Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. (a) On or prior to the Closing Date, Seller shall prepare and deliver to Buyer an allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price to be allocated among the assets of the Target Companies pursuant to (and to the extent necessary to comply with) Section 1060 of the Code and applicable Treasury Regulations (or, if applicable, any similar provision under state, local or foreign law or regulation). Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return). (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. (a) On or prior to Within ninety (90) days after the Closing Date, Seller Buyer shall prepare and deliver provide to Sellers a draft Purchase Price allocation (the "Purchase Price Allocation"). Sellers shall propose to Buyer an allocation schedule (any changes in the “Proposed draft Purchase Price Allocation Schedule”) setting forth within 30 days of the receipt thereof. In the event that portion of no such changes are proposed in writing to Buyer within such time, Sellers shall be deemed to have agreed to the Purchase Price Allocation. If any such changes are proposed, Sellers and Buyer shall negotiate in good faith and shall use their reasonable efforts to agree upon the final Purchase Price Allocation. Notwithstanding the foregoing, if Sellers and Buyer cannot agree upon a Purchase Price Allocation, Sellers and Buyer covenant and agree to file, and cause their respective Affiliates to file, all Tax Returns consistent with each of Sellers' and Buyer's good faith allocations, unless otherwise required by law. For purposes of this subsection 10.7(a), the Purchase Price Allocation shall be allocated among the assets of the Target Companies pursuant to (and to the extent necessary to comply with) Section done in a manner consistent with section 1060 of the Code and applicable the Treasury Regulations regulations promulgated thereunder. (orb) If Sellers and Buyer reach an agreement on the Purchase Price Allocation as provided above, if applicableSellers and Buyer agree to act in accordance with such Purchase Price Allocation for all purposes, including for purposes of any similar Tax Return. Except as otherwise required by a Governmental Authority or by a Taxing authority pursuant to a "determination" as defined in Section 1313(a) of the Code (or any comparable provision under of state, local or foreign law law) or regulation). Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller in writing (execution of an “Allocation Notice”) of any changes or additions to the Proposed Allocation ScheduleIRS Form 870-AD, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller Sellers and Buyer agree to executereport the transactions contemplated by this Agreement in a manner consistent with such Purchase Price Allocation, if requested by the Expertand agree not to take any position on any Tax Return inconsistent therewith, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert conduct any audit, Tax proceeding or Tax litigation relating thereto in a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party manner consistent with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employeesPurchase Price Allocation. (c) The Parties agree to act in accordance with Purchase Price Allocation shall be adjusted if the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of Purchase Price is adjusted under any Tax Return). (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions provision of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. Parent and Company agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Merger Consideration (aand any other items that are treated as additional consideration for Tax purposes) On or among the assets of the Company in accordance with the allocation principles set forth on Section 6.14 of the Disclosure Schedule. No later than thirty (30) days prior to the Closing Date, Seller Parent shall prepare and deliver to Buyer an Company a proposed allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price to be allocated among the assets of the Target Companies pursuant to Merger Consideration (and any other items that are treated as additional consideration for Tax purposes) to the extent necessary to comply with) Company, determined in a manner consistent with Section 1060 of the Code and applicable the Treasury Regulations promulgated thereunder and Section 6.14 of the Disclosure Schedule (or, if applicable, any similar provision under state, local or foreign law or regulation“Parent’s Allocation”). Buyer will have thirty If Company disagrees with Parent’s Allocation, Company may, within fifteen (3015) Business Days following the Closing Date during which to notify Seller in writing days after delivery of Parent’s Allocation, deliver a notice (an “Company’s Allocation Notice”) of any changes or additions to the Proposed Allocation ScheduleParent to such effect, specifying those items as to which Company disagrees and setting forth in reasonable detail Company’s proposed allocation. If Company’s Allocation Notice is duly delivered, Company and Parent shall, during the basis of ten (10) days following such changes or additions. In reviewing or revising the Proposed Allocation Scheduledelivery, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Merger Consideration (and any other items that are treated as additional consideration for Tax purposes) and, unless Parent and Company do not agree on an allocation of the allocations Merger Consideration, Parent and Company agree to file IRS Form 8594 and any other tax filings consistently with such agreed allocation. Notwithstanding the foregoing, in the event that Parent and Company do not agree on an allocation of the Merger Consideration (and any other items that are treated as additional consideration for Tax purposes) among the assets of Company, Parent and Company shall each be entitled to take any reasonable position with respect thereto, provided that such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance position is consistent with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate 6.14 of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employeesDisclosure Schedule. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return). (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. Sellers and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Purchase Price (aas finally determined pursuant to Section 3.2) On or prior and any other items that are treated as additional consideration for Tax purposes among the Acquired Assets in accordance with the allocation agreed to pursuant to this Section 7.1. No later than sixty (60) days after the date on which the Purchase Price is finally determined pursuant to Section 3.2, Sellers shall deliver to Purchaser a proposed allocation of the Purchase Price (as finally determined pursuant to Section 3.2) and any other items that are treated as additional consideration for Tax purposes to Purchaser as of the Closing Date, Seller shall prepare and deliver to Buyer an allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price to be allocated among the assets of the Target Companies pursuant to (and to the extent necessary to comply with) determined in a manner consistent with Section 1060 of the Code and applicable the Treasury Regulations promulgated thereunder (or, if applicable, any similar provision under state, local or foreign law or regulationthe “Sellers’ Allocation”). Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation ScheduleIf Purchaser disagrees with Sellers’ Allocation, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation SchedulePurchaser may, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days days after delivery of such noticeSellers’ Allocation, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice deliver a notice (the “Unresolved Purchaser’s Allocation ChangesNotice”) shall be submitted to an independentSellers to such effect, internationally recognized accounting firm jointly selected by Buyer specifying those items as to which Purchaser disagrees and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in Purchaser’s proposed allocation. If Purchaser’s Allocation Notice is duly delivered, Sellers and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable detail their proposed allocations. The Expert shall act as an arbitrator efforts to determine, based reach agreement on the provisions disputed items or amounts in order to determine the allocation of this the Purchase Price (as finally determined pursuant to Section 10.7(b3.2) and any other items that are treated as additional consideration for Tax purposes. Notwithstanding the definitions referred to hereinforegoing, only in the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate event that Purchaser and Sellers do not agree on an allocation of the allocation schedule based on its determination of Purchase Price among the Unresolved Allocation Changes Acquired Assets, Purchaser and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted Sellers shall each be entitled to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences take any reasonable position with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employeesthereto. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return). (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. The consideration (aincluding the Assumed Liabilities) On or prior delivered by Purchaser to the Closing Date, Seller pursuant to this Agreement shall prepare and deliver to Buyer an allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price to be allocated among the assets of Purchased Assets in accordance with the Target Companies pursuant to Purchase Price Allocation Methodology Schedule attached hereto as Annex B (the “Purchase Price Allocation Methodology Schedule”), which the Parties acknowledge and to the extent necessary to comply with) agree is consistent with Section 1060 of the Code and applicable the Treasury Regulations promulgated thereunder. Within ninety (or, if applicable, any similar provision under state, local or foreign law or regulation). Buyer will have thirty (3090) Business Days days following the Closing Date during which Closing, Purchaser shall provide to Seller a draft allocation of the consideration (including the Assumed Liabilities), prepared in accordance with the Purchase Price Allocation Methodology Schedule. Seller shall have fifteen (15) days following receipt of such draft allocation to notify Seller in writing (an “Allocation Notice”) Purchaser of any changes disagreements or additions objections that Seller has to the Proposed Allocation Schedulesuch draft allocation. If Seller does not provide such notice, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer Seller shall be entitled deemed to reasonable access have consented to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Scheduledraft allocation. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date If Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of provides such notice, the matter will be resolved Parties shall cooperate in accordance with Section 10.7(b). good faith to resolve any disagreement or objection; provided that to the extent the Parties are not able to resolve any such disagreement or objection within seven (b7) Any amounts remaining in days, the Parties shall (i) submit such dispute at to an independent accounting firm mutually agreeable to the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice Parties (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “ExpertIndependent Accountant”). Seller and Buyer agree to execute, if requested by (ii) reasonably cooperate with the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences Independent Accountant with respect to its resolution of the dispute between draft allocation and (iii) and each bear one-half of any fees of the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretionIndependent Accountant. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return). (d) The dispute Independent Accountant’s resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.of

