company agrees with the Proposed Allocation as final or else which portion(s) of the Estimated Allocation, Proposed Allocation the Estimated Allocation Company does not agree with in its good faith determination; provided that if the Company shall be deemed the Final Allocation for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice not respond within such fifteen (15) day period, it will be deemed to have consented to the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s Proposed Allocation as final. Upon receipt of the Allocation Dispute Notice from Purchaser. If Company Response, if any, Buyer and the Parties and Xxxxxx do not agree upon a final resolution with respect Company shall in good faith attempt to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately come to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute agreement over any disputes within fifteen (15) days after referral following Buyer’s receipt of the Company Response. If Buyer and the Company cannot come to an agreement within such period, the matter shall be referred to Deloitte & Touche LLP, which firm shall make a final determination as to the proper allocation within fifteen (15) days of submission of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereforfirm. The determination final allocation to be delivered pursuant to the terms of this Section 2.2 shall be binding upon the Company and Buyer for all purposes. In the event an adjustment to the Purchase Price (or any item constituting consideration for purposes of Section 1060 of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable Code) is made pursuant to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation”. The Final Allocation shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, each the final allocation of Seller the Purchase Price shall be revised accordingly by Buyer and Purchaser delivered to the Company as soon as reasonably practicable. Buyer, the Company and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining take all actions and properly and timely file all Tax Returns (including, but not limited to IRS Form 8594 (Asset Acquisition Statement)) consistent with such allocation and shall not take any Taxes related to the transfer of the Purchased Assetsaction inconsistent therewith. Seller The Company and Purchaser its Affiliates shall prepare timely and fileproperly prepare, execute, file and cause their respective Affiliates deliver all such documents, forms and other information as Buyer may reasonably request to prepare and file, their Tax Returns on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of Seller, Purchaser or their respective Affiliates shall take any position inconsistent with the Final Allocation in any Tax Return, in any Tax refund claim, in any Action or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other Party, and Seller and Purchaser agree to use their reasonable best efforts to defend such Final Allocation in any Actionallocation.

Purchase Price Allocation. Acquirer and the Principal Stockholders agree that the Initial Merger Consideration and the liabilities of Target included in amount realized (aplus other relevant items) As soon as practicable after shall be allocated to the date assets of this Agreement, Seller shall prepare Target for all relevant Tax and deliver to Purchaser financial accounting purposes in a proposed manner consistent with the allocation of the Purchase Price by country based set forth on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country schedule (together the “Estimated AllocationAllocation Schedule”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation. The Estimated Allocation which shall be prepared in accordance with the principles of Section 338 and Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder. If Purchaser does not Acquirer shall prepare the Allocation Schedule and deliver written notice of any dispute (an “Allocation Dispute Notice”) it within fifteen (15) 30 days after Closing to the Principal Stockholders. Within 30 days after the receipt of the Estimated AllocationAllocation Schedule, the Estimated Principal Stockholders shall propose to Acquirer any changes to such Allocation Schedule or shall indicate their concurrence therewith, which concurrence shall not be deemed the Final Allocation for all purposes hereunderunreasonably withheld. Prior The Principal Stockholders’ failure to notify Acquirer of any objection to the end Allocation Schedule within 30 days after the delivery thereof shall constitute the Principal Stockholders’ concurrence therewith. Acquirer and the Principal Stockholders shall endeavor in good faith to resolve any differences with respect to the Allocation Schedule within 30 days after Acquirer’s receipt of notice of objections or suggested changes from the Principal Stockholders. If, notwithstanding such fifteen (15) day periodgood faith effort, Purchaser may accept the Estimated parties are unable to resolve any differences with respect to the Allocation by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice Schedule within such fifteen (15) day time period, the Parties and Xxxxxx parties shall use reasonable best efforts refer any issues as to which such differences exist to the Accountants, who shall be directed to resolve such dispute during the thirty (30) day period following Seller’s receipt within 30 days of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within such fifteen (15) day period, then the Estimated Allocation shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefortheir engagement. The determination of the Allocation Firm Accountants shall be final final, binding and binding, absent manifest errorconclusive. Any The fees payable to and expenses of the Allocation Firm Accountants shall be borne equally 50% by Seller Acquirer and Purchaser50% by the Principal Stockholders. The Estimated Allocation accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, Schedule shall be adjusted by Acquirer for any other post-Closing adjustment to the “Final Allocation”Initial Merger Consideration, for the amount of any liabilities of Target included in amount realized for federal income tax purposes and for the Earn-Out Payments, if any. The Final Allocation Acquirer, the Principal Stockholders and Target shall be done at arm’s length based upon a good faith determination of fair market value. (b) Except as otherwise provided in this Agreement, file and the Principal Stockholders shall cause each of Seller and Purchaser and each of their respective Affiliates shall be bound by the Final Allocation for purposes of determining any Taxes related Holders to the transfer of the Purchased Assets. Seller and Purchaser shall prepare and file, and cause their respective Affiliates to prepare and file, their file all relevant Returns (including amended Tax Returns on and claims for refunds) in a basis manner consistent with the Final Allocation. Except Allocation Schedule, as otherwise provided in this Agreementadjusted, none of Seller, Purchaser or their respective Affiliates and shall not take any position inconsistent with the Final allocations set forth in the Allocation Schedule, as adjusted; provided, however, that the Tax basis in any Tax Return, the assets of Target may exceed the total amount allocated in any Tax refund claim, order to reflect Acquirer’s capitalized transaction costs not included in any Action Initial Merger Consideration or otherwise unless required by a final determination by an applicable Governmental Authority. If any Party, or any Affiliate liabilities of any Party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such Party shall promptly notify the other PartyTarget included in amount realized, and Seller and Purchaser agree each of the Holders’ amount realized may be less than the total amount allocated in order to use their reasonable best efforts to defend such Final Allocation in any Actionreflect each of the Holders’ transaction costs.