Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. (a) No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an allocation of the Final Purchase Price and any other amounts treated as consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent with Sections 338 (if applicable) and 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Allocation”). The Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, 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 similar provision of applicable state, local or foreign Law).

Purchase Price Allocation. (a) For all U.S. federal (and applicable state and local) Tax purposes, Parent and Purchaser agree to (and agree to cause their respective Affiliates to) (i) allocate the Final Purchase Price and any other amounts treated as consideration for such Tax purposes among the Shares and the Lux Note and (ii) further allocate the Final Purchase Price and any other amounts treated as consideration for such tax purposes among the assets of (I) the Transferred Companies treated for U.S. federal income Tax purposes as either partnerships or entities disregarded from their owners (taking into account any Check Open Elections) and (II) the Section 338(g) Entities and Potters Industries Holding, Inc., in each case, that are deemed sold for U.S. federal Income Tax purposes, in each case in accordance with the methodologies set forth on Exhibit G attached hereto (the “Purchase Price Allocation Schedule”). (b) No later than ninety one hundred and twenty (90120) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an a proposed allocation of the Final Purchase Price and any other amounts items that are treated as additional consideration for U.S. income Tax purposes among any the Shares and the Lux Note and assets thatdescribed in Sections 8.2(a)(i) and (ii), for U.S. income Tax purposesrespectively, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent accordance with Sections 338 (if and 1060, and as applicable) , 751 and 1060 755 of the Code and the Treasury Regulations promulgated thereunder and any the Purchase Price Allocation Schedule (the “Parent’s Allocation”). If Purchaser disagrees with the Parent’s Allocation, Purchaser may, within thirty (30) days after delivery of the Parent’s Allocation, deliver a notice (“Purchaser’s Allocation Notice”) to Parent to such effect, 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, Parent 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 Final Purchase Price (and other relevant provisions amounts). If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of applicable Tax Law the Final Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation Schedule and the terms of this Agreement. Any costs and expenses of the Independent Accounting Firm incurred pursuant to this Section 8.2(b) shall be borne equally by Parent, on the one hand, and the Purchaser, on the other hand. The allocation, as prepared by Parent if no Purchaser’s Allocation Notice has been timely given, as adjusted pursuant to any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm pursuant to this Section 8.2(b) (the “Allocation”). The Allocation , shall be conclusive and binding on the Parties absent manifest errorparties. The Allocation shall be adjusted, as necessary, to reflect any subsequent payments treated as adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes)8.6. Any such adjustment shall be allocated allocated, consistent with this Section 8.2(b), to the Equity Interests, the Lux Note and/or asset or assets (if any) of the Transferred Companies to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (bc) None of Parent or and the Purchaser shall (and it shall cause its their respective Affiliates not to) (i) prepare and file all Tax Returns (including all forms, attachments and schedules necessary to effectuate the Section 338(g) Elections, the Section 338(h)(10) Election and any Check Open Elections), to in a manner consistent with the extent applicableSection 338(g) Elections, the Section 338(h)(10) Election, any Check Open Elections, the Purchase Price Allocation Schedule and the Allocation (and any adjustments thereto) and (ii) not take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation therewith on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023Return, if applicable) or in connection with any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authorityotherwise, 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 similar provision of applicable state, local or foreign Law). In the event that the Allocation is disputed by any taxing authority, the party receiving notice of such dispute shall promptly notify the other party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. Seller and Purchaser shall, for U.S. federal income Tax purposes (a) No later than ninety (90) days after and any applicable U.S. state or U.S. local Tax purposes), treat the date on which purchase of the Final NewCo Equity Interests as a purchase of the assets of each of the NewCo Entities. The Purchase Price is (as finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an allocation of the Final Purchase Price 2.10) and any other amounts treated as consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, items that are treated as additional consideration for Tax purposes as of the Closing Date shall be allocated amongst the assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement of the NewCo Entities and any Ancillary Agreement determined the Purchased Assets in a manner consistent with Sections 338 (if applicable) and Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. No later than sixty (60) days after the date on which the Purchase Price is finally determined pursuant to Section 2.10, Seller shall deliver to Purchaser a proposed allocation of the Purchase Price (as finally determined pursuant to Section 2.10) and any other relevant provisions items that are treated as additional consideration for Tax purposes as of applicable the Closing Date (“Seller’s Allocation”). If Purchaser disagrees with Seller’s Allocation, Purchaser may, within thirty (30) days after delivery of Seller’s Allocation, deliver a written notice (“Purchaser’s Allocation Notice”) to Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. If Purchaser’s Allocation Notice is duly delivered, Seller and Purchaser shall, during the twenty (20) days following such delivery, attempt in good faith to resolve any disputed items or amounts in order to determine the allocation of the Purchase Price (as finally determined pursuant to Section 2.10) and any other items that are treated as additional consideration for Tax Law purposes. If Seller and Purchaser are unable to agree to an allocation of the Purchase Price, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Seller and Purchaser. The allocation, as finalized pursuant to this Section 2.11 (the “Allocation”). The Allocation , shall be final, conclusive and binding on the Parties absent manifest errorParties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (Seller and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (not, and it shall cause its their respective Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation on any U.S. federal (or applicable state or local) relevant Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any relevant Tax Proceeding involving any U.S. federal (or applicable state or local) tax authorityProceeding, 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 similar analogous provision of applicable state, local or foreign Lawlaw).

Purchase Price Allocation. HPIP and Seller agree that, pursuant to the guidance set forth in Rev. Xxx. 00-0, 0000-0 X.X. 434 Situation 1, HPIP’s purchase of the Transferred AMID GP Membership Interests shall be treated as the purchase by HPIP of 90% of the assets of AMID GP, followed by the contribution to AMID GP of such assets by HPIP and the contribution to AMID GP of the remaining 10% of the AMID GP’s assets by Seller. In the event the Escrow Amount is released to AMID, for federal and applicable state income tax purposes, the Parties agree (ai) No later than ninety that the Purchase Price payable to Seller shall be reduced by the Escrow Amount and (90ii) HPIP will be treated as having made a capital contribution of the Escrow Amount to AMID. HPIP and Seller agree to (i) allocate the Purchase Price among the Transferred AMID GP Membership Interest and the Subordinated Units as set forth on Schedule 5.7 of the HPIP Disclosure Schedule, (ii) treat and report the transactions contemplated by this Agreement in all respects consistent with such agreed allocation for purposes of any Taxes, and (iii) not take any action inconsistent with such obligations. Within 90 days after the date on which the Final Purchase Price is finally determined pursuant Closing Date, HPIP and Seller shall use commercially reasonable efforts to Section 2.7, Parent shall deliver agree to Purchaser an a further allocation of the Final Purchase Price as set forth on Schedule 5.7 of the HPIP Disclosure Schedule among the assets of AMID GP and any the other amounts treated as consideration AMID Entities solely for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, are treated as assets purchased by Purchaser of determining (or its relevant Subsidiariesi) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent with Sections 338 (if applicableHPIP’s special basis adjustment under Section 743(b) and 1060 of the Code and (ii) the portion of the gain described in Section 751(a) of the Code to be realized by Seller. Such adjustment shall be determined consistent with the Purchase Price (including, for this purpose, any liabilities properly taken into account as Purchase Price under Section 752 of the Code) and shall be allocated in accordance with the relative fair market values of the assets of the AMID Entities and the allocation priorities established by the Treasury Regulations promulgated thereunder under Sections 743 and any other relevant provisions of applicable Tax Law (the “Allocation”). The Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) 755 of the Code (or any similar provision of applicable state, local or foreign Law)Code.

Purchase Price Allocation. (ai) For Tax purposes, each of the Sellers, Buyers, Camuto Owners, Overseas and the Sellers’ Representative shall allocate and, as applicable, shall cause their relevant Affiliates to allocate, (i) the Final CG OpCo Purchase Price (and any other items that are treated as additional consideration in respect of CG OpCo and Overseas NewCo for Tax purposes as of the Closing Date) among the assets of CG OpCo and Overseas NewCo (and of the assets of any entity treated as disregarded as separate from CG OpCo or Overseas NewCo for U.S. federal income tax purposes); (ii) the Final CCI OpCo Purchase Price (and any other items that are treated as additional consideration in respect of CCI OpCo for Tax purposes as of the Closing Date) among the assets of CCI OpCo (and of the assets of any entity treated as disregarded as separate from CCI OpCo for U.S. federal income tax purposes); (iii) the Final IPCo Purchase Price (and any other items that are treated as additional consideration in respect of CCI IPCo and Chaus IPCo for Tax purposes as of the Closing Date) among the assets of CCI IPCo (and of the assets of any entity treated as disregarded as separate from CCI IPCo for U.S. federal income tax purposes) and the Transferred Chaus IPCO Interests and (iv) the Purchase Price (as defined in the SS IP Asset Purchase Agreement) among the Acquired SS Assets; in each case, in accordance with the Gross-Up Allocation, the Specified Asset Allocation, the PRC Acquired Company Value and the Final Allocation (as described below). (ii) No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.71.3, Parent (x) HoldCo shall deliver to Purchaser an Sellers’ Representative a proposed allocation of the Final CG OpCo Purchase Price and the Final CCI OpCo Purchase Price (and any other amounts treated as consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, items that are treated as assets purchased by Purchaser additional consideration in respect of CG OpCo, Overseas NewCo and CCI OpCo for Tax purposes of the Closing Date), and (or its relevant Subsidiariesy) pursuant Buyer IPCo shall deliver to this Agreement Sellers’ Representative a proposed allocation of the Final IPCo Purchase Price (and any Ancillary Agreement other items that are treated as additional consideration in respect of CCI IPCo and the Transferred Chaus IPCo Interests for Tax purposes as of the Closing Date), in the case of each of clauses (x) and (y), determined in a manner consistent with Sections 338 (if applicable) the Transaction Tax Treatment, the Specified Asset Allocation, the Gross-Up Allocation, the PRC Acquired Company Value and Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (collectively, the “Buyers’ Allocation”). The If within forty-five (45) days after such delivery of Buyers’ Allocation, Sellers’ Representative shall not have objected in writing to Buyers’ Allocation, Buyers’ Allocation shall become the Final Allocation. If Sellers’ Representative objects in writing to the Buyers’ Allocation within forty-five (45) days after delivery thereof (“Sellers’ Representative Objection”), the relevant Buyer(s) and Sellers’ Representative shall use commercially reasonable efforts to attempt to resolve any such disagreement. If such Buyer(s) and Sellers’ Representative are unable to reach agreement on any disputed issues within thirty (30) days of the delivery of Buyers’ Allocation, the relevant Buyer(s) and Sellers’ Representative shall promptly submit such disputed items to the Accounting Firm for resolution. Any allocation determined by the Accounting Firm shall incorporate, reflect and be conclusive consistent with the Transaction Tax Treatment, the Specified Asset Allocation, the Gross-Up Allocation and binding on the Parties absent manifest errorPRC Acquired Company Value. The Buyers’ Allocation shall be adjustedif no timely Sellers’ Representative Objection has been given, as necessary, adjusted to reflect any subsequent agreement between the relevant Buyer(s) and Sellers’ Representative or any determination by the Accounting Firm (in a manner that incorporates, reflects and is consistent with the Transaction Tax Treatment, the PRC Acquired Company Value, the Specified Asset Allocation and the Gross-Up Allocation) shall be final and binding upon the Parties (the “Final Allocation”). Sellers’ Representative (on behalf of Sellers), on the one hand, and the applicable Buyer(s), on the other, shall pay one half (50%) of the fees and expenses of the Accounting Firm. The Parties shall make appropriate adjustments to the Final Allocation to reflect adjustments to the Final CG OpCo Purchase Price, the Final CCI OpCo Purchase Price pursuant to Section 7.5 (and any other amounts treated or the Final IPCo Purchase Price, as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets soldapplicable. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, 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 similar provision of applicable state, local or foreign Law).