Purchase Price Allocation. (a) On or prior to To the Closing Dateextent needed for purposes of satisfying any Conveyance Tax related requirements, the Seller shall prepare and deliver to provide no later than one (1) Business Day following the delivery by the Buyer of the Pre-Closing Statement an allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Estimated Purchase Price to be allocated among the assets of the Target Companies pursuant to Company that are relevant for such Conveyance Tax related purposes (and excluding German RETT, as defined below) (the “Preliminary Allocation”). If the Buyer disagrees with the Preliminary Allocation provided by the Seller, the Seller shall reasonably consider in good faith any comments of the Buyer. For the avoidance of doubt, the Preliminary Allocation shall not be binding on the Parties for purposes of Section 2.4(b); provided, however, that any such amounts shall be treated as final to the extent necessary that such allocation is required to comply with) Section 1060 of the Code and be final pursuant to applicable Treasury Regulations (or, if applicable, any similar provision under state, local or foreign law or regulation). Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b)Law. (b) Any amounts remaining in dispute at Within one hundred and twenty (120) days after the conclusion determination of such thirty the Final Purchase Price under Section 2.3 (30Purchase Price Adjustment) Business Day period that were included in hereunder or as soon as reasonably practicable thereafter, the Allocation Notice Buyer shall allocate for U.S. federal Income Tax purposes the Final Purchase Price (together with any other items properly treated as part of the purchase price for U.S. federal Income Tax and other applicable Tax purposes) among the assets of the Company (the “Unresolved Proposed Allocation”), and the Buyer shall promptly provide a copy of the Proposed Allocation Changes”) to the Seller. The Proposed Allocation shall be submitted to an prepared taking into account any substantially contemporaneous written valuation reports prepared by any independent, internationally recognized accounting firm jointly selected by Buyer third party valuation firms with the requisite expertise and Seller (the “Expert”). Seller and Buyer agree to executeexperience, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and extent available to the Expert a notice setting forth in reasonable detail their proposed allocationsParties. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within Within forty-five (45) Business Days after days thereafter, the matter has been submitted Seller will deliver either a notice accepting the Proposed Allocation or a statement setting forth in reasonable detail any objections thereto and the basis for such objections. If the Seller timely delivers a statement setting forth objections to the ExpertProposed Allocation in accordance with the previous sentence, which written determination the Buyer and the Seller will use good faith efforts to resolve such objections. If the Buyer and the Seller are unable to mutually agree on the allocation, the dispute resolution procedure set forth in Section 2.3(b) (Purchase Price Adjustment) will control mutatis mutandis. If the Seller accepts the Proposed Allocation, the Proposed Allocation shall be finalbinding on the Parties. The agreed allocation shall be amended to reflect any adjustment to the Final Purchase Price hereunder. Unless otherwise required by applicable Law, binding the Buyer, the Company Group and conclusive. Each the Seller will report the allocation of the Parties shall furnish, at its own expense, total consideration in a manner consistent with the Expert allocation statement as finally determined pursuant to this Section 2.4 for all Tax purposes and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act in accordance with such allocation in the Final Allocation Schedule for preparation and timely filing of all Tax purposes (including for purposes of the filing of Returns and any Tax Return)proceeding, audit or similar Action unless otherwise required by applicable Law. (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. The Buyer and the Seller acknowledge that, because the Company (aincluding, for the avoidance of doubt, each subsidiary of the Company) On or prior is considered an entity disregarded as separate from the Seller for U.S. federal tax purposes, the Seller will be treated for U.S. federal tax purposes as selling to the Closing Date, Seller shall prepare and deliver to Buyer an allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion all of the assets owned by the Company (including, for the avoidance of doubt, each subsidiary of the Company). For U.S. federal (and applicable state, local and non-U.S.) tax purposes, the Buyer and the Seller agree that the Closing Purchase Price to shall be allocated among the assets of the Target Companies pursuant to Company (and to the extent necessary to comply withits subsidiaries) in accordance with Section 1060 of the Code and applicable the Treasury Regulations issued thereunder. No later than ninety (or, if applicable, any similar provision under state, local or foreign law or regulation). Buyer will have thirty (3090) Business Days days following the Closing Date during which to notify Date, the Seller in writing shall prepare a proposed allocation schedule (an the “Initial Allocation NoticeSchedule”) of any changes or additions and provide such Initial Allocation Schedule to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additionsBuyer. In reviewing or revising the Proposed Allocation Schedule, The Buyer shall be entitled to reasonable access to all relevant bookshave the right, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days days after such delivery, to review and object to the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Initial Allocation Schedule”) . The Seller and (B) failing such agreement within the Buyer shall seek in good faith for thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted days thereafter to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences resolve any disagreements between them with respect to the dispute between the Parties, at which conference each Party shall have the right to present Initial Allocation Schedule. Any disagreements remaining after such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert thirty-day period shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined resolved by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act Accountants in accordance with the Final dispute resolution procedure set forth in Section 9.5 and any determination by the Accountants with respect thereto shall be final and binding on the Seller and the Buyer absent manifest error (the allocation schedule, as so agreed upon by the parties and as so determined by the Accountants, the “Allocation Schedule”). The Allocation Schedule for all shall be amended to reflect any adjustment, as required herein, to the consideration to be paid pursuant to this Agreement. The parties shall each report the U.S. federal, state and local and other Tax purposes consequences of the purchase and sale contemplated hereby (including for purposes of the filing of any Tax Return). (dInternal Revenue Service Form 8594) The dispute resolution provisions of this Section 10.7 in a manner consistent with the Allocation Schedule and shall not apply to, and the scope of the Expert’s authority herein shall not extend to, take any dispute of the Parties relating inconsistent position with respect to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation ChangesSchedule unless otherwise required by applicable Laws.

Purchase Price Allocation. (a) On or prior to No later than 60 days after the Closing Date, Seller Buyer shall prepare and deliver to Buyer an Seller a proposed allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price and any other items that are treated as additional consideration for Tax purposes as of the Closing Date among the assets of the Company and other appropriate items (“Buyer’s Allocation”). Buyer’s Allocation shall be determined in a manner consistent with the Section 1060 of the Code and the Treasury Regulations promulgated thereunder or applicable rules in the jurisdiction in which the relevant assets of the Company are located. If Seller disagrees with Buyer’s Allocation, Seller may, within 30 days after delivery of Buyer’s Allocation, deliver a notice (“Seller’s Allocation Notice”) to Buyer to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation. If Seller’s Allocation Notice is duly delivered, Buyer and Seller shall, during the 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 Purchase Price. If Buyer and Seller are unable to reach such agreement, they shall promptly thereafter retain an independent accounting firm of recognized international standing that is not the auditor of either the Seller or the Buyer (the “Arbiter”) to resolve any remaining disputes. The allocations, as prepared by Buyer if no Seller’s Allocation Notice has been duly given pursuant to this Section 8.2, as adjusted pursuant to any agreement between Seller and Buyer or as determined by the Arbiter (the “Allocations”), shall be conclusive and binding on Parent, Seller and Buyer. Neither Buyer nor Parent or Seller shall (and each shall cause their respective Affiliates not to) take any position inconsistent with the Allocations on any Tax Return or in any Proceeding related to Tax, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign Applicable Law). Seller and Buyer shall file all Tax Returns consistent with the Allocations. Any subsequent adjustments to the Purchase Price or shall be allocated among the assets of the Target Companies pursuant to (and to the extent necessary to comply with) Section 1060 of the Code and applicable Treasury Regulations (or, if applicable, any similar provision under state, local or foreign law or regulation). Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller Company in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period a manner that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act in accordance is consistent with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return)Allocations. (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. (a) On or prior to No later than 90 days following the Closing Date, Seller the Purchasers shall prepare provide the Sellers with a proposed allocation of the Purchase Price and the Assumed Liabilities among the Purchased Assets. If the Sellers do not deliver a written notice disagreeing with the Purchasers’ proposed allocation within 30 days following the Sellers’ receipt thereof, the proposed allocation shall be final. If the Sellers deliver a written notice disagreeing with the Purchasers’ proposed allocation within 30 days following the Sellers’ receipt thereof, the Parties shall use commercially reasonable efforts to Buyer resolve such dispute within 30 days following the date of the dispute notice. If the Sellers and the Purchasers are unable to resolve such dispute within such 30-day period, they shall refer such dispute to an independent accounting firm or appraisal firm jointly selected by the Parties, whose determination shall be final and binding on the Sellers and the Purchasers for all purposes of this Agreement. The final allocation of the Purchase Price and the Assumed Liabilities among the Purchased Assets, determined in accordance with this Section 7.4(b), shall be set forth on a written schedule (the “Proposed Allocation Schedule”) setting forth that portion ). The expenses, fees and costs of the Purchase Price independent accounting firm or appraisal firm shall be shared equally between the Sellers, on the one hand, and the Purchasers, on the other hand. The Sellers and the Purchasers agree to prepare and file any Tax Returns required to be allocated among filed with any taxing authority (including Internal Revenue Service Form 8594 and any comparable form under state, local, or foreign law) in accordance with the assets of the Target Companies pursuant to (and Allocation Schedule, except to the extent necessary otherwise required pursuant to comply witha “determination” within the meaning of Section 1313(a) Section 1060 of the Code and applicable Treasury Regulations (or, if applicable, or any similar comparable provision under of state, local or foreign law or regulationlaw). Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller Purchasers and Sellers shall not take any position contrary thereto or inconsistent therewith in writing (an “Allocation Notice”) of any changes audits or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes examinations by any Governmental Authority or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the any other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevantproceeding; provided, however, that copies nothing contained herein shall prevent Purchasers or Sellers from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of all such documents the Allocation Schedule and materials neither Purchasers nor Sellers shall be concurrently delivered required to the other Party in the same manner as litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employeesAllocation Schedule. