Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation.

Purchase Price Allocation. (aSet forth on Schedule 7.7(b) The Unadjusted Purchase Price has been allocated among is an allocation schedule showing the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price among the Company Shares for all the Companies (the “First Tax Allocation Schedule”) ). Within 90 days after the Closing Date, Buyer will prepare and shall prepare their respective Forms 8594 deliver to Individual, with respect to transactions contemplated by this Agreement each S Corp for which a Section 338(h)(10) Election is made (and with respect to CalPly), an allocation schedule showing the allocation among the assets of each such S Corp (and CalPly) of the portion of the Purchase Price (and separately showing any and all other capitalized costs) allocated to that S Corp (and CalPly) under the applicable First Tax Allocation Schedule and the liabilities of such S Corp (and CalPly) taken into account as part of the consideration for the assets of such S Corp (and CalPly) in the hypothetical sale of assets pursuant to Section 338(h)(10) of the Code (and under Treas. Reg. 1.1361-5(b) in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations thereunder and other applicable Law (as finalized pursuant hereto, the “Second Tax Allocation Schedule” and together with the First Tax Allocation Schedule, the “Allocation Schedules”). Any amount paid to Sellers out of Escrowed Funds will be allocated to good will and going concern value of CalPly. The Allocation Schedule shall be prepared consistent with the Allocated Values allocations set forth in Exhibit A-3 the Second Tax Allocation Schedule will be binding upon Sellers except to the extent (i) determined otherwise pursuant to a final determination (as defined in Section 1313(a) of the Code or corresponding provisions of state or local Law, as applicable) or (ii) Sellers receive a written opinion of a nationally recognized law firm or accounting firm to the effect that compliance with the Second Tax Allocation Schedule would subject Sellers to Tax penalties. Buyer and shall be revised to take into account the Purchase Price Adjustments Sellers will report and file Tax Returns (including IRS Form 8883) in all respects and for all purposes consistent with the provisions set forth in this Section 11.01such Allocation Schedules. Sellers and Buyer will use commercially reasonable efforts to provide each other with such information and documentation as reasonably required to prepare any Allocation Schedule. Neither Buyer nor Seller shall Sellers will take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, Allocation Schedules unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationLaw.

Purchase Price Allocation. The Parent and the Sellers’ Representative shall allocate adjustments to the Aggregate Consideration required by Section 2.08 (a) The Unadjusted Purchase Price has been allocated Post Closing Adjustment), among the Assets by Buyer Securityholders as set forth in Exhibit A-3on Schedule 1.1. Buyer represents that The Merger Consideration and the Allocated Values constitute reasonable and good faith allocations Option Consideration, as adjusted pursuant to Section 2.08 (Post Closing Adjustment), shall be allocated for purposes of (i) applying Section 751 of the Unadjusted Purchase Price among Code and Treasury Regulations Section 1.751-1 in determining the Assets. Seller and Buyer agree that portion of the Allocated Values shall be used to compute any adjustments to gain or loss recognized by each holder of Operating Company interests upon the Unadjusted Purchase Price sale of such holder’s membership interests pursuant to this Agreement. Agreement that is attributable to the Operating Company’s “unrealized receivables” and “inventory items” (b) Buyer and Seller acknowledge that, under as such terms are defined in Section 1060 751 of the Code), Buyer and Seller must report information regarding the allocation (ii) computing special basis adjustments under Section 743 of the Unadjusted Purchase Price Code and Treasury Regulations Section 1.743-1, (as adjusted by iii) allocating such special basis adjustments among the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation assets of the Purchase Price 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 “Allocation ScheduleValuation 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 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 shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement Internal Revenue Service Form 8308) in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer 7.08(a), such allocation of the Merger Consideration and the Option Consideration, and the fair market values so determined, and neither Parent, Merger Sub, the Target Companies, the Sellers’ Representative, the Securityholders, nor Seller any of their respective Affiliates, shall take any Tax position that is inconsistent with this Section 7.08(a), such allocationallocation of the Merger Consideration and the Option Consideration, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, such fair market values unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationLaw.