Purchase Price Allocation. (a) No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser prepare an allocation of the Final Purchase Price and any other amounts treated as consideration for U.S. income among the Conveyed Assets in accordance with applicable Tax purposes among any assets that, for U.S. income Tax purposes, are treated as assets purchased by Purchaser laws (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent with Sections 338 (if applicable) and including Code sec. 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder, and any other relevant provisions similar provision of applicable Tax Law state, local, or non-U.S. law, as appropriate) (the “Purchase Price Allocation”). The Parent shall deliver the Purchase Price Allocation to Buyer within thirty (30) days after the Allocation Amount Determination Date. Buyer shall be conclusive have twenty (20) days following receipt of the Purchase Price Allocation to object in writing to same, after which the parties shall in good faith attempt to resolve the issues in dispute. If such efforts shall not produce an agreement within twenty (20) days, the parties shall utilize the procedures set forth in Section 2.4(c) regarding the use of a national accounting firm to resolve those differences (in which case the allocation of the Purchase Price determined by the Auditor, and binding on not the Parties absent manifest errorallocation delivered by Parent to Buyer, shall constitute the “Purchase Price Allocation”). The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments With respect to the Final Purchase Price pursuant to Section 7.5 (Allocation, Parent, Company Buyer, NewCo and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to)shall each (i) be bound by the Purchase Price Allocation, to (ii) act in accordance with the extent applicablePurchase Price Allocation in the preparation and proper and timely filing of all Tax Returns (including, without limitation, IRS Form 8594) and in the course of any Tax Claim, Tax audit or Tax review, and (iii) take any no position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Purchase Price Allocation on any U.S. for federal (or applicable and state or local) income Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, in each casepurposes, except to the extent otherwise required pursuant by a final determination of any applicable Taxing Authority. Any adjustments to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign LawPurchase Price shall be allocated as provided by Treasury Regulations section 1.1060-1(c).

Purchase Price Allocation. (a) No later than ninety (90) days after Purchaser and Seller agree that the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an allocation of the Final Purchase Price and (including any other amounts Assumed Liabilities that are treated as consideration for U.S. the Purchased Assets for federal income Tax purposes among any assets that, for U.S. income Tax tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent with Sections 338 (if applicable) and all other amounts constituting consideration within the meaning of Section 1060 of the Code, shall be allocated among the Purchased Assets based on the principles as set forth in Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder thereunder, as reflected in the IRS Form 8594, and any other relevant provisions of applicable Tax Law have been mutually agreed to and set out by the Parties in Schedule 2.6(a) (as finally determined in accordance with this Section 2.6, the “Purchase Price Allocation”). The Allocation shall Seller and Purchaser agree to (i) be conclusive and binding on bound by the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant Allocation, (ii) act in accordance with the Purchase Price Allocation in the preparation and the filing of all Returns (including filing or causing to Section 7.5 be filed Form 8594 with applicable U.S. federal income Returns for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) take no position and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated not cause their Affiliates to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Purchase Price Allocation on any for income Tax purposes, including U.S. federal (or applicable and state or local) income Tax Return (including any IRS Form 8594 and IRS Form 8023foreign income Tax, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, in each case, except to the extent unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code Code. (b) In the event that the Purchase Price Allocation is disputed, in whole or in part, by any similar provision Governmental Authority, the Party receiving the notice of applicable state, local or foreign Law)such dispute shall promptly notify the other Parties in writing of such dispute and shall use commercially reasonable efforts to keep the other Parties apprised of material developments concerning the resolution of such dispute.

Purchase Price Allocation. The parties agree that for all applicable Tax reporting purposes, the amounts payable to Seller pursuant to Section 2.3 and Section 2.7(e) (aand 50213729.30 any other items constituting consideration for applicable income Tax purposes) No later than shall be allocated in accordance with Section 1060 of the Code, the regulations thereunder, and the methodology set forth on Schedule 9.6 (the “Allocation Methodology”). Within ninety (90) days after the final determination of the Purchase Price pursuant to Section 2.7, Buyer shall prepare a schedule reflecting the allocation of such consideration in accordance with the Allocation Methodology (the “Proposed Allocation Schedule”) and shall submit the Proposed Allocation Schedule to Seller for review. The Proposed Allocation Schedule shall be deemed to be accepted by, and shall be conclusive and binding on, Seller except to the extent that Seller shall have delivered within thirty (30) days after the date on which the Proposed Allocation Schedule is delivered to Seller, a written notice to Buyer stating each item to which Seller takes exception (it being understood that any amounts not disputed shall be final and binding). If no exception is taken to the Proposed Allocation Schedule, it shall become the “Final Purchase Price Allocation Schedule” and shall be binding upon the parties and each of Buyer and Seller shall file and cause their respective Affiliates to file all Tax Returns (including IRS Forms 8594 (or any successor form for U.S. federal Tax purposes and any comparable forms for state, local, or other Tax purposes)) in accordance with the Final Allocation Schedule. If a change proposed by Xxxxxx is finally determined disputed by Xxxxx, Xxxxx and Seller shall resolve the disagreement pursuant to Section 2.79.4; provided, Parent shall deliver to Purchaser an allocation of however, that any determination by the Final Purchase Price and any other amounts treated as consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent with Sections 338 (if applicable) and 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Allocation”). The Allocation Independent Accounting Firm shall be conclusive and binding on made under the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with principles set forth in the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, 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 similar provision of applicable state, local or foreign Law)Methodology.

Purchase Price Allocation. (a) No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant Seller and Purchaser agree to Section 2.7allocate and, Parent shall deliver as applicable, to Purchaser an allocation of cause their relevant Affiliates to allocate, the Final Purchase Price and any other amounts items that are treated as additional consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, are treated as assets purchased by Purchaser (or its relevant SubsidiariesAffiliates) pursuant to this Agreement and any Ancillary other Transaction Document in accordance with Exhibit E attached hereto (the "Allocation Schedule"). As a result of the Section 338(g) Elections and the Section 338(h)(10) Elections, Purchaser and Seller agree that the "aggregate deemed sales price" (as defined in Treasury Regulations Section 1.338-4) and the "adjusted gross-up basis" (as defined in Treasury Regulations Section 1.338-5) shall be allocated among the assets of each applicable Section 338(h)(10) Transferred Entities and Section 338(g) Eligible Entities in accordance with the Allocation Schedule and Treasury Regulations Sections 1.338-6 and 1.338-7. (b) No later than 120 days after the date on which the Total Purchase Price is finally determined, Purchaser shall deliver to Seller a proposed allocation of the Total Purchase Price and any other items that are treated as additional consideration for U.S. income Tax purposes among Seller and its relevant Affiliates pursuant to this Agreement and any other Transaction Document and among the assets of each applicable Transferred Entity that is classified as an entity disregarded as separate from Seller (or its relevant Affiliate) or with respect to which the Section 338(h)(10) Election or Section 338(g) Election is made, in each case, determined in a manner consistent with Sections 338 (if applicable) and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (including Section 338 of the Code and the Treasury Regulations promulgated thereunder), any other relevant provisions of applicable Tax Law Law, and the Allocation Schedule (the “"Allocation”"). The If Seller disagrees with the Allocation, Seller may, within 30 days after receipt of the Allocation, deliver a notice ("Seller's Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if anyNotice") to Purchaser to such effect, specifying those items as to which such adjustment Seller disagrees and setting forth Seller's proposed allocation. If the Seller's Allocation Notice is attributable; provided that to duly delivered, Seller and Purchaser shall, during the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, 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 similar provision of applicable state, local or foreign Law).30 days

Purchase Price Allocation. (ai) No later than ninety The Parties agree to allocate the “aggregate deemed sales price” under Treasury Regulation Section 1.338-4 among the property sold by MEGTEC Seller and Universal Seller as follows: seventy-five percent (9075%) days after to the date on which property sold by the Final Purchase Price is finally determined pursuant MEGTEC Seller, and twenty-five percent (25%) to Section 2.7, Parent shall deliver to Purchaser an allocation the property sold by the Universal Seller. The Parties further agree that seventy percent (70%) of the Final Purchase Price aggregate deemed sales price and any other amounts treated as consideration items required to be included in the amount realized for U.S. United States federal income Tax purposes among any assets thatallocated to MEGTEC Seller will be further allocated to the MEGTEC Units. As a result of the Section 338(h)(10) Elections, for U.S. income Tax purposesthe amounts allocated to the Universal Seller, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) the MEGTEC Units, and the MEGTEC Shares pursuant to this Agreement the two preceding sentences will be further allocated among the assets of Universal, MEGTEC US and any Ancillary Agreement determined Holdings respectively in a manner consistent accordance with Sections 338 (if applicable) and 1060 of the Code and the Treasury Regulations promulgated thereunder (and any other relevant provisions similar provision of applicable Tax Law federal, state, local or non-U.S. Law, as appropriate). Buyer will prepare a written statement setting forth the allocations described herein (the “Draft Allocation Statement”) and deliver same to Sellers within 90 days following the final determination of the Purchase Price. Within 30 days following the delivery to Sellers of the Draft Allocation Statement, Sellers may deliver comments to Buyer with respect to the Draft Allocation Statement that are consistent with the methodology described in this Section 4.12(g)(i). If within 20 days following the receipt of comments Buyer and Sellers cannot agree upon an allocation, the Parties will submit the allocation to the Tax Dispute process provided in Section ‎4.12(l) hereto. The final allocation resulting from this dispute resolution process will be the final allocation (the “Final Allocation”). The Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (bii) None Buyer and Sellers and each of Parent or Purchaser shall their respective Affiliates will: (A) be bound by the Final Allocation for purposes of determining any Taxes; (B) prepare and it shall file, and cause its their respective Affiliates not to)to prepare and file, their Tax Returns on a basis consistent with the Final Allocation; and (C) take no position, and cause their Affiliates to the extent applicabletake no position, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Final Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving Claim. If the Final Allocation is disputed by any U.S. federal (or applicable state or local) tax authorityTax Authority, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) Party receiving written notice of the Code dispute will promptly notify the other Party in writing, and the Parties agree (or and will cause their respective Affiliates) to use their reasonable best efforts to defend such Final Allocation in any similar provision of applicable state, local or foreign Law)Tax Claim.