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return). (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. (a) On or prior to before the date that is one hundred and twenty (120) calendar days following the Closing Date, Seller Buyer shall prepare and deliver to Buyer an ABI a proposed allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price to be allocated (including any Liabilities that are assumed or deemed assumed by Buyer for United States federal income Tax purposes) among the Transferred Assets and the assets of owned (or deemed owned for U.S. federal income Tax purposes) by the Target Companies pursuant to (and to the extent necessary to comply with) JV in accordance with Section 1060 of the Code and applicable the Treasury Regulations promulgated thereunder (orsuch allocation, if applicable, any similar provision under state, local or foreign law or regulationthe “Buyer Allocation”). If ABI disagrees with the Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation ScheduleAllocation, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation ScheduleABI may, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days calendar days after delivery of the Buyer Allocation, deliver a notice (the “ABI Allocation Notice”) to Buyer to such noticeeffect, specifying those items as to which ABI disagrees and setting forth ABI’s proposed allocation. If the matter will be resolved ABI Allocation Notice is duly delivered, Buyer and ABI shall, during the fifteen (15) calendar days following such delivery, work together in accordance with Section 10.7(b). (b) Any amounts good faith to reach agreement on the disputed items or amounts. If Buyer and ABI are unable to reach such agreement, they shall promptly thereafter submit for resolution the items remaining in dispute at to an independent accountant and shall instruct the conclusion of independent accountant to make a determination regarding such dispute as promptly as practicable, and in any event within thirty (30) Business Day period that were included in calendar days after the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver date on which such dispute is referred to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five independent accountant (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with or such documents and other written information longer period as the Expert independent accountant may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretionreasonably require). The fees and expenses of the Expert independent accountant shall be borne allocated evenly between Buyer and ABI. The allocation, as prepared by Seller Buyer if no ABI Allocation Notice has been timely given, as adjusted pursuant to any agreement between Buyer and BuyerABI, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be or as determined by the Expertindependent accountant (the “Allocation”), shall be conclusive and binding on the parties hereto. Each Party will bear To the costs of its own counselextent permitted by applicable Law, witnesses (if any) Buyer and employees. (c) The Parties ABI agree to (and shall cause their respective Affiliates to) report, act and file in accordance with the Final Allocation Schedule for all in any relevant Tax purposes (including for purposes Returns or Tax filings and to cooperate in the preparation of any such Tax forms. The parties hereto shall promptly advise one another of the filing existence of any Tax Returnaudit, controversy, litigation or other Tax proceeding related to the Allocation. None of the parties hereto shall take any position (whether on any Tax Returns, in any Tax proceeding or otherwise with respect to Taxes) that is inconsistent with the Allocation except to the extent required by applicable Law or otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or non-United States Law). (d) The dispute resolution provisions . Buyer and ABI will revise the Allocation to the extent necessary to reflect any adjustments to the Purchase Price. In the case of this Section 10.7 any such adjustment, Buyer shall not apply toprepare and deliver to ABI a revised Allocation, and the scope parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changessuch revision.

Purchase Price Allocation. (a) On The Parties agree to allocate the Purchase Price (and any liabilities taken into account as consideration for the Company Interests under applicable Tax Law) among the Interests of the Company Entities and, further, for purposes of Section 1060 or prior Sections 743, 751 and 755 of the Code and the Treasury Regulations promulgated thereunder (and any comparable or similar provisions of applicable state and local Tax Law), as the case may be, to allocate the portion of the Purchase Price (including any liabilities taking into account as consideration for the Company Interests under applicable Tax Law) allocated to the Closing Interests of the applicable Company Entity among the separate classes of assets of such Company Entity in accordance with this Section 2.5. (b) No later than sixty (60) days after the Final Settlement Date, Seller Buyer shall prepare and deliver to Buyer an Seller a proposed allocation schedule (the “Proposed Allocation ScheduleAllocation”) setting forth that portion of the Purchase Price to be allocated among the assets of the Target Companies pursuant to (and to the extent necessary to comply with) consistent with Section 1060 of the Code and applicable Treasury Regulations (or, if applicable, any similar provision under state, local or foreign law or regulation2.5(a). If Seller disagrees with any items reflected in the Proposed Allocation, then Seller shall notify Buyer will have in writing of such disputed items within sixty (60) days after receipt thereof, and, thereafter, Seller and Buyer shall cooperate in good faith to resolve such disputed items for a period of thirty (30) Business Days following days (or such longer period as mutually agreed by the Closing Date during which Parties). To the extent that Seller and Buyer are unable to notify Seller in writing (an “Allocation Notice”) of resolve any changes or additions disputed items, the Parties shall jointly submit any remaining disputed items for resolution to the Proposed Allocation ScheduleIndependent Accounting Firm, setting forth and shall instruct the Independent Accounting Firm to render its decision (which decision shall include a written statement of findings and conclusions, including a written explanation of its reasoning with respect to such findings and conclusions) resolving the matters in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement dispute in accordance with this Section 2.5 within thirty (30) Business Days of days after such noticefirm is retained, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) which decision shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer final and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based binding on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert Independent Accounting Firm pursuant to this Section 2.5 shall be borne by Seller and Buyer, respectively, the Parties in inverse proportion to their respective success on the degree that each prevails in the disputemerits, which proportionate and such allocation of fees and expenses shall also be determined calculated by the ExpertIndependent Accounting Firm and shall be final and binding on the Parties. Each Party will bear The purchase price allocation as finally agreed or determined pursuant to this Section 2.5 shall be the costs of its own counsel, witnesses (if any) and employees“Final Allocation.” (c) The Parties agree Final Allocation, as adjusted to act take into account any subsequent adjustments to the Purchase Price (and any liabilities taken into account as consideration for the Company Interests under applicable Tax Law), shall be binding on the Buyer, the Company Entities and Seller and their respective Affiliates for all Tax purposes. The Buyer, the Company Entities and Seller and their respective Affiliates shall report, act, and file Tax Returns (including IRS Form 8594, IRS Form 8308 and the informational statements required pursuant to Treasury Regulations Sections 1.743-1(k)(1)(i) and 1.751-1(a)(3), as applicable) in accordance all respects and for all purposes consistent with the Final Allocation Schedule for all Tax purposes (including for purposes and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the filing of any Tax Return)Final Allocation. (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. (a) On or prior For Tax purposes, Seller and Purchaser agree to (and agree to cause their respective Affiliates to) allocate the Closing DatePurchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes among the assets and shares deemed sold for U.S. federal income tax purposes in accordance with this Section 6.3. (b) No later than sixty (60) days after the date on which the Purchase Price is finally determined pursuant to Section 2.9, Seller shall prepare and deliver to Buyer an Purchaser a proposed allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price (as finally determined pursuant to be allocated Section 2.9) and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets (including if applicable among the assets of any Disregarded Entity that is organized under the Target Companies pursuant to (laws of the United States or any state thereof and to any Section 336/338 Entity), which allocation shall incorporate, reflect and be consistent with the extent necessary to comply with) Section Transaction Tax Treatment, and be determined in a manner consistent with Sections 338 and 1060 of the Code and applicable the Treasury Regulations promulgated thereunder (or, if applicable, any similar provision under state, local or foreign law or regulationthe “Seller’s Allocation”). Buyer will have thirty (30) Business Days following If Purchaser disagrees with the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation ScheduleSeller’s Allocation, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation SchedulePurchaser may, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days days after delivery of the Seller’s Allocation, deliver a notice (“Purchaser’s Allocation Notice”) to Seller to such noticeeffect, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. If Purchaser’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the “Unresolved Allocation Changes”) shall be submitted disputed items or amounts in order to an independent, internationally recognized accounting firm jointly selected by Buyer determine the allocation of the Purchase Price (and Seller (the “Expert”other relevant amounts). If Seller and Buyer agree Purchaser are unable to executereach such agreement, if requested by they shall promptly thereafter cause the Expert, a reasonable engagement letterIndependent Accounting Firm to resolve any remaining disputes. Buyer Any allocation of the Purchase Price (and Seller will each deliver other relevant amounts) determined pursuant to the other decision of the Independent Accounting Firm shall incorporate, reflect and to be consistent with the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on Transaction Tax Treatment and the provisions terms of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation ChangesAgreement. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees Any costs and expenses of the Expert Independent Accounting Firm incurred pursuant to this Section 6.3(b) shall be borne equally by the Seller, on the one hand, and Purchaser, on the other hand. The allocation, as prepared by Seller if no Purchaser’s Allocation Notice has been timely given, as adjusted pursuant to any agreement between Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be Purchaser or as determined by the ExpertIndependent Accounting Firm pursuant to this Section 6.3(b) (the “Allocation”), shall be conclusive and binding on the Parties. Each Party will bear The Allocation shall be adjusted, as necessary, to reflect any subsequent payments treated as adjustments to the costs of its own counselPurchase Price pursuant to Section 6.4. Any such adjustment shall be allocated, witnesses consistent with this Section 6.3(b), to the asset, assets, share or shares (if any) and employeesto which such adjustment is attributable. (c) The Parties agree to act Purchaser shall allocate the “adjusted grossed-up basis” (as defined in accordance Treasury Regulations Section 1.336-4 or 1.338-5, as applicable) and Seller shall allocate the “aggregate deemed asset disposition price” (as defined in Treasury Regulations Section 1.336-3) or the “aggregate deemed sale price” (as defined in Treasury Regulations Section 1.338-4), as applicable, in each case, among the assets and equity interests deemed sold for U.S. federal income tax purposes in a manner consistent with the Final Allocation Schedule for and applicable Treasury Regulations. Seller and Purchaser shall (and shall cause their respective Affiliates to) (i) prepare and file all Tax purposes Returns (including for purposes of the filing of Section 336/338 Forms), in a manner consistent with the Transaction Tax Treatment, the Section 336/338 Elections and the Allocation and (ii) not take any position inconsistent therewith on any Tax Return). (d, in connection with any Tax Proceeding or otherwise, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein Code (or any applicable analogous provision of state, local or non-U.S. Law). In the event that the Allocation is disputed by any Taxing Authority, the Party receiving notice of such dispute shall not extend to, any dispute promptly notify the other Party in writing of such notice and resolution of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changesdispute.