Purchase Price Allocation. (a) Parent and Purchaser agree to allocate and, as applicable, to cause their respective Affiliates to allocate, the Final Purchase Price and any other amounts treated as consideration for Tax purposes among the Shares of the Transferred Companies (and any assets that, for Tax purposes, are treated as assets purchased by Purchaser (or its relevant Affiliates) pursuant to this Agreement and any Ancillary Agreement) in accordance with Schedule III hereto (the “Allocation Schedule”). (b) To the extent necessary to prepare bills of sale, transfer agreements, or otherwise to timely comply with the requirements of applicable Law in respect of the sale of any Shares (or other assets), as soon as practicable (but no later than twenty (20) Business Days prior to the Closing), Parent shall deliver to Purchaser a proposed preliminary allocation of the relevant portion of the Closing Purchase Price and any other amounts treated as consideration for Tax purposes among the Shares of the Transferred Companies (or other assets, as applicable) determined in a manner consistent with the Allocation Schedule (the “Preliminary Allocation”). If Purchaser disagrees with any Preliminary Allocation, Purchaser may, within ten (10) Business Days after delivery of such Preliminary Allocation, deliver a notice to Parent to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed preliminary allocation. Parent and Purchaser shall, during the ten (10) Business Days following such delivery cooperate in good faith to resolve such dispute prior to the Closing (any agreed upon matters at Closing, the “Agreed Preliminary Allocations”). (c) No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an a proposed allocation of the Final Purchase Price and any other amounts treated as consideration for U.S. income Tax purposes among the Shares of the Transferred Companies (and any assets that, for U.S. income Tax purposes, are treated as assets purchased by Purchaser (or its relevant SubsidiariesAffiliates) pursuant to this Agreement and any Ancillary Agreement Agreement) determined in a manner consistent with the Allocation Schedule, Sections 338 (if applicable) and 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law and reflecting any Agreed Preliminary Allocations (“Parent’s Allocation”). If Purchaser disagrees with Parent’s Allocation (other than with respect to any Agreed Preliminary Allocations), Purchaser may, within thirty (30) days after delivery of Parent’s Allocation, deliver a written notice (“Purchaser’s Allocation Notice”) to Parent to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. If Purchaser’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Final Purchase Price and any other amounts treated as consideration for Tax purposes. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm pursuant to this Section 7.1(c) shall be borne equally by Parent on the one hand, and Purchaser on the other hand. Any allocation of the Final Purchase Price and any other amounts treated as consideration for Tax purposes determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect, and be consistent with the Agreed Preliminary Allocations and the Allocation Schedule. The allocation, as prepared by Parent if no Purchaser’s Allocation Notice has been given, as adjusted pursuant to any agreement between Parent and Purchaser, or as determined by the Independent Accounting Firm in accordance with the immediately preceding sentence (the “Allocation”). The Allocation , shall be conclusive and binding on the Parties parties hereto absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset Share, Shares, asset, or assets (if any) to which such adjustment is attributable; provided provided, that to the extent there are no such assetsassets or shares, such adjustment shall be allocated pro rata among the assets Shares (and other assets) sold. (bd) None of Parent or Purchaser shall (and it they shall cause its their respective Affiliates not to), to the extent applicable, ) take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation or the Agreed Preliminary Allocations on any U.S. federal (or applicable state or local) Tax Return (including any the Section 338(h)(10) Forms, IRS Form 8594 8594, and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authorityotherwise, 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 similar provision of applicable state, local or foreign Law). If any taxing authority disputes the Allocation or the Agreed Preliminary Allocations, the party receiving notice of the dispute shall promptly notify the other party hereto of such dispute and the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of such allocation.

Purchase Price Allocation. The Parent and the Sellers’ Representative shall allocate adjustments to the Aggregate Consideration required by Section 2.08 (a) No later than ninety (90) days after Post Closing Adjustment), among the date Securityholders as set forth on which Schedule 1.1. The Merger Consideration and the Final Purchase Price is finally determined Option Consideration, as adjusted pursuant to Section 2.72.08 (Post Closing Adjustment), Parent shall deliver to Purchaser an allocation be allocated for purposes of (i) applying Section 751 of the Final Purchase Price Code and any other amounts treated as consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, are treated as assets purchased Treasury Regulations Section 1.751-1 in determining the portion of the gain or loss recognized by Purchaser (or its relevant Subsidiaries) each holder of Operating Company interests upon the sale of such holder’s membership interests pursuant to this Agreement that is attributable to the Operating Company’s “unrealized receivables” and “inventory items” (as such terms are defined in Section 751 of the Code), (ii) computing special basis adjustments under Section 743 of the Code and Treasury Regulations Section 1.743-1, (iii) allocating such special basis adjustments among the assets of the Operating Company under Section 755 of the Code and Treasury Regulations Section 1.755-1 and (iv) all other Tax purposes, based on the respective gross fair market values of the Operating Company’s assets. The respective gross fair market values of the Operating Company’s assets will be determined by an appraisal completed by an independent valuation firm of nationally recognized standing selected and paid for by Parent (the “Valuation Firm”), which shall be completed and submitted to Parent and the Sellers’ Representative on or before 60 days following the Closing. The appraisal provided by the Valuation Firm shall be modified, as appropriate, by the Valuation Firm to reflect any Ancillary Agreement determined adjustments in the Aggregate Consideration made following the Closing in accordance with this Agreement. The Parties will prepare and file all Tax Returns (including the statement required by Treasury Regulations Section 1.743-1(k) and Internal Revenue Service Form 8308) in a manner consistent with Sections 338 (if applicable) and 1060 this Section 7.08(a), such allocation of the Code Merger Consideration and the Treasury Regulations promulgated thereunder Option Consideration, and the fair market values so determined, and neither Parent, Merger Sub, the Target Companies, the Sellers’ Representative, the Securityholders, nor any other relevant provisions of applicable their respective Affiliates, shall take any Tax Law (the “Allocation”position that is inconsistent with this Section 7.08(a). The Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) allocation of the Code (Merger Consideration and the Option Consideration, or any similar provision of such fair market values unless required to do so by applicable state, local or foreign Law).

Purchase Price Allocation. (ai) No later than ninety (90) days after The Buyer and the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an allocation of the Final Purchase Price and any other amounts treated as consideration Sellers agree that for U.S. income Tax purposes among any assets that, for U.S. all income Tax purposes, the purchase price paid for the Transferred Securities (as determined for applicable Tax purposes and including adjustments) shall be allocated among the assets of the Company and its Subsidiaries that are treated as assets purchased by Purchaser (partnerships or its relevant Subsidiaries) pursuant to this Agreement disregarded entities for U.S. federal income tax purposes in accordance with the methodology set forth in Exhibit C and any Ancillary Agreement determined in a manner consistent with the requirements of Sections 338 (if applicable) 732, 734, 743, 755, and 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (as applicable) (the “Purchase Price Allocation”). (ii) Within ninety (90) days after the determination of the Company Adjustment Amount pursuant to Section 2.4, the Buyer shall provide to the Sellers’ Representative for review and comment a draft Purchase Price Allocation. If within thirty (30) days of receipt by Sellers’ Representative of such Purchase Price Allocation, the Sellers’ Representative notifies Buyer in writing that the Sellers’ Representative objects to the allocation set forth in the Purchase Price Allocation, the Buyer and the Sellers’ Representative shall use commercially reasonable efforts to resolve such dispute within twenty (20) days from the date of such notification by the Sellers’ Representative to the Buyer. In the event that Xxxxx and the Sellers’ Representative are unable to resolve such dispute within such twenty (20) day period, then Buyer and the Sellers’ Representative shall refer the matter to the Independent Expert in accordance with the procedural principles set forth in Section 2.4(d) and fees, costs and expenses of the Independent Expert shall be borne in accordance with the principles set forth in the last sentence of Section 2.4(d). (iii) The Purchase Price Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, amended to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 purchase price paid for the Transferred Securities (and any other amounts treated as consideration determined for applicable Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (biv) None of Parent or Purchaser The Parties shall (A) act, and it shall cause their Affiliates (including their direct and indirect owners and the Company and its Subsidiaries) to act, in accordance with the Purchase Price Allocation (as finally determined pursuant to this Section 10.3) in the preparation and the filing of all Tax Returns and in the course of any Tax audit relating thereto and (B) take, and cause their Affiliates not to)(including their direct and indirect owners and the Company and its Subsidiaries) to take, to the extent applicable, take any no position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Purchase Price Allocation on any U.S. federal (or applicable state or localas finally determined pursuant to this Section 10.3) for all Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authoritypurposes, in each case, except to the extent case unless otherwise required pursuant to following a “determination” determination within the meaning of Section 1313(a) 1313 of the Code (or any similar provision of applicable state, local or foreign Law)Code.

Purchase Price Allocation. The value attributed to each Owned Real Property for purposes of applicable Transfer Tax calculations to be paid at Closing shall be as set forth on Schedule 2.5 attached hereto. The parties hereto agree that such allocations set forth on such Schedule 2.5 are reasonable for Transfer Tax purposes. For all other allocations, within sixty (a) No later than ninety (9060) days after following the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an allocation determination of the Final Purchase Price pursuant to Section 2.4, Buyer shall prepare and deliver to Transferor a draft schedule allocating the Final Purchase Price plus the Assumed Liabilities and any other amounts items that for federal income tax purposes are treated as consideration for U.S. income Tax purposes the purchase of the Transferred Assets (the “Allocable Price”) among any assets thatthe Transferred Assets (the “Allocation”), for U.S. income Tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined which the parties hereto agree shall be allocated in a manner consistent with the principles of Sections 338 (if applicable) and 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Allocation”). The Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, 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 similar provision of applicable stateLaws, local as appropriate) based upon the relative fair market values thereof. If Transferor disputes any items in Buyer’s proposed Allocation, then no later than twenty (20) days after receipt thereof, Transferor shall deliver to Buyer in writing any changes Transferor proposes to be made to the Allocation. Any items in the Allocation not disputed by Transferor or foreign Lawotherwise agreed between the parties shall be final and binding on the parties and shall be used to file all Tax Returns (including Internal Revenue Service Form 8594); provided, however, that nothing contained herein shall prevent Buyer or Transferor from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Allocation, and neither Buyer nor Transferor shall be required to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. To the extent that Buyer and Transferor are unable to agree on the Allocation or any revisions thereto within twenty (20) days after Xxxxx’s receipt of Transferor’s proposed changes, each party may file its own Tax Returns consistent with its own determination of the proper allocation of the Allocable Price.

Purchase Price Allocation. (a) No later than ninety (90) days after As soon as reasonably practicable following the date Execution Date and prior to the Closing Date, Purchaser and the Seller shall use commercially reasonable efforts to agree on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an allocation of the Final Purchase Price and any the Assumed Liabilities among the Purchased Assets; provided, however, that upon the written request of one Party to the other amounts treated as consideration Party, the Parties shall continue to use commercially reasonable efforts to agree on such an allocation for U.S. income Tax purposes among any assets that60 days following the Closing Date. The allocation shall be consistent ​ * [***] CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (A) IS NOT MATERIAL AND (B) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED ​ ​ with the Estimated Inventory Value, for U.S. income Tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent with Sections 338 (if applicable) and Section 1060 of the Code and the Treasury Regulations promulgated issued thereunder, and the methodology described in Section 10.1(a) of the Seller Schedule. If the Parties agree on such an allocation (such agreed allocation, if any, the “Final Allocation”), The Final Allocation shall thereafter be amended to reflect any adjustments to the Purchase Price or the Assumed Liabilities under this Agreement, including Section 2.7(b), Section 2.7(c) and Section 2.7(i), and shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder (and any provisions of state and local Tax Law, as appropriate) and the methodology described in Section 10.1(a) of the Seller Schedule. Each of Purchaser and the Seller shall cooperate fully, as and to the extent reasonably requested by the other relevant provisions applicable Party, and shall retain and (upon the other applicable Party’s request) furnish or cause to be furnished to the other applicable Party, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return. Purchaser and the Seller agree that, for purposes of applicable Tax Law Law, each of the Seller, Purchaser and their respective Affiliates shall (i) prepare and file their respective Tax Returns that are filed after the “Allocation”). The Closing Date on a basis consistent with the Final Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be (as adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 if applicable); (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if anyii) to which such adjustment is attributable; provided that to the extent there are required by applicable Law, file a duly completed IRS Form 8594 (Asset Allocation Statement) consistent with the Final Allocation and amend such IRS Form 8594 if the Final Allocation is adjusted from time to time; (iii) take no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Final Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023as adjusted, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, in each case, except to the extent unless otherwise required pursuant to by applicable Law or required as a result of a “determination” within the meaning of Section 1313(a) 1313 of the Code (or any similar provision of applicable state, local or foreign non-U.S. Tax Law); (iv) notify the other Party of any notice from any Taxing Authority disputing or reasonably expected to dispute the Final Allocation (as adjusted, if applicable); and (v) use commercially reasonable efforts to defend the Final Allocation (as adjusted, applicable) in any Tax Proceeding in accordance with the procedures for Tax Proceedings set forth in Section 10.3(c), unless otherwise required by applicable Law or required as a result of a “determination” within the meaning of Section 1313 of the Code (or similar provision of state, local or non-U.S. Tax Law). If Purchaser and the Seller cannot agree on a Final Allocation, each of Purchaser and the Seller and their respective Affiliates may separately determine the allocation of the Purchase Price and the Assumed Liabilities among the Purchased Assets in any manner consistent with applicable Tax Law.

Purchase Price Allocation. (a) No later than ninety (90) days after Seller and Buyer agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the date on which the Final Purchase Price is (as finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an allocation of the Final Purchase Price 3.04) and any other amounts treated as consideration for U.S. income Tax purposes among any assets thatthe Transferred Entities (and, as applicable or relevant to both Parties for U.S. federal income Tax purposes, are treated as to further allocate such amounts among the assets purchased by Purchaser (or its relevant Subsidiariesof Transferred Entities) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent accordance with Sections 338 (if applicable) and Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Allocation”). The Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final extent applicable) and the following procedures. (b) Seller and Buyer agree that (1) no more than twenty-five percent (25%) of the Purchase Price (as finally determined pursuant to Section 7.5 (3.04) and any other amounts treated as consideration for Tax purposes). Any such adjustment purposes shall be allocated to the asset or assets non-U.S. Transferred Entities, in the aggregate, and (if any2) subject to which such adjustment is attributable; provided that Section 3.07(b)(1), any allocation of the Purchase Price (as finally determined pursuant to Section 3.04) and any other amounts treated as consideration for Tax purposes to the extent there are Transferred Entities organized under the laws of Mexico or Canada shall be consistent with the relevant valuations provided to Seller by Duff & Xxxxxx in connection with the Asset Transfers (provided, for the avoidance of doubt, that in all cases no such assets, such adjustment more than twenty-five percent (25%) of the Purchase Price (as finally determined pursuant to Section 3.04) and any other amounts treated as consideration for Tax purposes shall be allocated pro rata among to the assets sold. non-U.S. Transferred Entities in the aggregate) (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not tocollectively, the “Allocation Principles”). From the date hereof through the Closing Date, to the extent applicablenecessary to prepare bills of sale or transfer agreements, determine and remit any withholding Taxes or Transfer Taxes, make any filings with any Taxing Authority prior to the Closing Date, or to otherwise timely comply with the requirements of applicable Law, in each case, in respect of the Asset Transfers or the sale and transfer of the Transferred Equity Interests at Closing, or where otherwise relevant for purposes of effecting and/or determining the consideration payable pursuant to any of the Asset Transfers, subject to the Allocation Principles, Seller and Buyer shall to the extent reasonably practicable cooperate in good faith to determine the allocation of the Purchase Price (and any other relevant amounts) among the Transferred Entities and/or their assets (any such allocation, a “Closing Allocation”). In the event that Seller and Buyer are unable to agree on any Closing Allocation that is necessary or relevant with respect to any of the Asset Transfers reasonably in advance thereof, the Parties shall use commercially reasonable efforts to promptly cause the Independent Accounting Firm to, in accordance with the terms of this Agreement (including, to the extent relevant and not in conflict with the provisions of this Section 3.07 or Section 3.04(e)), resolve any disputes, and determine such Closing Allocation prior to the date of such Asset Transfer, provided that any Closing Allocation determined by the Independent Accounting Firm shall be subject to the Allocation Principles. The fees of the Independent Accounting Firm in connection with any such determination shall be borne equally by Buyer and Seller. (c) No later than sixty (60) days after the Purchase Price is finally determined pursuant to Section 3.04, Seller shall prepare and deliver to Buyer a schedule (the “Seller’s Allocation Schedule”) allocating the Purchase Price (as finally determined pursuant to Section 3.04) and any other amounts treated as consideration for Tax purposes among the Transferred Entities (and, as applicable or relevant to both Parties for U.S. federal or other income Tax purposes, to further allocate such amounts among the assets of the Transferred Entities) in a manner consistent with the Closing Allocation(s) to the extent the Closing Allocation(s) set forth the allocation to or among such Transferred Entities and/or assets and the Allocation Principles. Buyer shall have the right to raise reasonable objections to Seller’s Allocation Schedule within thirty (30) days after its receipt thereof by providing written notice to Seller, specifying those items as to which Buyer disagrees and setting forth Buyer’s proposed allocation. If Buyer’s written notice of objection is timely delivered, Buyer and Seller shall negotiate in good faith to seek to resolve the disputed items. If, after a period of thirty (30) days following the date on which Buyer gives Seller its written notice of objection, any disputes set forth therein remain unresolved, then Seller and Buyer shall submit the remaining disputes to the Independent Accounting Firm for resolution in accordance with the terms of this Agreement (including, to the extent relevant and not in conflict with the provisions of this Section 3.07 or Section 3.04(e)). The fees of the Independent Accounting Firm shall be borne by Seller and Buyer equally. Any determination by the Independent Accounting Firm shall incorporate, reflect and be consistent with the Closing Allocation(s) to the extent the Closing Allocation(s) set forth the allocation to or among any Transferred Entities and/or assets and the Allocation Principles. Seller’s Allocation Schedule, as prepared by Seller if Buyer does not deliver a timely written notice of a dispute to Seller, as adjusted pursuant to any agreement between Seller and Buyer, or as determined by the Independent Accounting Firm (the “Final Allocation Schedule”), shall be conclusive and binding on the Parties hereto. Neither Seller nor Buyer shall (and each shall cause their respective Affiliates not to) take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Final Allocation Schedule (or the Closing Allocation(s) or the Allocation Principles) on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authorityProceeding, 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 similar analogous provision of applicable state, local or foreign Law).

Purchase Price Allocation. (a) Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets (including among the Purchased Entity Shares) in accordance with Exhibit D attached hereto (the “Allocation Schedule”). (b) To the extent necessary to prepare bills of sale, transfer agreements, or to otherwise timely comply with the requirements of applicable Law in respect of the sale of any of the Purchased Assets or Purchased Entities, Seller and Purchaser agree to cooperate in good faith to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Purchase Price (as determined as of the applicable date of such allocation) and any other items that are treated as additional consideration for Tax purposes among the applicable Seller Entities and Purchased Assets in a manner consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (any such allocation as agreed to by the Seller and Purchaser or, if the Seller and Purchaser are unable to agree on such allocation, as finally determined pursuant to Section 2.10(d), an “Interim Allocation”). (c) No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.72.9, Parent Seller shall deliver to Purchaser an a proposed allocation of the Final Purchase Price (as finally determined pursuant to Section 2.9) and any other amounts treated as consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, items that are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant additional consideration for Tax purposes to this Agreement and any Ancillary Agreement Seller as of the Closing Effective Time determined in a manner consistent with Sections 338 (if applicable) and the Allocation Schedule, the Interim Allocations, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Seller’s Allocation”). If Purchaser disagrees with Seller’s Allocation, Purchaser may, within thirty (30) days after delivery of Seller’s Allocation, deliver a notice (the “Purchaser’s Allocation Notice”) to Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. If the Purchaser’s Allocation Notice is duly delivered, Seller and Purchaser shall, during the twenty (20) days following such delivery, use reasonable best 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 any other relevant provisions of applicable items that are treated as additional consideration for Tax Law Purposes (such allocation as agreed to by the Seller and Purchaser or, if the Seller and Purchaser are unable to agree on such allocation, as finally determined pursuant to Section 2.10(d), the “Allocation”). (d) If Seller and Purchaser are unable to reach agreement on an Interim Allocation or the Allocation, they shall promptly cause the Independent Accounting Firm (or such firm as is chosen in accordance with the methodology set forth in Section 2.9(d) if an Independent Accounting Firm has not been chosen) to resolve any remaining disputes. The Any Interim Allocation or the Allocation as finally determined by such accounting firm shall be conclusive and binding on the Parties absent manifest errorParties. The Allocation All fees and expenses relating to the work, if any, to be performed by the accounting firm shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (borne by one-half by Seller and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets soldone-half by Purchaser. (be) None of Parent or Seller and Purchaser shall (and it shall cause its their respective Affiliates not to), to ) file all Tax Returns consistent with the extent applicable, Allocation. Neither Purchaser nor Seller shall (nor shall they permit their respective Affiliates to) take any Tax position for U.S. federal (or applicable state and local) income tax purposes inconsistent with such Allocation or fail to defend diligently and in good faith the Allocation on allocation before any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) Taxing Authority or in any Tax Proceeding involving Proceeding, and neither Purchaser nor Seller shall (nor shall they permit their respective Affiliates to) agree to any U.S. federal (or applicable state or local) tax authority, in each case, except proposed adjustment to the extent Allocation by any Taxing Authority without first giving the other Party prior written notice (a “Proposed Allocation Settlement Notice”). The Party providing such Proposed Allocation Settlement Notice (the “Settling Party”) shall be entitled to agree to such adjustment to the Allocation with the relevant Taxing Authority unless notified in writing by such other Party (the “Non-Settling Party”) within five (5) days of receiving such Proposed Allocation Settlement Notice that the Non-Settling Party requires that the Settling Party not agree to such adjustment to the Allocation with the relevant Taxing Authority except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar analogous provision of applicable state, local or foreign Lawlaw (a “Determination”). If such notice is received from the Non-Settling Party, the Non-Settling Party shall indemnify, defend and hold harmless the Settling Party and its Affiliates from and against all reasonable costs and expenses related to pursuing such Determination (including the costs of outside advisors and attorneys), and shall pay the Settling Party reasonable fees for the time of the employees and use of other resources of the Settling Party and its Affiliates.

Purchase Price Allocation. (a) No later than ninety (90) days after The parties agree that the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an allocation of the Final Purchase Price and (including any other amounts Assumed Liabilities that are treated as consideration for U.S. the Purchased Assets for federal income Tax purposes tax purposes), as adjusted hereunder, and all other amounts constituting consideration within the meaning of Section 1060 of the Code, shall be allocated among any assets thatthe Purchased Assets in accordance with the methodology set forth on Schedule 3.3(h), for U.S. income Tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined which schedule has been prepared in a manner consistent with Sections 338 (if applicable) and Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Consideration Allocation”). The Sellers and the Purchasers agree to (i) be bound by the Consideration Allocation, (ii) act in accordance with the Consideration Allocation shall be conclusive in the preparation and binding on the Parties absent manifest error. The Allocation shall be adjustedfiling of all Tax Returns (including, as necessarywithout limitation, filing Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto and (iii) take no position and cause their Affiliates to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are take no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Consideration Allocation on any U.S. for income Tax purposes, including United States federal (or applicable and state or local) income Tax Return (including any IRS Form 8594 and IRS Form 8023foreign income Tax, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, in each case, except to the extent unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code Code. Within ninety (or 90) days after the Closing Date, the Purchasers shall prepare and deliver a draft of its IRS Form 8594, completed in a manner consistent with the Consideration Allocation, to the Majority Shareholders. The Majority Shareholders shall have fifteen (15) days thereafter to review and raise any similar provision of applicable stateobjections with respect to such form. If the Majority Shareholders raise any such objections, local or foreign Law)the Parties shall, for the thirty (30) days thereafter, exercise good faith efforts to resolve those objections.