Purchase Price Allocation. (a) On or prior to before the date that is one hundred and twenty (120) calendar days following the Closing Date, Seller Buyer shall prepare and deliver to Buyer an ABI a proposed allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price to be allocated (including any Liabilities that are assumed or deemed assumed by Buyer for United States federal income Tax purposes) among the Transferred Assets and the assets of owned (or deemed owned for U.S. federal income Tax purposes) by the Target Companies pursuant to (and to the extent necessary to comply with) JV in accordance with Section 1060 of the Code and applicable the Treasury Regulations promulgated thereunder (orsuch allocation, if applicable, any similar provision under state, local or foreign law or regulationthe “Buyer Allocation”). If ABI disagrees with the Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation ScheduleAllocation, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation ScheduleABI may, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days calendar days after delivery of the Buyer Allocation, deliver a notice (the “ABI Allocation Notice”) to Buyer to such noticeeffect, specifying those items as to which ABI disagrees and setting forth ABI’s proposed allocation. If the matter will be resolved ABI Allocation Notice is duly delivered, Buyer and ABI shall, during the fifteen (15) calendar days following such delivery, work together in accordance with Section 10.7(b). (b) Any amounts good faith to reach agreement on the disputed items or amounts. If Buyer and ABI are unable to reach such agreement, they shall promptly thereafter submit for resolution the items remaining in dispute at to an independent accountant and shall instruct the conclusion of independent accountant to make a determination regarding such dispute as promptly as practicable, and in any event within thirty (30) Business Day period that were included in calendar days after the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver date on which such dispute is referred to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five independent accountant (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with or such documents and other written information longer period as the Expert independent accountant may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretionreasonably require). The fees and expenses of the Expert independent accountant shall be borne allocated evenly between Buyer and ABI. The allocation, as prepared by Seller Buyer if no ABI Allocation Notice has been timely given, as adjusted pursuant to any agreement between Buyer and BuyerABI, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be or as determined by the Expertindependent accountant (the “Allocation”), shall be conclusive and binding on the parties hereto. Each Party will bear To the costs of its own counselextent permitted by applicable Law, witnesses (if any) Buyer and employees. (c) The Parties ABI agree to (and shall cause their respective Affiliates to) report, act and file in accordance with the Final Allocation Schedule for all in any relevant Tax purposes (including for purposes Returns or Tax filings and to cooperate in the preparation of any such Tax forms. The parties hereto shall promptly advise one another of the filing existence of any Tax Returnaudit, controversy, litigation or other Tax proceeding related to the Allocation. None of the parties hereto shall take any position (whether on any Tax Returns, in any Tax proceeding or otherwise with respect to Taxes) that is inconsistent with the Allocation except to the extent required by applicable Law or otherwise required pursuant to a “determination” within the meaning of 13 Section 1313(a) of the Code (or any analogous provision of state, local or non-United States Law). (d) The dispute resolution provisions . Buyer and ABI will revise the Allocation to the extent necessary to reflect any adjustments to the Purchase Price. In the case of this Section 10.7 any such adjustment, Buyer shall not apply toprepare and deliver to ABI a revised Allocation, and the scope parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changessuch revision.

Purchase Price Allocation. (a) On or prior to The Parties agree, because the Closing Date, Seller shall prepare and deliver to Buyer Company will be an allocation schedule (the “Proposed Allocation Schedule”) setting forth entity that portion is disregarded as separate from its owner for U.S. federal income tax purposes as of the Purchase Price to Closing, that the purchase and sale of the Interests hereunder will be allocated among treated as a purchase of the assets of the Target Companies pursuant Company for U.S. federal income tax purposes. Exhibit D describes the principles that will be utilized to (allocate the amounts paid and to the extent liabilities assumed in connection with the transactions contemplated by this Agreement, adjusted as necessary to comply with) determine the Seller’s amount realized and Purchaser’s cost of the purchased assets hereunder for U.S. federal income tax purposes (which amount shall be determined in accordance with Exhibit D), among the Company’s assets in accordance with the general principles of Section 1060 of the Code and applicable the Treasury Regulations pursuant thereto or any successor provision and includes an example (orbased on the numbers set forth in the Interim Financial Statements, if applicableas appropriately adjusted for tax purposes) illustrating how these principles are to be applied. Within 30 days after the adjustments to the Estimated Closing Purchase Price have been finalized in accordance with Section 2.6, any similar provision under state, local or foreign law or regulationthe Purchaser shall deliver to Seller a Form 8594 with an allocation that is consistent with the principles of Exhibit D and the example set forth therein (the “Proposed Allocation”). Buyer will have thirty (30) Business Days following the Closing Date during which to notify If Seller in writing (an “Allocation Notice”) of any changes or additions does not deliver a written objection to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall (which objection may only be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives raised to the extent Buyer reasonably requests such information the allocation is inconsistent with the principles of Exhibit D and reasonable access to complete its review or revision the example set forth therein) setting forth the items of disagreement within 30 days of receipt of the Proposed Allocation Schedule. After Buyer submits an Allocation NoticeAllocation, then it will deemed to be accepted by Seller and will be the final allocation (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “ExpertAllocation”). Seller If no agreement is reached within 30 days, the items of dispute shall be referred to the Settlement Accountants for resolution. The Settlement Accountants will address only the items of dispute and Buyer agree are required to execute, if requested resolve such items in a manner that is consistent with the principles of Exhibit D and the example set forth therein. Procedures and terms of engagement for this purpose will be the same as set forth in Section 2.6 of this Agreement. The resolution provided by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert Settlement Accountant shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes deemed final by all parties, and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusivethe Final Allocation. Each None of the Parties will take a position on any Tax Return that is inconsistent with the Final Allocation, and the Parties shall furnishfile all Tax Returns and forms (including Form 8594 and comparable forms under other Tax law) consistently with the Final Allocation, at its own expenseexcept as required by a final determination (as defined in Section 1313 of the Code) or any comparable concept under applicable state or local law. For the avoidance of doubt, the Expert and consistency requirement of the preceding sentence does not extend to taking positions in connection with any audit or other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; providedproceeding conducted by, or any litigation with, any Tax Authority, so that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences event a Tax Authority raises any issues with respect to the dispute between the Parties, at which conference Final Allocation each Party shall have the right to present may take any position and settle or otherwise compromise any such additional documentsaudit, materials and other information and to be accompanied proceeding or represented by such Representatives as each Party shall choose litigation in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act in accordance discretion whether or not consistent with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return)Allocation. (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. Not later than fifteen (a15) On or prior to days following the Closing Datedate on which Final Net Working Capital is finally determined, Seller the Buyer shall prepare and deliver provide to Buyer an allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of Sellers a statement allocating the Purchase Price to be allocated (plus other capitalized costs) among the assets of the Target Companies pursuant to (and to the extent necessary to comply with) Assets in accordance with Section 1060 of the Code and applicable the Treasury Regulations promulgated thereunder (or, if applicable, and any similar provision under of state, local or foreign law or regulationLaw, as appropriate) (the “Allocation Statement”). Within twenty (20) days after receipt of such Allocation Statement, Sellers will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event that no such changes are proposed in writing to Buyer within such time period, Sellers will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Sellers will have thirty (30) Business Days following the Closing Date during which attempt in good faith to notify Seller in writing (an “Allocation Notice”) of resolve any changes or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences differences with respect to the Allocation Statement, in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Sellers. If Buyer and Sellers are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accounting Firm for resolution. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution, the Independent Accounting Firm will determine those matters in dispute between and will render a written report as to the Partiesdisputed matters and the resulting allocation of the Purchase Price, at which conference each Party report shall have be conclusive and binding on the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretionparties. The fees and expenses of the Expert Independent Accounting Firm in respect of such report shall be borne paid one-half by Seller Buyer and one-half by Sellers. The Buyer, respectivelythe Company, the Sellers, and their respective Affiliates shall report, act and file all Tax Returns in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) all respects and employees. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (consistent with such Allocation Statement as so finalized, including for purposes of (i) Treasury Regulations Section 1.1060-1 in determining Buyer’s adjustment to the filing U.S. federal income tax basis of the Assets and (ii) Treasury Regulations Section 1.751-1(a)(2) in determining the character of each Seller’s gain or loss, as the case may be, for U.S. federal income tax purposes in respect of the transactions contemplated by this Agreement. Further, neither the Buyer, the Company nor the Sellers shall take any position that is inconsistent with such final Allocation Statement unless required to do so by applicable Law. In the event that any adjustment is required to be made to the Allocation Statement as a result of the payment of any additional purchase price for the Assets or otherwise, Buyer shall prepare, and shall provide to Sellers, a revised Allocation Statement reflecting such adjustment. Such revised Allocation Statement shall be subject to review and resolution of timely raised disputes in the same manner as the initial Allocation Statement. Each of Buyer and each Seller shall file or cause to be filed a revised IRS Form 8594 reflecting such adjustment as so finalized for its taxable year that includes the event or events giving rise to such adjustment, and (except as required by future revised Allocation Statements) shall not take any position on any Tax Return or in the course of any Tax Return)audit, review, or litigation inconsistent with the allocation provided in the revised Allocation Statement. (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. (a) On or prior to Within sixty (60) days after the Closing Date, Seller the Purchaser shall prepare and deliver provide to Buyer an the Company a draft purchase price allocation schedule (the “Proposed Allocation SchedulePrice Allocation”) setting forth that portion of the Purchase Price to ), which shall be allocated among the assets of the Target Companies pursuant to (and prepared in a manner consistent with Applicable Law. The Company shall propose to the extent necessary to comply with) Section 1060 of the Code and applicable Treasury Regulations (or, if applicable, any similar provision under state, local or foreign law or regulation). Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of Purchaser any changes or additions to the Proposed draft Price Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days days of the receipt thereof. If any such noticechanges are proposed, the matter will be resolved Company and the Purchaser shall negotiate in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at good faith and shall use their reasonable efforts to agree upon the conclusion of such thirty (30) Business Day period that were included in final Price Allocation. Notwithstanding the Allocation Notice (foregoing, if the “Unresolved Allocation Changes”) shall be submitted to an independentCompany and the Purchaser cannot agree upon a final Price Allocation, internationally recognized accounting firm jointly selected by Buyer the Company and Seller (the “Expert”). Seller Purchaser covenant and Buyer agree to executefile and cause their respective Affiliates to file, if requested all Tax Returns (including amended returns and claims for refund) consistent with each of the Company’s and the Purchaser’s good faith allocations, unless otherwise required by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocationslaw. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) Company and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties Purchaser agree to act in accordance with the Final Allocation Schedule Price Allocation, if agreed to by both the Company and the Purchaser, or in accordance with their respective good faith allocations, if the Company and the Purchaser do not agree to the Price Allocation, for all Tax purposes (including for purposes of the filing of and agree not to take any position on any Tax Return)Return inconsistent therewith, and to conduct any audit, Tax proceeding or Tax litigation relating thereon in a manner consistent therewith. (db) The dispute resolution provisions of Any indemnification payment treated as an adjustment to the total consideration paid for the Acquired Assets under Section 6.2 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 Acquired Assets in accordance with the Price Allocation method provided in this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes2.6.

Purchase Price Allocation. (a) On or prior to As soon as practicable after the date hereof and, in any event, within thirty (30) days after the Closing Date, Seller Buyer shall prepare and deliver to Buyer the Sellers an allocation schedule substantially in the form attached hereto as Exhibit C (the “Proposed Allocation ScheduleStatement”) setting forth that portion allocating the consideration paid by Buyer to the Sellers hereunder, as determined for United States federal income Tax purposes pursuant to Treasury Regulations Section 1.1060-1(c) (the “Tax Purchase Price”), among the Transferred Assets in accordance with the provisions of Treasury Regulations Section 1.1060-1(c) and the other provisions of the Treasury Regulations referred to therein. Buyer shall consult with the Sellers regarding the allocation prior to delivering the Allocation Statement to the Sellers, and Buyer and the Sellers shall use commercially reasonable efforts to jointly agree upon the allocation prior to Buyer delivering the Allocation Statement to the Sellers. If within thirty (30) days after the delivery of the Allocation Statement, the Sellers notify Buyer in writing that the Sellers object to the allocation set forth in the Allocation Statement, then Buyer and the Sellers shall use commercially reasonable efforts to resolve such dispute within thirty (30) days following the date of Buyer’s receipt of such notice. If Buyer and the Sellers are unable to resolve such dispute within such thirty (30)-day period, Buyer and the Sellers shall jointly retain a nationally recognized accounting firm which is reasonably acceptable to Buyer and the Sellers and which has no material relationship with Buyer, either Seller, or their respective Affiliates or other material conflict (the “Allocation Referee”) to resolve the remaining outstanding disputed items. Upon resolution of such disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Allocation Referee shall be paid by the Sellers, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not determined in favor of the Sellers or Buyer, respectively, bears to the aggregate amount actually contested by the Sellers and Buyer. (b) If there is an adjustment to the Tax Purchase Price Price, the Allocation Statement shall be adjusted in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder and as mutually agreed by Buyer and the Sellers. If mutual agreement is not reached within thirty (30) days after the date of the adjustment of the Tax Purchase Price, any disputed items shall be resolved in substantially the manner described in Section 2.7(a). Buyer and the Sellers agree to file any additional information return required to be allocated among the assets of the Target Companies filed pursuant to (and to the extent necessary to comply with) Code Section 1060 of the Code and applicable Treasury Regulations promulgated thereunder and to treat the Allocation Statement as adjusted to reflect such resolution. (orc) None of Buyer or the Sellers or any of their respective Affiliates shall take any position for Tax purposes (including the filing of all Tax Returns, if applicableincluding IRS Form 8594 with its federal income Tax Return for the taxable year that includes the Closing Date) that is inconsistent with the allocation of the Tax Purchase Price agreed or determined pursuant to this Section 2.7 unless required to do so by Code Section 1060 and the Treasury Regulations promulgated thereunder or other applicable Law, except pursuant to a final “determination” (as defined in Code Section 1313(a) or any similar corresponding provision under of state, local or foreign law or regulationLaw). Buyer will have thirty Any redetermination (30) Business Days following within the Closing Date during which to notify Seller in writing (an “Allocation Notice”meaning of Treasury Regulations Section 1.338-7) of any changes or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer Tax Purchase Price shall be entitled made as required thereby and shall be taken into account by Buyer and the Sellers in carrying out the provisions hereof and the preparation and filing of Tax Returns referred to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives above to the extent applicable. Notwithstanding the foregoing, nothing contained herein shall prevent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date either Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-from settling any proposed deficiency or adjustment by any Governmental Authority based upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate or arising out of the allocation schedule based on its determination of the Unresolved Allocation Changes Tax Purchase Price, and provide a written description none of Buyer or the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination Sellers shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return)allocation. (d) The dispute resolution provisions of this Section 10.7 2.7 shall not apply to, and survive the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation ChangesClosing.