Purchase Price Allocation. (a) Parent and Purchaser agree to allocate and, as applicable, to cause their respective Affiliates to allocate, (i) the Final First Share Sale Consideration and any other amounts treated as consideration for U.S. federal income Tax purposes in the First Share Sale among the First Share Sale Entities (and any entities that, for Tax purposes, are treated as purchased by Purchaser’s relevant Subsidiaries pursuant to the First Share Sale), (ii) the Final Second Share Sale Consideration and any other amounts treated as consideration for U.S. federal income Tax purposes in the Second Share Sale among the Second Share Sale Entities (and any entities that, for Tax purposes, are treated as purchased by Purchaser’s relevant Subsidiaries pursuant to the Second Share Sale), and (iii) the IP Consideration to any Intellectual Property Rights transferred and assigned pursuant to the IP Transfer, in each case, in accordance with Schedule III hereto (the “Allocation Schedule”). (b) To the extent necessary to prepare bills of sale, transfer agreements, or otherwise to timely comply with the requirements of applicable Law in respect of the First Share Sale and/or the Second Share Sale, as soon as practicable (but no later than twenty (20) days prior to the date on which the Share Sale Effective Time occurs), Parent shall deliver to Purchaser a proposed preliminary allocation of the relevant portion of (i) the Closing First Share Sale Consideration and any other amounts treated as consideration in the First Share Sale for U.S. federal income Tax purposes among each applicable First Share Sale Seller (or other Subsidiary of Parent) that sells, transfers or assigns any relevant First Sale Shares and/or (ii) the Closing Second Share Sale Cash Consideration, the Second Share Sale Stock Consideration and any other amounts treated as consideration in the Second Share Sale for U.S. federal income Tax purposes among each applicable Second Share Sale Seller (or other Subsidiary of Parent) that sells, transfers or assigns any relevant Second Sale Shares, in each case, determined in a manner consistent with the Allocation Schedule (the “Preliminary Allocation”). If Purchaser disagrees with any Preliminary Allocation, Purchaser may, within five (5) days after delivery of such Preliminary Allocation, deliver a notice to Parent to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed preliminary allocation. Parent and Purchaser shall, during the ten (10) days following such delivery cooperate in good faith to resolve such dispute prior to the Share Sale Effective Time. (c) No later than ninety (90) days after the date on which the Final Purchase Price Share Sale Consideration is finally determined pursuant to Section 2.72.6, Parent shall deliver to Purchaser an allocation of (i) the Final Purchase Price First Share Sale Consideration and any other amounts treated as consideration in the First Share Sale for U.S. federal income Tax purposes among each of the First Share Sale Entities (and any assets entities that, for U.S. federal income Tax purposes, are treated as assets purchased by Purchaser (or its Purchaser’s relevant Subsidiaries) Subsidiaries pursuant to this Agreement the First Share Sale) and (ii) the Final Second Share Sale Consideration and any Ancillary Agreement other amounts treated as consideration in the Second Share Sale for U.S. federal income Tax purposes among each of the Second Share Sale Entities (and any entities that, for U.S. federal income Tax purposes, are treated as purchased by Purchaser’s relevant Subsidiaries pursuant to the Second Share Sale), in each case, determined in a manner consistent with Sections 338 (if applicable) and 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law and consistent with the Allocation Schedule (the “Allocation”). The Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price Share Sale Consideration pursuant to Section 7.5 7.7 (and any other amounts treated as consideration for U.S. federal income Tax purposes). Any such adjustment shall be allocated to the asset Sale Share, Sale Shares, asset, or assets (if any) to which such adjustment is attributable; provided provided, that to the extent there are no such assetsassets or shares, (x) in the case of an adjustment to the Final First Share Sale Consideration, such adjustment shall be allocated pro rata among the assets soldFirst Sale Shares (and other assets) sold in the First Share Sale and (y) in the case of an adjustment to the Final Second Share Sale Consideration, such adjustment shall be allocated pro rata among the Second Sale Shares (and other assets) sold in the Second Share Sale. (bd) None of Parent or Purchaser shall (and it they shall cause its Affiliates their respective Subsidiaries not to), to the extent applicable, ) take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation or any Preliminary Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authorityotherwise, 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 similar provision of applicable state, local or foreign Law).

Purchase Price Allocation. (a) No later than ninety Within one hundred and twenty (90120) days after of the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an allocation determination of the Final Purchase Price Price, Parent shall prepare and deliver to Purchaser a proposed allocation (the “Proposed Allocation”) of the purchase price, as determined for U.S. federal income tax purposes and including any liabilities or other amounts relevant items treated as consideration in the Sale for U.S. federal income Tax purposes among any assets that, for U.S. income Tax tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement among the Transferred Shares and any Ancillary Agreement determined the NJ Lease Assignment, in a manner consistent accordance with Sections 338 (if applicable) and 1060 of the Code and Code, the Treasury Regulations promulgated thereunder and a methodology to be mutually agreed by the Parties. If Purchaser delivers a written objection within fifteen (15) days after receipt of the Proposed Allocation, then Purchaser and Parent shall negotiate in good faith to resolve any such objection and, if Purchaser and Parent cannot resolve such dispute within thirty (30) days of Parent’s receipt of Purchaser’s objection, then a nationally recognized accounting firm mutually acceptable to Purchaser and Parent shall resolve such dispute, with the costs of such resolution to be evenly split by Purchaser, on the one hand, and Parent, on the other relevant provisions hand, and the resolution of applicable Tax Law (the “Allocation”). The Allocation such dispute shall be conclusive final and binding on the Parties absent manifest error. (such allocation as agreed to by Purchaser and Parent or as determined pursuant to such resolution, the “Final Allocation”). (b) The Allocation shall be adjustedFinal Allocation, as necessary, adjusted to reflect take into account any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (purchase price, as determined for U.S. federal income tax purposes and any including such liabilities or other amounts relevant items treated as consideration for Tax purposes). Any such adjustment shall be allocated to in the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position Sale for U.S. federal (or applicable state and local) income tax purposes inconsistent with purposes, shall be binding on the Allocation on any Parties and their respective Affiliates for U.S. federal (or applicable state or local) income tax purposes. The Parties and their respective Affiliates shall report, act, and file all Tax Return Returns (including any IRS Form 8594 and IRS Form 80238594, if applicable) or in a manner consistent with the Final Allocation and shall not take any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, in each case, except to the extent position contrary thereto unless otherwise required pursuant to by a final “determination” within the meaning of Section 1313(a) 1313 of the Code (or any similar provision of applicable state, local or foreign Law)Code.

Purchase Price Allocation. (a) No later than ninety (90) days after Each Seller, the date on which Company, and the Final Purchase Price is finally determined pursuant Buyer agree to Section 2.7, Parent shall deliver to Purchaser an allocation of allocate the Final Purchase Price and any other relevant amounts (including, if applicable, any liabilities treated as consideration assumed for U.S. federal income Tax purposes tax purposes) between the Blocker Stock and the Purchased Units and, as applicable, among the assets of the Company and any assets that, Subsidiary of the Company treated as a “disregarded entity” for U.S. federal income tax purposes in accordance with Schedule 2.5 (the “Tax Allocation Statement”) for U.S. federal and applicable state and local income Tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent with Sections 338 (if applicable) and 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Allocation”). The Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to)including, to the extent applicable, Sections 704(c), 755 and 1060 of the Code; provided that, such Schedule shall be updated by the Sellers’ Representative with Buyer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), in good faith no later than two (2) Business Days prior to the Closing Date in a manner consistent with the Net Working Capital shown on the Closing Date Statement and the valuation assumptions and methodologies reflected in Schedule 2.5. The Sellers’ Representative shall, with Buyer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), adjust the Tax Allocation Statement from time to time in a manner consistent with the principles of Schedule 2.5 to take into account any amounts treated as adjustments to purchase price for U.S. federal income tax purposes. Promptly following the date hereof, the Sellers’ Representative shall engage KPMG LLP to prepare a third party valuation with respect to (i) “Class V assets – stock of NPPHL (Ireland subsidiary),” (ii) “Class V assets – stock of Pluma (Mexico subsidiary)” and (iii) “Class VI assets (section 197 intangibles other than goodwill and going concern value)” (the “KPMG Valuation”). Buyer agrees that up to a maximum of $75,000 of the cost of the KPMG Valuation (“KPMG Costs”) shall be treated as Cash and Cash Equivalents for purposes of calculating the Purchase Price. Promptly following receipt of the KPMG Valuation, the Sellers’ Representative shall provide a copy thereof to Buyer. Thereafter, the Parties shall negotiate in good faith concerning any potential adjustments to the Tax Allocation Statement related to the three asset classes described above. In the event the Parties are unable to agree upon one or more adjustments to the Tax Allocation Statement related to the three assets classes described above prior to the Closing Date (or such later date as may be mutually agreed upon by the Parties), then the amount allocated to any such asset class that remains in dispute as of such time shall be the amount reflected in the Tax Allocation Statement as of the date hereof. No Party or Affiliate of any Party shall take, or permit any Affiliate to take, any position for U.S. federal any Tax purpose (whether in connection with audits, Tax Returns or applicable state and localotherwise) income tax purposes that is inconsistent with the final Tax Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, in each caseStatement, except to the extent otherwise as required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign non-U.S. Tax Law).

Purchase Price Allocation. The parties agree that the Purchase Price (aalong with all other items of consideration for Tax purposes, and including any adjustment to the Purchase Price hereunder) No later than ninety shall be allocated for Federal and state income Tax purposes in accordance with the methodology set forth on Schedule 7.6(g) of the Disclosure Schedules, which is intended to be in accordance with Code Sections 743, 751, 755, and 1060, as applicable, and the Treasury Regulations thereunder (90and any similar provisions of applicable Tax Law). Within sixty (60) days after the date Closing Indebtedness Amount, the Closing Transaction Expense Amount, the Closing Cash Amount and the Adjustment Statement are finally determined under Section 3.5, NovaBay shall deliver to the Founders, on which behalf of the Final Sellers, a statement (the “Proposed Tax Allocation Statement”), allocating the final Purchase Price is (as determined for federal income Tax purposes) among the assets of DERMAdoctor, which Proposed Tax Allocation Statement shall be consistent with the methodology set forth on Schedule 7.6(g) of the Disclosure Schedules. If within thirty (30) days after the delivery of the Proposed Tax Allocation Statement, the Founders, on behalf of the Sellers, notify NovaBay in writing that the Sellers object to the allocation set forth in the Proposed Tax Allocation Statement, NovaBay and the Founders, on behalf of the Sellers, shall negotiate in good faith to resolve such dispute. If NovaBay and the Founders, on behalf of the Sellers, are unable to resolve such dispute within thirty (30) days after NovaBay’s notification of dispute, then the parties shall jointly engage the Accounting Firm to resolve such dispute, and the decision of the Accounting Firm shall be final; provided that in resolving such dispute, the Accounting Firm shall apply the methodology set forth on Schedule 7.6(g) of the Disclosure Schedules. The fees and expenses of the Accounting Firm pursuant to this Section 7.6(g) shall be paid by the Sellers (based on Seller’s Pro Rata Portion), on the one hand, and by NovaBay, on the other hand, in the same manner as provided in Section 3.5(d)(iv). NovaBay, the Sellers and, if applicable, DERMAdoctor and the Founders shall file all Tax Returns, including IRS Form 8594, consistent with the Tax Allocation Statement as finally determined pursuant to this Section 2.77.6. NovaBay, Parent shall deliver to Purchaser an allocation of the Final Purchase Price and any other amounts treated as consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent with Sections 338 (if applicable) and 1060 of the Code Sellers and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Allocation”). The Allocation Founders shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal Tax purposes (whether in audits, Tax Returns or applicable state and localotherwise) income tax purposes that is inconsistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or such allocation unless required to do so by a final determination defined in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, 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 similar provision of applicable state, local or foreign Law)Code.

Purchase Price Allocation. (a) To the extent necessary to prepare bills of sale, transfer agreements, or otherwise to timely comply with the requirements of applicable Law in respect of the sale of any Shares (or other assets), as soon as practicable (but no later than ten (10) days prior to the Closing), Parent shall deliver to Purchaser a proposed preliminary allocation of the relevant portion of the Closing Purchase Price and any other amounts treated as consideration for Tax purposes among each applicable Seller (or other Subsidiary of Parent) that sells, transfers or assigns any relevant Shares (or other assets) (the “Preliminary Allocation”). If Purchaser disagrees with any Preliminary Allocation, Purchaser may, within seven (7) days after delivery of such Preliminary Allocation, deliver a notice to Parent to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed preliminary allocation. Parent and Purchaser shall, following such delivery cooperate in good faith to resolve such dispute prior to the Closing (the items as to which Parent and Purchaser agree, collectively, the “Agreed Preliminary Allocation”). (b) No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an a proposed allocation of the Final Purchase Price and any other amounts treated as consideration for U.S. income Tax purposes among the SMAC Business, each of the Transferred Entities (and any assets that, for U.S. income Tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement, any Ancillary Agreement and any Ancillary Agreement Local Share Transfer Agreement) determined in a manner that is consistent with Sections 338 (if applicable) and Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law and that reflects any Agreed Preliminary Allocation made pursuant to Section 7.1(a) (“Parent’s Allocation”). If Purchaser disagrees with Parent’s Allocation (for the avoidance of doubt, other than with respect to any Agreed Preliminary Allocation reflected in Parent’s Allocation), Purchaser may, within thirty (30) days after delivery of Parent’s Allocation, deliver a written notice (“Purchaser’s Allocation Notice”) to Parent to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. If Purchaser’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Final Purchase Price and any other amounts treated as consideration for Tax purposes. The allocation, as prepared by Parent if no Purchaser’s Allocation Notice has been given or as adjusted pursuant to any agreement between Parent and Purchaser (the “Allocation”). The Allocation , shall be conclusive and binding on the Parties parties hereto absent manifest error; provided, that if Parent and Purchaser are unable to reach such agreement, each of Seller and Purchaser may separately determine the allocation of the Final Purchase Price and other relevant amounts in a manner that reflects, incorporates and is consistent with any Agreed Preliminary Allocation. The Allocation Allocation, if any, shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price purchase price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset Share, Shares, asset, or assets (if any) to which such adjustment is attributable; provided provided, that to the extent there are no such assetsassets or shares, such adjustment shall be allocated pro rata among the assets Shares (and other assets) sold. (bc) None of Neither Parent or nor Purchaser shall (and it they shall cause its their respective Affiliates not to), to the extent applicable, ) take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation or any Agreed Preliminary Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authorityotherwise, 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 similar provision of applicable state, local or foreign Law).

Purchase Price Allocation. (a) No later than ninety For all U.S. federal (90and applicable state and local) days after and non-U.S. Tax purposes, the date Sellers, on which the one hand, and Purchaser, on the other hand, agree to (and agree to cause their respective Affiliates to) allocate the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an allocation of the Final Closing Purchase Price and any other amounts treated as consideration for U.S. income such Tax purposes (i) first, between the Transferred Equity Interests, on the one hand, and the Transferred Assets, on the other hand, and (ii) second, (x) allocate such portion of such consideration allocated to the Transferred Equity Interests among the assets of the Sold Entity and (y) allocate such portion of such consideration allocated to the Transferred Assets among the Transferred Assets; it being understood that any assets allocation described in this sentence shall be in accordance with the principles set forth on Exhibit G attached hereto (the “Purchase Price Allocation Schedule”). The Parties agree that the tax treatment of the purchase and sale of the Transferred Equity Interests is described in Rev. Rul. 99-6, Situation 2, with the result that, for U.S. federal income Tax purposes, Equity Sellers will be treated as having sold the Transferred Equity Interests, and Purchaser shall be treated as having purchased all of the assets of the Sold Entity and as having assumed all of the liabilities (subject to any limitations expressly providing otherwise under this Agreement) of the Sold Entity. (b) No later than one hundred and twenty (120) days after the Closing Date, Parent shall deliver to Purchaser a proposed allocation of the Final Closing Purchase Price and any other items that are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined additional consideration for Tax purposes in a manner consistent accordance with Sections 338 (if applicableSection 8.1(a) and Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any the Purchase Price Allocation Schedule (“Parent’s Allocation”). If Purchaser disagrees with the Parent’s Allocation, Purchaser may, within thirty (30) days after delivery of the Parent’s Allocation, deliver a notice (“Purchaser’s Allocation Notice”) to Parent to such effect, 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, Parent shall consider Purchaser’s Allocation Notice in good faith when determining the allocation of the Final Closing Purchase Price (and other relevant provisions amounts). The allocation, (i) as prepared by Parent if no Purchaser’s Allocation Notice has been timely given, or (ii) as adjusted pursuant to Parent’s good faith consideration of applicable Tax Law Purchaser’s Allocation Notice pursuant to this Section 8.1(b) (the “Allocation”). The Allocation , shall be conclusive and binding on the Parties absent manifest errorParties. The Allocation shall be adjusted, as necessary, to reflect any subsequent payments treated as adjustments to the Final Closing Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes)8.6. Any such adjustment shall be allocated allocated, consistent with this Section 8.1(b) to the asset or assets (if any) Equity Interests of the Transferred Entities and/or Transferred Assets to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (bc) None of Parent or Purchaser The Sellers, on the one hand, and Purchaser, on the other hand, shall (and it shall cause its their respective Affiliates to) (i) prepare and file all Tax Returns, in a manner consistent with the Purchase Price Allocation Schedule and the Allocation (and any adjustments thereto) and (ii) not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation therewith on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023Return, if applicable) or in connection with any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authorityotherwise, 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 similar provision of applicable state, local or foreign Law). In the event that the Allocation is disputed by any Taxing Authority in a Tax Proceeding, the party receiving notice of such dispute shall promptly notify the other party in writing of such notice and resolution of the dispute. (d) From and after the Closing, the Sellers shall pay or cause to be paid any and all Taxes incurred by (i) the Transferred Entities that resulted directly from (and that would not have been incurred but for) the consummation of the steps constituting the Pre-Closing Restructuring (“Pre-Closing Restructuring Taxes”) or (ii) Parent or any of its Affiliates that continues to be an Affiliate of Parent after the completion of the transactions contemplated by this Agreement.

Purchase Price Allocation. (a) No Purchaser and Sellers shall use commercially reasonable efforts to agree, no later than ninety thirty (9030) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an allocation final determination of the Final Purchase Price under Section 2.8, to an allocation for U.S. federal income tax purposes of the Final Purchase Price (and any other amounts item included in computing consideration for applicable U.S. federal income tax purposes to the extent known at such time) among the assets of each Company Group Member (other than assets treated as consideration owned by the Tax Partnership for U.S. federal income tax purposes) and the portion of such consideration allocated to the Tax purposes Partnership Interests among any the assets that, treated as owned by the Tax Partnership for U.S. federal income Tax tax purposes, are treated as and then among the six categories of assets purchased by Purchaser specified in Part II of IRS Form 8594 (or its relevant SubsidiariesAsset Acquisition Statement under Section 1060) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent accordance with Sections 338 (if applicable) 755 and 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Tax Allocation”). The If Sellers and Purchaser reach an agreement with respect to the Tax Allocation, (i) Purchaser and Sellers shall use commercially reasonable efforts to update the Tax Allocation shall be conclusive and binding on in accordance with Section 1060 of the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect Code following any subsequent adjustments adjustment to the Final Purchase Price pursuant to Section 7.5 this Agreement, and (ii) Purchaser and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assetsSellers shall, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its their respective Affiliates not to, report consistently with the Tax Allocation, as adjusted, on all Tax Returns, including IRS Form 8594 (Asset Acquisition Statement under Section 1060), to the extent applicable, and not take any position for U.S. federal Tax purposes (whether on any Tax Return, in any Proceeding with respect to Taxes or applicable state and localotherwise) income tax purposes that is inconsistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023Allocation, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authorityas adjusted, in each case, except to the extent unless otherwise required pursuant to by a “determination” within the meaning of as defined in Section 1313(a) of the Code (or any corresponding or similar provision of applicable state, state or local or foreign Tax Law); provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any audit, litigation or other Proceeding in connection with such Tax Allocation. If Sellers and Purchaser are unable to reach an agreement with respect to the Tax Allocation within thirty (30) days after the final determination of the Final Purchase Price under Section 2.8, then each Party shall be entitled to adopt its own position regarding the Tax Allocation.

Purchase Price Allocation. (a) No later than ninety (90) days after Buyer and the date on which Sellers shall allocate the Final Purchase Price is finally determined Closing Consideration, as adjusted pursuant to Section 2.72.05 (Post Closing Adjustment), Parent shall deliver to Purchaser an allocation among the Shares as set forth on Schedule 1.1(c). For purposes of (i) applying Section 751 of the Final Purchase Price Code and any other amounts treated as consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, are treated as assets purchased Treasury Regulations Section 1.751-1 in determining the portion of the gain or loss recognized by Purchaser (or its relevant Subsidiaries) each holder of Shares upon the sale of such holder’s Shares pursuant to this Agreement that is attributable to the Target Companies’ “unrealized receivables” and “inventory items” (as such terms are defined in Section 751 of the Code), (ii) computing special basis adjustments under Section 743 of the Code and Treasury Regulations Section 1.743-1, (iii) allocating such special basis adjustments among the assets of the Target Companies under Section 755 of the Code and Treasury Regulations Section 1.755-1 and (iv) for all other Tax purposes, the respective gross fair market values of the Target Companies’ assets will be determined by an appraisal completed by an independent valuation firm of recognized national standing (the “Valuation Firm”), which shall be completed and submitted to Buyer and the Sellers’ Representative on or before December 15, 2012. The appraisal provided by the Valuation Firm shall be modified, as appropriate, by the Valuation Firm to reflect any Ancillary Agreement determined adjustments in the Closing Consideration made following the Closing in accordance with this Agreement. The Valuation Firm’s fees, costs and expenses incurred in connection with preparing the appraisal shall be borne by Buyer. The Parties will prepare and file all Tax Returns (including the statement required by Treasury Regulations Section 1.743-1(k) and Internal Revenue Service Form 8308) in a manner consistent with Sections 338 (if applicable) and 1060 this Section 7.08(a), such allocation of the Code Closing Consideration, and the Treasury Regulations promulgated thereunder fair market values so determined, and neither Buyer nor the Sellers, nor any other relevant provisions of applicable their respective Affiliates, shall take any Tax Law (the “Allocation”position that is inconsistent with this Section 7.08(a). The Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) allocation of the Code (Closing Consideration, or any similar provision of such fair market values unless required to do so by applicable state, local or foreign Law).