Purchase Price Allocation. (a) On or prior Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Closing Date, Seller shall prepare Purchase Price and deliver to Buyer an allocation schedule any other items that are treated as additional consideration for Tax Purposes among the Purchased Assets in accordance with the categories set forth on Exhibit C attached hereto (the “Proposed Allocation Schedule”). No later than ninety (90) setting forth that portion days after the date on which the Purchase Price is finally determined pursuant to Section 2.9 and Section 2.10, Purchaser shall deliver to Seller a proposed allocation of the Purchase Price (as finally determined pursuant to be allocated among the assets Section 2.9 and Section 2.10) and any other items that are treated as additional consideration for Tax Purposes to Seller as of the Target Companies pursuant to (and to Closing Date determined in a manner consistent with the extent necessary to comply with) Allocation Schedule, Section 1060 of the Code and applicable the Treasury Regulations promulgated thereunder (or, if applicable, any similar provision under state, local or foreign law or regulationthe “Purchaser’s Allocation”). Buyer will have thirty (30) Business Days following the Closing Date during which to notify If Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation Scheduledisagrees with Purchaser’s Allocation, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation ScheduleSeller may, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days days after delivery of such noticePurchaser’s Allocation, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice deliver a notice (the “Unresolved Seller’s Allocation ChangesNotice”) shall be submitted to an independentPurchaser to such effect, internationally recognized accounting firm jointly selected specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation. If the Seller’s Allocation Notice is duly delivered, 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 Purchase Price (as finally determined pursuant to Section 2.9 and Section 2.10) and any other items that are treated as additional consideration for Tax Purposes to Seller. If Seller and Purchaser are unable to reach such agreement at the end of such twenty (20) day period, or such later date as agreed to by Buyer Purchaser and Seller, then Purchaser and Seller (shall file IRS Form(s) 8594 and any federal, state and local income Tax Returns allocating the “Expert”). Seller and Buyer agree to execute, if requested by Purchase Price among the Expert, Purchased Assets in the manner each believes is appropriate determined in a reasonable engagement letter. Buyer and Seller will each deliver to manner consistent with the other and to the Expert a notice setting forth in reasonable detail their proposed allocationsAllocation Schedule. The Expert parties shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate promptly advise one another of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing existence of any Tax Return)audit, controversy or litigation related to any allocation hereunder. (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. Purchaser and Seller agree that, for U.S. federal income tax purposes, the purchase of the Interests will be treated as an acquisition of the assets of the Company. In consideration for the Purchase Price and the applicable liabilities of the Company, within sixty (a60) On or prior days after the Purchase Price is finally determined pursuant to the Closing DateSection 2.05, Seller Purchaser shall prepare and deliver to Buyer Seller an allocation schedule statement (the “Proposed Allocation ScheduleAllocation”) setting forth that portion of allocating the Purchase Price (and any assumed liabilities to be allocated the extent properly taken into account under the Code) among the assets of the Target Companies pursuant to (and to the extent necessary to comply with) Company in accordance with Section 1060 of the Code and applicable the Treasury Regulations promulgated thereunder (or, if applicable, and any similar provision under of state, local or foreign law or regulationLaw, as appropriate). Buyer will have thirty (30) Business Days Seller shall provide the Allocation to NRG for review and comment and shall send Purchaser a written notice of any objections to the Allocation within a commercially reasonable period of time following the Closing Date during which Date. Seller, NRG and Purchaser shall work in good faith to notify Seller in writing (an “Allocation Notice”) of resolve any changes or additions disputes relating to the Proposed Allocation ScheduleAllocation. If Seller, setting forth in reasonable detail the basis NRG and Purchaser are unable to resolve any such dispute within twenty (20) days after Purchaser’s receipt of such changes or additions. In reviewing or revising the Proposed Allocation Scheduleobjections by Seller and/or NRG, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts any remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) disputes shall be submitted to an independent, internationally a nationally recognized independent public accounting firm jointly selected as mutually agreed to by Buyer Seller, NRG and Purchaser. The Allocation, as finally determined hereunder, shall be adjusted to reflect any adjustment to the Purchase Price provided under this Agreement as mutually agreed by Purchaser and Seller (the “Expert”and agreed to by NRG). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer Purchaser and Seller will each deliver to shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the other and to the Expert a notice setting forth Allocation, as finally determined hereunder (as adjusted in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of accordance with this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes2.09). The Expert Neither Purchaser nor Seller shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party take any Tax position inconsistent with such documents and other written information Allocation (as adjusted in accordance with this Section 2.09) except as required, after using good faith efforts to support the Expert may request. Each Party may also furnish Allocation in any applicable challenge by a Governmental or Regulatory Authority, to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one settle a dispute with a Governmental or more conferences Regulatory Authority with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employeesAllocation. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return). (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. (a) On or prior The fair market value as of the Effective Time of the Merger Consideration paid to the Closing Dateholders of Company Common Units shall be allocated among such holders as set forth on the Allocation Statement. During the 30-day period following the determination of Net Working Capital, Seller Buyer and the Member Representative shall prepare and deliver work in good faith to Buyer agree on an allocation schedule of the fair market value of the Merger Consideration (plus the assumption of former Company liabilities treated as purchase price for Tax purposes) among the former Company assets (the “Proposed Allocation SchedulePurchase Price Allocation”) setting forth that portion of the Purchase Price to be allocated among the assets of the Target Companies pursuant to (and to the extent necessary to comply with) in a manner consistent with Section 1060 of the Code and applicable the Treasury Regulations (or, if applicable, any similar provision under state, local or foreign law or regulation)thereunder. Buyer will have thirty (30Any Net Working Capital Adjustment pursuant to Section 1.11(e) Business Days following the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of allocated in a manner consistent with the Target Companies and their Representatives to Purchase Price Allocation. If the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of parties hereto cannot agree on the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation NoticePurchase Price Allocation, Buyer and Seller the Member Representative, on behalf of the Members, will use their commercially reasonable efforts submit the disputed items to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) Accounting Firm. Acting as an expert and (B) failing such agreement within thirty (30) Business Days of such noticenot as an arbitrator, the matter Accounting Firm will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at promptly review only those unresolved items and resolve the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretiondispute. The fees and expenses of the Expert Accounting Firm shall be borne equally by Seller and Buyer, respectively, in inverse proportion to on the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return). (d) The dispute resolution provisions of this Section 10.7 shall not apply toone hand, and the scope Members (from the Escrow Amount), on the other hand. The decision of the Expert’s authority herein shall not extend toAccounting Firm will be final, any dispute conclusive and binding on the parties. Each of the Parties relating parties agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such dispute as soon as practicable (but in no event later than thirty (30) days) after the commencement of the Accounting Firm’s engagement. The Purchase Price Allocation shall be binding on Buyer, the Surviving Entity, the Bank, the Company and the Members, and all of such Persons shall report, act and file Tax Returns (including IRS Form 8594, as applicable) in all respects and for all purposes consistent with such allocation. No such Person shall take any position in any Tax Return (including any amendment thereto) that is inconsistent with the Purchase Price Allocation; provided, however, that with respect to each disbursement from the Escrow Account to the interpretationMembers, breach interest shall be imputed on such amount, as required by Section 483 or enforcement 1274 of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation ChangesCode.