Purchase Price Allocation. (a) Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Purchase Price, the adjustment to the Purchase Price pursuant to Section 2.11, if any (the “Working Capital Adjustment”), and any other items that are treated as additional consideration for Tax purposes (including the assumption of any Liabilities) among the Purchased Assets in accordance with Exhibit B attached hereto (the “Allocation Principles”). (b) No later than ninety sixty (9060) days after the date on which the Final Purchase Price Working Capital Adjustment is finally determined pursuant to Section 2.72.11, Parent Purchaser shall deliver to Purchaser an Seller a proposed allocation of the Final Purchase Price (as finally determined pursuant to Section 2.11) and any other amounts treated as consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, items that are treated as assets purchased by Purchaser additional consideration for Tax purposes (or its relevant Subsidiariesincluding the assumption of any Liabilities) pursuant to this Agreement and any Ancillary Agreement as of the Closing Date determined in a manner consistent with Sections 338 (if applicable) and the Allocation Principles, Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Purchaser’s Allocation”). If Seller disagrees with Purchaser’s Allocation, Seller may, within thirty (30) days after delivery of Purchaser’s Allocation, deliver a notice (the “Seller’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation. If the Seller’s Allocation Notice is duly delivered, Seller and Purchaser shall use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price, the Working Capital Adjustment and any other items that are treated as additional consideration for Tax purposes (including the assumption of any Liabilities). If Seller and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Working Capital Referee to resolve any remaining disputes. Any allocation of the Purchase Price (as finally determined pursuant to Section 2.11) and any other items that are treated as additional consideration for Tax purposes determined pursuant to the decision of the Working Capital Referee shall incorporate, reflect and be consistent with the Allocation Principles. The Purchaser’s Allocation, if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser, or as determined by the Working Capital Referee (the “Final Allocation”), shall be conclusive and binding on the all Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration their respective Affiliates) for purposes of filing their Tax purposes)Returns. Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Seller and Purchaser shall (and it shall cause its their respective Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state ) prepare and local) income tax purposes inconsistent file all Tax Returns in a manner consistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023Final Allocation, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authorityexcept, in each case, except to the extent otherwise required pursuant as a result of the resolution of a Tax audit or similar Tax Proceeding in accordance with the immediately succeeding sentence or any other Tax Proceeding. If the Final Allocation is subject to a “determination” within challenge by any Taxing Authority in connection with a Tax audit or similar Tax Proceeding, Seller or Purchaser, as the meaning case may be, shall, and shall cause their respective Affiliates to, in good faith and using commercially reasonable efforts, defend the Final Allocation against such challenge; provided, for the avoidance of Section 1313(a) doubt, that none of Seller, Purchaser or any of their respective Affiliates shall be required to appeal, petition or take any similar action with respect to any decision made upon a Tax audit or any other Tax Proceedings. Any fees and expenses of the Code (or any similar provision of applicable state, local or foreign Law)Working Capital Referee shall be borne equally by Seller and Purchaser.

Purchase Price Allocation. (a) No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.7Closing Date, Parent Purchaser shall prepare, for U.S. Tax purposes, in good faith and shall deliver to Purchaser an allocation the Seller Parties a schedule allocating the Closing Consideration and the Assumed Liabilities as of the Final Purchase Price Closing Date to the Seller Parties and any other amounts treated as consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, are treated as assets purchased by Purchaser to the Acquired Assets (or its relevant Subsidiariesthe “Initial Allocation”) pursuant to this Agreement and any Ancillary Agreement determined in a reasonable manner based on current fair market values and consistent with Sections 338 U.S. Tax Law (if applicable) and Section 1060 of the Code and the Treasury Regulations promulgated thereunder regulations thereunder). Purchaser shall promptly provide the Seller Parties with any reasonably requested information requested by the Seller Parties for purposes of reviewing the Initial Allocation. Except as set forth below, the Initial Allocation shall become final and be binding upon Purchaser and the Seller Parties for all purposes of U.S. Tax reporting as described in Section 9.03(b); provided, however, that if a Seller Party disagrees with the Initial Allocation and notifies Purchaser in writing of its disagreements within one hundred twenty (120) days after having received the Initial Allocation, such Initial Allocation shall not become final and the Seller Parties and Purchaser agree to consult and resolve in good faith any disputed item. [***] Purchaser and the Seller Parties shall then be bound by the Initial Allocation, for U.S. Tax purposes, as adjusted [***] and Purchaser, on the one hand, and the Seller Parties, on the other relevant provisions of applicable Tax Law hand, shall [***] (the Initial Allocation, as finally determined under this Section 9.03(a), the “Allocation”). The Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided further agree that to the extent there that any other payments made hereunder are no such assetsrequired, such adjustment shall under applicable U.S. Tax Law, to be allocated pro rata among the assets soldAcquired Assets, the Parties will cooperate to adjust the Allocation to take such payments into account in the manner required by applicable U.S. Tax Law and using the principles set forth above. (b) None Except as otherwise required by any determination (as defined under Section 1313 of Parent the Code or Purchaser shall (and it shall cause its Affiliates not tosimilar provision of applicable Law), Purchaser and each Seller Party agree to (i) be bound by the extent Allocation for U.S. Tax purposes, (ii) act in accordance with the Allocation in the preparation of financial statements and filing of all U.S. Tax Returns (including, if applicable, filing Form 8594 with its federal income Tax Return for the taxable year that includes the Closing Date), and (iii) take any no position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation on for all U.S. Tax purposes. In the event that any Taxing Authority disputes the Allocation, each Seller Party or Purchaser, as the case may be, shall promptly notify the other Party of the nature of such dispute. If any U.S. federal (or applicable state or local) Transfer Tax Return (including any IRS Form 8594 is required to be filed before the Allocation has been determined, the relevant Seller Party responsible under this Agreement to file such Tax Return shall prepare such Tax Return consistently with what it considers to be the correct allocation, and IRS Form 8023, if applicable) or in any to thereafter file amended Transfer Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, in each case, except Returns to the extent otherwise required pursuant necessary to a “determination” within make such Transfer Tax Returns consistent with the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)Allocation.

Purchase Price Allocation. The Final Closing Purchase Price (aand any assumed liabilities and any other relevant items) No later as determined for U.S. federal Income Tax purposes and applicable foreign Income Tax purposes shall be allocated by the Sellers and Buyer among (i) the shares of the U.S. Target Companies, (ii) the assets of the Non-U.S. Target Companies (other than any shares of the Regarded Non-U.S. Subsidiaries) and (iii) the shares of the Regarded Non-U.S. Subsidiaries in accordance with the 42%/58% allocation set forth in Schedule 5.9. Prior to the Closing, the Sellers and Buyer shall endeavor in good faith to agree to an allocation of the Final Closing Purchase Price among the shares of the specific U.S. Target Companies, the specific assets of the Non-U.S. Target Companies (other than any shares of the Regarded Non-U.S. Subsidiaries) and the shares of the specific Regarded Non-U.S. Subsidiaries, in accordance with the historic and forecast earnings of such U.S. Target Companies, such specific assets and such Regarded Non-U.S. Subsidiaries (but in no case inconsistent with the overall 42%/58% allocation set forth in Schedule 5.9) (the “Allocation Statement”). If the Sellers and Buyer are unable to agree upon the Allocation Statement within ninety (90) days after following Closing, the date on which Sellers and Buyer shall jointly retain Deloitte & Touche LLP or, if such firm declines to be retained to resolve the Final Purchase Price is finally determined pursuant dispute, another nationally recognized, independent accounting firm reasonably acceptable the Sellers and Buyer to Section 2.7, Parent shall deliver to Purchaser an determine the Allocation Statement (in no case inconsistent with the overall 42%/58% allocation of the Final Purchase Price and any other amounts treated as consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined set forth in a manner consistent with Sections 338 (if applicable) and 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Allocation”Schedule 5.9). The Allocation fees and expenses of such accounting firm shall be conclusive borne fifty percent (50%) by the Sellers and fifty percent (50%) by Buyer, and the decision of such firm shall be final and binding on the Parties absent manifest errorSellers and the Buyer. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments Any adjustment to the Final Closing Purchase Price pursuant to Section 7.5 (and any Price, such liabilities or other amounts treated as consideration for Tax purposes). Any such adjustment relevant items shall be allocated to the asset relevant shares or assets (if any) to which they relate, and if such adjustment is attributable; provided that adjustments do not relate to any specific shares or assets, pro rata in accordance with the allocation set forth on the Allocation Statement. The Sellers and Buyer shall apply such allocation for Tax reporting purposes to the extent there are no permitted under applicable Law and shall notify each other of any changes to such assets, such adjustment shall be allocated pro rata among the assets soldallocation required by any Governmental Authority. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, 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 similar provision of applicable state, local or foreign Law).

Purchase Price Allocation. (a) No later than ninety (90) days after Contemporaneous with the date on which execution of this Agreement, the Final Purchase Price is finally determined pursuant to Section 2.7, Parent parties shall deliver to Purchaser an jointly produce a schedule that sets forth the agreed allocation of the Final Purchase Price (and any other amounts treated as item of consideration for U.S. federal income Tax purposes tax purposes) among any assets thatthe Seller and, for U.S. income Tax purposeswith respect to Seller, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined among the Assets of Seller in a manner consistent accordance with Sections 338 (if applicable) and Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Agreed Allocation”). The Agreed Allocation shall be conclusive also govern the determination of the consideration paid for any asset for sales and binding use and other transfer tax purposes. The Selling Parties and the Buyer agree to (a) timely prepare and file IRS Forms 8594 (and any comparable form required by state or local Law) (including any amendment thereto) in connection with the sale of the Assets reflecting the Agreed Allocation (including any adjustment thereto) and provide a copy thereof, in the case of any such form prepared by the Buyer, to the Seller’s Representative, and, in the case of any such form prepared by any Selling Party, to the Buyer no later than ten (10) days after filing any such form; and (b) not to take a position on any Tax Return or in any Proceeding that is inconsistent with the terms of the Agreed Allocation. Each Selling Party agrees that the only amounts to which Seller is entitled at or after the Closing from the Buyer or its Affiliates, in connection with, arising out of, based upon or related to the purchase and sale of the Assets are Seller’s allocable portion as set forth on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to schedule being delivered by the Final parties under this Section 2.5 of (i) that portion of the Purchase Price payable at the Closing pursuant to Section 7.5 2.2(a) hereof; and (and ii) any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated release of the Indemnity Escrow Amount to the asset or assets (if any) to which such adjustment is attributable; provided that Seller pursuant to the extent there are no such assets, such adjustment shall be allocated pro rata among terms of this Agreement and the assets soldEscrow Agreement. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, 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 similar provision of applicable state, local or foreign Law).

Purchase Price Allocation. (a) No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Parent Buyer shall deliver to Purchaser prepare an allocation of the Final Purchase Price Price, as adjusted pursuant to Section 2.7 (and any all other amounts treated as consideration capitalizable costs, assumed liabilities and other relevant items) for U.S. income all Tax purposes and for purposes of determining that portion of the Final Purchase Price (as adjusted) allocable for each Affiliated Subsidiary that purchases Subsidiary Equity Interests, among any the assets that, for U.S. income Tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined of the Company in a manner consistent with Sections 338 (if applicable) and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any other relevant similar provisions of applicable Tax Law (the “Allocation”state, local or foreign law). The Allocation For U.S. federal income tax purposes, the right to use the names and marks set forth in Section 4.17(a) of the Disclosure Schedule in connection with the Withheld Property as contemplated under Section 6.6(b) shall be conclusive treated as a retained interest in such names and binding on marks. Buyer shall deliver such purchase price allocation to Seller within ninety (90) days of the Parties absent manifest error. The Allocation shall be adjustedClosing Date (or as soon as reasonably practicable thereafter and following finalization of the Closing Statement) and will consider in good faith Seller’s comments, as necessaryif any, to reflect such allocation. None of Seller, Buyer, or their respective Affiliates shall take any subsequent Tax position (whether in Tax audits, Tax Returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable Law or as necessary for Seller to maintain its qualification as a REIT (provided, however, that this sentence shall not limit the ability of Seller, Buyer or their Affiliates to settle any audit, proceeding or claim). Further, the allocation of all adjustments to the Final Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent determined by Buyer in a manner consistent with the Allocation on any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) or methodology used in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, in each case, except to determining the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law)final allocation.

Purchase Price Allocation. (a) No later than Within ninety (90) days after the date on which final determination of the Final Purchase Price is finally determined pursuant to Section 2.7Price, Parent Buyer shall deliver to Purchaser an the Sellers a statement setting forth a proposed allocation of (1) the Final Purchase Price (reduced by the Two Rivers Purchase Price and the Allied Purchase Price, and increased by any other amounts treated as consideration for U.S. income Tax purposes among any assets that, the Transferred Entities for U.S. income Tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent with Sections 338 (if applicable) and 1060 of among the Code Transferred Entities and the Treasury Regulations promulgated thereunder and any other relevant provisions assets of applicable Tax Law each Transferred Entity, (2) the “Allocation”). The Allocation shall be conclusive and binding on the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Two Rivers Purchase Price pursuant to Section 7.5 (and any other amounts treated as consideration for the Two Xxxxxx XX for Tax purposes) among the assets of the Two Xxxxxx XX, (3) the Allied Purchase Price (and any other amounts treated as consideration for Allied LP and Allied GP for Tax purposes) between Allied LP and Allied GP, and (4) the portion of the Allied Purchase Price (and such other amounts) allocated to Allied LP among the assets of Allied LP, in each case pursuant to the principles of Sections 338, 755 and 1060 of the Code, as applicable, and the Treasury Regulations promulgated thereunder; provided that no such allocation shall be made with respect to the Allied Purchase Price if the Allied ROFR is exercised with respect to the transfer of such JV Interests contemplated hereunder. Such allocation statement shall become final and binding upon the parties hereto at 5:00 p.m. Pacific Time on the thirtieth (30th) day following the date on which such statement was timely delivered to the Sellers unless the Sellers deliver timely notice of their disagreement with the allocation statement. If the Sellers deliver timely notice of disagreement with the allocation statement, Buyer and the Sellers shall negotiate in good faith to resolve any disputes as to the allocation statement for no less than ten (10) Business Days. If at the end of such ten (10) Business Day period the Sellers and Buyer have not resolved in writing such disputes, then any remaining disputes shall be submitted to the Independent Accountant (or such other nationally recognized valuation expert as mutually agreed by the Sellers and Buyer in writing) for resolution within thirty (30) days of the receipt of such submission. The costs and expenses of the Independent Accountant (or such other expert) shall be borne pursuant to the terms of Section 2.4(b) applied mutatis mutandis. Buyer, the Sellers and the Business Companies agree, for Tax purposes, to file all Tax Returns consistently with such final allocation, except as otherwise required by a change in Law after the date such allocation is finally determined or pursuant to a Final Determination. The parties shall cooperate in good faith to update the final allocation for any adjustments to the Purchase Price (or other amounts treated as purchase price for applicable Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None Within ten (10) days before the Closing Date, the Sellers shall deliver to Buyer a schedule that reasonably allocates the portion of Parent or Purchaser the Purchase Price payable for the transfer of the Business Interests of Piedras, which will be based on the fair market value of such Business Interests (the “Mexican Allocation Schedule”). The Sellers shall use such allocation in determining the amount of any Mexican Taxes payable under Article 161 of the Ley del Impuesto sobre la Renta. Buyer shall have a period of ten (and it shall cause its Affiliates not to), 10) days after the delivery of the Mexican Allocation Schedule (the “Mexican Response Period”) to deliver in writing to the extent applicableSellers notice of any objections Buyer may have to the allocation set forth therein (a “Mexican Objections Notice”). Unless Buyer timely objects to the Mexican Allocation Schedule, take any position for U.S. federal (or such Mexican Allocation Schedule shall be binding on the Parties without further adjustment, absent manifest error. If Buyer delivers a Mexican Objections Notice within the Mexican Response Period, Buyer and the Sellers shall negotiate in good faith and use all reasonable best efforts to resolve such dispute before the Tax Return under Article 161 of the Ley del Impuesto sobre la Renta is required to be filed under applicable state and local) income tax purposes inconsistent with Law; provided, that the Allocation on any U.S. federal (or applicable state or local) Sellers will be permitted to file such Tax Return (including despite any IRS Form 8594 and IRS Form 8023, if applicableobjections by Buyer) or in order to satisfy any Tax Proceeding involving any U.S. federal (or filing requirements under applicable state or local) tax authority, 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 similar provision of applicable state, local or foreign Law).

Purchase Price Allocation. (a) No later than ninety (90) days after The Purchaser and the date on which Seller agree that the Final Purchase Price is finally determined pursuant to Section 2.7, Parent shall deliver to Purchaser an allocation of the Final Purchase Price and (including any other amounts Assumed Liabilities that are treated as consideration for U.S. the Purchased Assets for federal income Tax purposes among any assets that, for U.S. income Tax tax purposes, are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant to this Agreement and any Ancillary Agreement determined in a manner consistent with Sections 338 (if applicable) and all other amounts constituting consideration within the meaning of Section 1060 of the Code, shall be allocated among the Purchased Assets as set forth on Schedule 2.5, based on the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder thereunder, and any other relevant provisions of applicable Tax Law as reflected in the IRS Form 8594 referenced in Section 2.6(b) (as finally determined in accordance with this Section 2.6, the “Purchase Price Allocation”). The Allocation shall Seller and the Purchaser agree to (i) be conclusive and binding on bound by the Parties absent manifest error. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant Allocation, (ii) act in accordance with the Purchase Price Allocation in the preparation and the filing of all Returns (including filing or causing to Section 7.5 be filed Form 8594 with applicable U.S. federal income Returns for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) take no position and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated cause their Affiliates to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) None of Parent or Purchaser shall (and it shall cause its Affiliates not to), to the extent applicable, take any position for U.S. federal (or applicable state and local) income tax purposes inconsistent with the Purchase Price Allocation on any for income Tax purposes, including U.S. federal (or applicable and state or local) income Tax Return (including any IRS Form 8594 and IRS Form 8023foreign income Tax, if applicable) or in any Tax Proceeding involving any U.S. federal (or applicable state or local) tax authority, in each case, except to the extent unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code Code. (or b) Prior to the final Closing, the Purchaser shall prepare and deliver a draft of its IRS Form 8594 to the Seller. The Seller shall have forty-five (45) days thereafter to review and raise any similar provision of applicable stateobjections with respect to such form. If the Seller raises any such objections, local or foreign Lawthe Purchaser and the Seller shall, for the next thirty (30) days, exercise good faith efforts to seek to resolve those objections and, if unable to resolve those objections within such thirty (30)-day period, the matter shall be resolved pursuant to the procedures described in Section 8.2(e). (c) In the event that the Purchase Price Allocation is disputed, in whole or in part, by any Governmental Authority, the Party receiving the notice of such dispute shall promptly notify the other Parties in writing of such dispute and shall use commercially reasonable efforts to keep the other parties apprised of material developments concerning the resolution of such dispute.

Purchase Price Allocation. (a) Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets (including among the Purchased Entity Shares) in accordance with Exhibit D attached hereto (the “Allocation Schedule”). (b) To the extent necessary to prepare bills of sale, transfer agreements, or to otherwise timely comply with the requirements of applicable Law in respect of the sale of any of the Purchased Assets or Purchased Entities, Seller and Purchaser agree to cooperate in good faith to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Purchase Price (as determined as of the applicable date of such allocation) and any other items that are treated as additional consideration for Tax purposes among the applicable Seller Entities and Purchased Assets in a manner consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (any such allocation as agreed to by the Seller and Purchaser or, if the Seller and Purchaser are unable to agree on such allocation, as finally determined pursuant to Section 2.10(d), an “Interim Allocation”). (c) No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.72.9, Parent Seller shall deliver to Purchaser an a proposed allocation of the Final Purchase Price (as finally determined pursuant to Section 2.9) and any other amounts treated as consideration for U.S. income Tax purposes among any assets that, for U.S. income Tax purposes, items that are treated as assets purchased by Purchaser (or its relevant Subsidiaries) pursuant additional consideration for Tax purposes to this Agreement and any Ancillary Agreement Seller as of the Closing Date determined in a manner consistent with Sections 338 (if applicable) and the Allocation Schedule, the Interim Allocations, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Seller’s Allocation”). If Purchaser disagrees with Seller’s Allocation, Purchaser may, within thirty (30) days after delivery of Seller’s Allocation, deliver a notice (the “Purchaser’s Allocation Notice”) to Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. If the Purchaser’s Allocation Notice is duly delivered, Seller and Purchaser shall, during the twenty (20) days following such delivery, use reasonable best 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 any other relevant provisions of applicable items that are treated as additional consideration for Tax Law Purposes (such allocation as agreed to by the Seller and Purchaser or, if the Seller and Purchaser are unable to agree on such allocation, as finally determined pursuant to Section 2.10(d), the “Allocation”). (d) If Seller and Purchaser are unable to reach agreement on an Interim Allocation or the Allocation, they shall promptly cause the Independent Accounting Firm (or such firm as is chosen in accordance with the methodology set forth in Section 2.9(d) if an Independent Accounting Firm has not been chosen) to resolve any remaining disputes. The Any Interim Allocation or the Allocation as finally determined by such accounting firm shall be conclusive and binding on the Parties absent manifest errorParties. The Allocation All fees and expenses relating to the work, if any, to be performed by the accounting firm shall be adjusted, as necessary, to reflect any subsequent adjustments to the Final Purchase Price pursuant to Section 7.5 (borne by one-half by Seller and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets soldone-half by Purchaser. (be) None of Parent or Seller and Purchaser shall (and it shall cause its their respective Affiliates not to), to ) file all Tax Returns consistent with the extent applicable, Allocation. Neither Purchaser nor Seller shall (nor shall they permit their respective Affiliates to) take any Tax position for U.S. federal (or applicable state and local) income tax purposes inconsistent with such Allocation or fail to defend diligently and in good faith the Allocation on allocation before any U.S. federal (or applicable state or local) Tax Return (including any IRS Form 8594 and IRS Form 8023, if applicable) Taxing Authority or in any Tax Proceeding involving Proceeding. and neither Purchaser nor Seller shall (nor shall they permit their respective Affiliates to) agree to any U.S. federal (or applicable state or local) tax authority, in each case, except proposed adjustment to the extent Allocation by any Taxing Authority without first giving the other Party prior written notice (a “Proposed Allocation Settlement Notice”). The Party providing such Proposed Allocation Settlement Notice (the “Settling Party”) shall be entitled to agree to such adjustment to the Allocation with the relevant Taxing Authority unless notified in writing by such other Party (the “Non-Settling Party”) within five (5) days of receiving such Proposed Allocation Settlement Notice that the Non-Settling Party requires that the Settling Party not agree to such adjustment to the Allocation with the relevant Taxing Authority except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar analogous provision of applicable state, local or foreign Lawlaw (a “Determination”). If such notice is received from the Non-Settling Party, the Non-Settling Party shall indemnify, defend and hold harmless the Settling Party and its Affiliates from and against all reasonable costs and expenses related to pursuing such Determination (including the costs of outside advisors and attorneys), and shall pay the Settling Party reasonable fees for the time of the employees and use of other resources of the Settling Party and its Affiliates.