Purchase Price Allocation. (a) On or prior to the Closing Date, Seller shall prepare and deliver to Buyer an allocation schedule Within twenty (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price to be allocated among the assets of the Target Companies pursuant to (and to the extent necessary to comply with) Section 1060 of the Code and applicable Treasury Regulations (or, if applicable, any similar provision under state, local or foreign law or regulation). Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (3020) Business Days after the date Closing Statement becomes final pursuant to Section 2.8(b), Seller receives shall deliver to Purchaser a proposed form of statement (the “Allocation”), allocating (i) the Gross Equity Purchase Price (as adjusted pursuant to Section 2.8) to the Equity Interests, and (ii) the sum of (A) the Gross Asset Purchase Price (as adjusted pursuant to Section 2.8), (B) the Assumed Liabilities, and (C) any other Liabilities properly taken into account pursuant to Section 1060 of the Code, among the Purchased Assets, in each case in accordance with the methodology set forth in Schedule 2.9(a) of the Seller Disclosure Letter and the requirements of Section 1060 of the Code. Each of the Seller Entities on the one hand and Purchaser and the Conveyed Companies on the other shall (x) be bound by the Allocation Noticefor purposes of determining any Taxes; (y) prepare and file, Buyer and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation and (z) take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any Taxing Authority or otherwise. In the event that the Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party hereto, and Seller will and Purchaser agree to use their commercially reasonable efforts to defend such Allocation in any Contest. (b) Purchaser shall notify Seller of any disagreement with the proposed Allocation within five (5) Business Days of Purchaser’s receipt of the proposed Allocation. If Seller and Purchaser fail to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days days of Seller’s receipt of Purchaser’s notice of disagreement, such noticematter shall be referred to an accounting firm (the “Arbiter”) for binding arbitration. Seller and Purchaser shall mutually agree on an Arbiter that is independent of both Seller and Purchaser. In the event that Seller and Purchaser cannot agree on an Arbiter within twenty (20) days, Seller and Purchaser each shall select an accounting firm, and the matter will two (2) firms selected shall mutually select a third accounting firm, independent of both Seller and Purchaser, to act as the Arbiter. The choice of an Arbiter by the two (2) firms pursuant to the preceding sentence shall be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at binding on the conclusion of such Parties. Within thirty (30) Business Day period that were included in days of the Allocation Notice (selection of the “Unresolved Allocation Changes”) shall be submitted to an independentArbiter, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each Purchaser shall deliver to the other Arbiter copies of any schedules or documentation which may reasonably be required by the Arbiter to make its determination. Each of Purchaser and Seller shall be entitled to submit to the Expert Arbiter a notice memorandum setting forth in reasonable detail their proposed allocationsits position with respect to such arbitration. The Expert Arbiter shall act as an arbitrator to determine, based on the provisions render a determination within sixty (60) days of its selection. Notwithstanding any provision of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense2.9(b), the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert Arbiter may, at its sole discretion, conduct one or more conferences with respect to amend the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretionprocedures contained herein. The fees and expenses determination of the Expert Arbiter shall be borne final and binding on all Parties and shall be the conclusive “Allocation” for purposes of this Agreement. The costs incurred in retaining the Arbiter shall be shared equally, fifty percent (50%) by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined fifty percent (50%) by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employeesPurchaser. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return). (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. (a) On or prior to The Parties agree, because the Closing Date, Seller shall prepare and deliver to Buyer Company will be an allocation schedule (the “Proposed Allocation Schedule”) setting forth entity that portion is disregarded as separate from its owner for U.S. federal income tax purposes as of the Purchase Price to Closing, that the purchase and sale of the Interests hereunder will be allocated among treated as a purchase of the assets of the Target Companies pursuant Company for U.S. federal income tax purposes. Exhibit D describes the principles that will be utilized to (allocate the amounts paid and to the extent liabilities assumed in connection with the transactions contemplated by this Agreement, adjusted as necessary to comply with) determine the Seller’s amount realized and Purchaser’s cost of the purchased assets hereunder for U.S. federal income tax purposes (which amount shall be determined in accordance with Exhibit D), among the Company’s assets in accordance with the general principles of Section 1060 of the Code and applicable the Treasury Regulations pursuant thereto or any successor provision and includes an example (orbased on the numbers set forth in the Interim Financial Statements, if applicableas appropriately adjusted for tax purposes) illustrating how these principles are to be applied. Within 30 days after the adjustments to the Estimated Closing Purchase Price have been finalized in accordance with Section 2.6, any similar provision under state, local or foreign law or regulationthe Purchaser shall deliver to Seller a Form 8594 with an allocation that is consistent with the principles of Exhibit D and the example set forth therein (the “Proposed Allocation”). Buyer will have thirty (30) Business Days following the Closing Date during which to notify If Seller in writing (an “Allocation Notice”) of any changes or additions does not deliver a written objection to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall (which objection may only be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives raised to the extent Buyer reasonably requests such information the allocation is inconsistent with the principles of Exhibit D and reasonable access to complete its review or revision the example set forth therein) setting forth the items of disagreement within 30 days of receipt of the Proposed Allocation Schedule. After Buyer submits an Allocation NoticeAllocation, then it will deemed to be accepted by Seller and will be the final allocation (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “ExpertAllocation”). Seller If no agreement is reached within 30 days, the items of dispute shall be referred to the Settlement Accountants for resolution. The Settlement Accountants will address only the items of dispute and Buyer agree are required to execute, if requested resolve such items in a manner that is consistent with the principles of Exhibit D and the example -63- set forth therein. Procedures and terms of engagement for this purpose will be the same as set forth in Section 2.6 of this Agreement. The resolution provided by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert Settlement Accountant shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes deemed final by all parties, and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusivethe Final Allocation. Each None of the Parties will take a position on any Tax Return that is inconsistent with the Final Allocation, and the Parties shall furnishfile all Tax Returns and forms (including Form 8594 and comparable forms under other Tax law) consistently with the Final Allocation, at its own expenseexcept as required by a final determination (as defined in Section 1313 of the Code) or any comparable concept under applicable state or local law. For the avoidance of doubt, the Expert and consistency requirement of the preceding sentence does not extend to taking positions in connection with any audit or other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; providedproceeding conducted by, or any litigation with, any Tax Authority, so that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences event a Tax Authority raises any issues with respect to the dispute between the Parties, at which conference Final Allocation each Party shall have the right to present may take any position and settle or otherwise compromise any such additional documentsaudit, materials and other information and to be accompanied proceeding or represented by such Representatives as each Party shall choose litigation in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act in accordance discretion whether or not consistent with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return)Allocation. (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. The Purchase Price (aand any liabilities taken into account as consideration for the Target Company Interests under applicable Tax Law) On shall be allocated among the Interests of the Target Companies and, further, for purposes of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any comparable or prior similar provisions of applicable state and local Tax Law), as the case may be, the amount allocated to the Closing Date, Seller Wholly-Owned Target Companies shall prepare and deliver to Buyer an allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price to be allocated among the assets of each Wholly-Owned Target Company in accordance with the Target Companies pursuant to (and to the extent necessary to comply with) Section 1060 fair market value of the Code assets and applicable Treasury Regulations the methodology described in Sections 1060 and 338 of the Code. Buyer shall prepare and provide to Seller within ninety (or90) days following Buyer’s receipt of the 2023 Financial Statements, if applicable, any similar provision a schedule setting forth a proposal for the allocation of the Purchase Price (plus liabilities properly taken into account under state, local or foreign law or regulationTax law) in accordance with this Section 2.5 (the “Allocation Schedule”). Seller shall propose to Buyer will have thirty any changes thereto within five (305) Business Days following their receipt thereof, and Xxxxx and Seller shall cooperate in good faith to agree upon a revised Allocation Schedule as soon as practicable. If the Closing Date during which Parties are unable to notify Seller in writing (an “Allocation Notice”) of any changes or additions to agree on the Proposed Allocation Schedule, setting forth the Parties shall refer such dispute to the Independent Expert, which firm shall make a final and binding determination as to all matters in reasonable detail dispute with respect to this Section 2.5 (and only such matters) on a timely basis and promptly shall notify the basis Parties in writing of such changes its resolution. The Independent Expert shall not have the power to modify or additionsamend any term or provision of this Agreement. In reviewing or revising The expenses related to the Proposed Independent Expert shall be shared equally by Xxxxx and Seller. Any change in Purchase Price (and any liabilities taken into account as consideration for the Target Company Interests under applicable Tax Law) pursuant to this agreement shall be reflected in an updated Allocation Schedule, Buyer prepared in accordance with the methodology and procedures reflected in this Section 2.5, and the Parties shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (finalize such agreed-upon Proposed updated Allocation Schedule at least ninety (90) days prior to become the “Final Allocation Schedule”due date of any Tax Return (including IRS Form 8594) and (B) failing such agreement within thirty (30) Business Days required to be filed reflecting the Transactions hereunder. Each of such notice, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by agrees and acknowledges that each shall (and shall cause its Affiliates to) report the Expert, a reasonable engagement letter. Buyer and Seller will each deliver transactions contemplated herein to the other and to applicable taxing authorities consistent with the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act Allocation Schedule mutually agreed upon (or as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Independent Expert. Each Party will bear ), as finally determined, pursuant to this Section 2.5, and that neither Seller nor Buyer shall, absent mutual written agreement, challenge or dispute the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act allocations set forth in accordance with the Final final Allocation Schedule for all determined pursuant hereto, or file any Tax purposes (including for purposes Return inconsistent therewith unless required by a determination within the meaning of Section 1313 of the filing of any Tax Return)Code. (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.

Purchase Price Allocation. Buyer and Seller agree that the transactions contemplated hereby shall be treated solely as the purchase and sale of assets for U.S. federal (aand applicable state and local jurisdictions that follow the treatment of the Acquired Companies as disregarded entities) On or prior income Tax purposes and to allocate any amounts that are properly treated as consideration for U.S. federal income Tax purposes (including the Closing DatePayment, Seller shall prepare the Liabilities of the Acquired Companies, and deliver to Buyer an allocation schedule any other item required by the Code) among the Company Assets for U.S. federal and applicable state and local income Tax purposes in accordance with the methodology set forth in Schedule 2.5 (the “Proposed Asset Allocation”). The Asset Allocation Schedule”) setting forth that portion of shall be completed in the Purchase Price to be allocated among the assets of the Target Companies pursuant to (and to the extent necessary to comply with) manner required by Section 1060 of the Code and applicable Treasury Regulations (or, if applicable, any similar provision under state, local or foreign law or regulation)Code. Buyer will have thirty (30) Business Days following shall deliver a draft of the Asset Allocation within 120 days after the Closing Date during which Date. Seller shall have 15 days to notify provide Buyer with any objections to such draft Asset Allocation. Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, and Buyer shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their respective commercially reasonable efforts to agree on the allocations (resolve any such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such noticeobjection; provided, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period however, that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). if Seller and Buyer agree are unable to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences resolve any dispute with respect to the Asset Allocation within 30 days after the delivery of the Asset Allocation to Seller, such dispute between shall be resolved by Ernst & Young (the Parties“Arbiter”); provided that if Ernst & Young is unwilling or unable to serve as Arbiter or as otherwise agreed by Buyer and Seller, the Parties shall agree to select another nationally recognized accounting firm of comparable stature reasonably acceptable to Buyer and Seller, provided that, if Buyer and Seller are unable to agree upon a replacement Arbiter within 40 days after delivery of Seller’s objection notice to the Asset Allocation, either Party may request for the president of the American Arbitration Association to appoint a senior partner in a nationally recognized accounting firm that has at which conference each Party shall have least five years of energy expertise to serve as the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretionArbiter. The fees and expenses of the Expert Arbiter shall be borne equally by Seller and Buyer. If Seller does not object within 15 days after the delivery of the Asset Allocation to Seller, respectivelythen the parties agree to use the Asset Allocation as provided by Buyer. The Asset Allocation shall be revised after each adjustment, if any, has been made in inverse proportion accordance with this Agreement. The Asset Allocation, as finally determined pursuant to this Section 2.5, shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which form will be timely filed separately by Seller and Buyer with the Internal Revenue Service pursuant to the degree that each prevails in requirements of Section 1060(b) of the dispute, which proportionate allocation shall also be determined by the ExpertCode. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree agrees not to act in accordance take any position inconsistent with the Final allocations set forth in the Asset Allocation Schedule for all (as finally determined pursuant to this Section 2.5), including on any Tax purposes (including for purposes Returns, unless required by a final determination as defined in Section 1313 of the filing of any Tax Return). (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and Code or with the scope consent of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changesother Party.

Purchase Price Allocation. (a) On or prior to the Closing Date, Buyer and Seller shall prepare and deliver use reasonable commercial efforts to Buyer an agree to a preliminary allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price to be allocated (the “Preliminary Allocation”) among the Acquired Companies and Subsidiaries and their related assets at or prior to Closing in accordance with Code section 1060 and the applicable Treasury Regulations. Within fifteen (15) days of the Target Companies determination of any adjustment pursuant to (and to the extent necessary to comply with) Section 1060 of the Code and applicable Treasury Regulations (or, if applicable, any similar provision under state, local or foreign law or regulation). Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule2.03, Buyer shall be entitled deliver to reasonable access to all relevant books, records and personnel Seller a proposed final allocation of the Target purchase price among the Acquired Companies and Subsidiaries and their Representatives related assets for the purposes of financial and tax reporting (the “Final Allocation”). It is agreed that the Final Allocation will be adjusted from the Preliminary Allocation only for the adjustments related to the extent each specific Acquired Company and Subsidiary. Seller shall within fifteen (15) days after receipt of such allocation give written notice to Buyer reasonably requests of its agreement or disagreement with such information and reasonable access allocation. If Seller objects to complete its review or revision Buyer’s allocation, Seller shall give Buyer written notice of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer objections and Seller will and Buyer shall use their commercially reasonable efforts to agree on resolve the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement differences. If within thirty (30) Business Days days after the date on which Seller has given Buyer notice of such noticeits objections, the matter will parties have not adopted the allocation, any dispute related thereto shall be referred to the Accounting Referee and resolved in accordance with Section 10.7(b)thirty (30) days after such referral. The Accounting Referee’s determination shall be conclusive and binding upon Buyer and Seller. The costs, expenses, and fees of the Accounting Referee shall be borne equally by the parties. The resulting allocation, whether or not objected to by Seller or as determined by the Accounting Referee, is referred to as the “Allocation Agreement”. (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. that Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b(i) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined bound by the Expert. Each Party will bear the costs of its own counselAllocation Agreement, witnesses (if anyii) and employees. (c) The Parties agree to act in accordance with the Final Allocation Schedule Agreement in the preparation of and filing of all Tax Returns, reports, forms, declarations or questionnaires (including, without limitation, filing Form 8594 with any federal income tax return for the taxable year that includes the Closing Date) and in the course of any tax audit, refund claim or litigation relating thereto and (iii) not take any position inconsistent with the Allocation Agreement for all Tax purposes purposes. No later than thirty (including for purposes of 30) days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its completed Form 8594. In the event that such Allocation Agreement is disputed by any Tax Return). (d) The taxing authority, the party receiving such notice of such dispute shall promptly notify and consult with the other party hereto concerning resolution provisions of this Section 10.7 such dispute, and no dispute shall be finally settled or compromised without the mutual consent of Seller and Buyer, which consent shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changesunreasonably withheld.

Purchase Price Allocation. (a) On or prior to the Closing Date, Seller shall prepare and deliver to Buyer an allocation schedule (the “Proposed Allocation Schedule”) setting forth that The portion of the Purchase Price aggregate amount of the Merger Consideration that is attributable to be allocated among the Unitholders’ interest in the assets of the Target Companies pursuant to (Company and to the extent necessary to comply with) Section 1060 of the Code and applicable Treasury Regulations (or, if applicable, any similar provision under state, local or foreign law or regulation). Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer its Subsidiaries shall be entitled to reasonable access to all relevant books, records determined and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests allocated among such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) assets for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of section 1060 of the filing Code) and among the assets of Xxxxxxxxx Juice Products, LLC, where required for purposes of Section 751 of the Code, as provided in this Section 10.01(b) (the “Asset Allocation”). The Purchaser shall deliver to the Representative a statement (the “Allocation Statement”) setting forth in reasonable detail the Purchaser’s determination of the Asset Allocation within ninety (90) days after the Closing Date and shall also provide access to employees and service providers and any other information reasonably requested by the Representative for purposes of the Representative’s review of the Allocation Statement. The Representative shall have forty-five (45) days after receipt of such Allocation Statement within which to review and consent to the Purchaser’s determination. If the Representative has not consented to the Allocation Statement, the parties shall follow the procedures set forth in Section 1.08(b) to resolve any disagreements with respect to the Asset Allocation, including referring issues to the Dispute Resolution Auditor for resolution. Once the Asset Allocation is finalized in accordance with the above procedures, it shall be final and binding upon the Purchaser, the Unitholders, the Company and their respective Affiliates for all Tax purposes, and each such Person (i) shall file, or cause to be filed, all applicable Tax Returns, including IRS Forms 8308 and 8594 and the informational statements required pursuant to Treasury Regulation Section 1.751-1(a)(3), in accordance with such allocation and (ii) shall not take or permit its Affiliates to take any position on any Tax Return). (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, Return or in any dispute of the Parties proceeding relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation ChangesTaxes that is inconsistent with such allocation.

Purchase Price Allocation. (a) On or For tax purposes only, prior to the Closing Date, Seller SVCMC and Purchaser shall agree in good faith upon an allocation of the purchase price (including the Assumed Liabilities) among the Purchased Assets in accordance with Section 1060 of the Code and, in accordance with such allocation, Purchaser shall prepare and deliver to Buyer an allocation schedule SVCMC copies of Form 8594 and any required exhibits thereto (the “Proposed Allocation ScheduleAsset Acquisition Statement”) setting forth ). The parties agree that no portion of the Purchase Price to purchase price shall be allocated among to the assets covenant contained in Section 8.12. Purchaser shall prepare and deliver to SVCMC from time to time revised copies of the Target Companies pursuant Asset Acquisition Statement (the “Revised Statements”) so as to report any matters on the Asset Acquisition Statement that need updating (and to including purchase price adjustments, if any) consistent with the agreed upon allocation. To the extent necessary that SVCMC disagrees with Purchaser’s allocation in the Asset Acquisition Statement or the Revised Statements, SVCMC and Purchaser shall work in good faith to comply with) Section 1060 resolve any such disagreements. If Purchaser and SVCMC cannot reach a final resolution of the Code matter, Purchaser and applicable Treasury Regulations (SVCMC will jointly retain an independent financial expert to resolve any remaining disagreements, the cost of which shall be borne equally by the parties. The purchase price for the Purchased Assets shall be allocated in accordance with the Asset Acquisition Statement or, if applicable, any similar provision under statethe last Revised Statements, local or foreign law or regulation). Buyer will have thirty (30) Business Days following the Closing Date during which provided by Purchaser to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation ScheduleSVCMC, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer and all income Tax Returns and reports filed by Purchaser and SVCMC shall be entitled to reasonable access to all relevant books, records and personnel of the Target Companies and their Representatives to the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (A) for thirty (30) Business Days after the date Seller receives the Allocation Notice, Buyer and Seller will use their commercially reasonable efforts to agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and (B) failing such agreement within thirty (30) Business Days of such notice, the matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be submitted to an independent, internationally recognized accounting firm jointly selected by Buyer and Seller (the “Expert”). Seller and Buyer agree to execute, if requested by the Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party prepared consistently with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall have the right to present such additional documents, materials and other information and to be accompanied or represented by such Representatives as each Party shall choose in its sole discretion. The fees and expenses of the Expert shall be borne by Seller and Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation shall also be determined by the Expert. Each Party will bear the costs of its own counsel, witnesses (if any) and employeesallocation. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return). (d) The dispute resolution provisions of this Section 10.7 shall not apply to, and the scope of the Expert’s authority herein shall not extend to, any dispute of the Parties relating to the interpretation, breach or enforcement of any provisions of this Agreement, except as may be necessary to resolve the Unresolved Allocation Changes.