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been Consideration shall be allocated among the Purchased Assets in the manner agreed to by the Buyer as and Seller and which shall be set forth in Exhibit A-3on Schedule 3.6 (“Allocation Statement”). Buyer represents that the Allocated Values constitute reasonable All federal, state, local and good faith allocations foreign income tax returns of the Unadjusted Purchase Price among Seller and Buyer shall be filed consistently with the Assetsinformation set forth on the Allocation Statement. Moreover, the Seller and Buyer further agree to file IRS Form 8594 (and any corresponding form required to be filed by a state or local taxing authority) in a manner that is consistent with the information on the Allocation Statement. The Seller and Buyer agree that the Allocated Values shall be used to compute promptly provide each other with any adjustments information necessary to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income complete such tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective IRS Forms 8594 with respect (and any corresponding form required to transactions contemplated be filed by this Agreement in a manner consistent with the Allocation Schedulestate or local taxing authority). The Allocation Schedule Seller and Buyer shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall not take any position on a tax return, tax proceeding or audit that is inconsistent with such allocation, as updated by any information set forth on the Parties Allocation Statement except to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless the extent required to do so otherwise by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Codelaw; provided, however, that nothing contained herein (i) Buyer’s cost may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so allocated and (ii) the amount realized by the Seller may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax purposes. The Seller and the Buyer shall prevent Buyer or Seller from settling file an updated IRS Form 8594 (and any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be corresponding form required to litigate before any court any proposed deficiency be filed with a state or adjustment by any local taxing authority challenging such allocationauthority) to the extent that the Purchase Consideration changes, including as a result of the Excess Payments and the transfer of the Xxxxx Xxxxxxxx Brand.

Purchase Price Allocation. (a) The Unadjusted Parties agree to allocate the Purchase Price has been allocated (plus Assumed Liabilities, to the extent properly taken into account under the Code and applicable Treasury Regulations) among the Purchased Assets by Buyer as in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the principles set forth on Schedule 2.3 (the "Purchase Price Allocation"). Within five (5) days after the final determination of the Closing Date Balance Sheet and the Closing Schedule as provided in Exhibit A-3Section 2.2, the Buyer shall deliver to the Seller a draft Purchase Price Allocation. The Seller shall have the right to review such draft Purchase Price Allocation and shall notify the Buyer represents that the Allocated Values constitute reasonable and in writing of any objections within thirty (30) days after receipt of such draft Purchase Price Allocation. The Parties shall cooperate in good faith allocations to reach agreement on the disputed items or amounts, if any. If the Parties are unable to reach an agreement regarding the Purchase Price Allocation, then within thirty (30) days following receipt by the Buyer of the Unadjusted Seller's written objections, any disagreement shall be resolved by the Independent Accountants whose involvement shall be limited solely to disputed items. The Purchase Price among Allocation, as prepared by the AssetsBuyer if no timely written objection by the Seller shall have been given, as adjusted pursuant to any agreement between the Parties or as determined by the Independent Accountants, shall be final and binding on the Parties. Any fees and expenses of the Independent Accountants shall be borne equally by the Seller and Buyer agree that the Allocated Values shall be used Buyer. Subject only to compute any adjustments to the Unadjusted Purchase Price pursuant to as provided in this Agreement. , the Parties agree (bi) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted to be bound by the Purchase Price AdjustmentsAllocation, (ii) to act in accordance with the Purchase Price Allocation in the preparation of financial statements and filing of all Tax Returns (including filing Form 8594 with the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns Tax Return for the tax period which taxable year that includes the Closing Date. Prior ) and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) to the Closing, Buyer take no position and Seller will mutually agree regarding allocation of to cause their Affiliates to take no position inconsistent with the Purchase Price Allocation for Tax purposes, including United States federal and state income Tax and foreign income Tax. Not later than thirty (the “Allocation Schedule”30) and shall prepare days prior to filing their respective Forms 8594 with respect (and analogous state forms) relating to transactions the transaction contemplated by this Agreement in Agreement, each Party shall deliver to the other Parties a manner consistent with copy of its Form 8594 (and analogous state forms). In the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account event that a Governmental Authority disputes the Purchase Price Adjustments consistent with Allocation, the provisions set forth in this Section 11.01. Neither Buyer nor Seller Party receiving notice of such dispute shall take any position inconsistent with such allocationpromptly notify the other Party, as updated by and the Parties shall reasonably cooperate to reflect defend the Purchase Price Allocation in any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationproceeding.

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer Purchaser agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under for the purposes of Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price AdjustmentsPrice, the Assumed Liabilities and any other items that are treated as consideration for Tax purposes (“Tax Consideration”) to shall be allocated among the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price Transferred Assets as set forth on Schedule 6.18(a) (the “Allocation Schedule”) and ). No later than 90 days after the Closing Date, Purchaser shall prepare their respective Forms 8594 with respect deliver to transactions contemplated by this Agreement Seller proposed allocations of the Tax Consideration, in each case determined in a manner consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocations”). The Allocation Schedule Seller and Purchaser shall negotiate in good faith to resolve any disagreements Seller has with any of the Purchaser’s Allocations. If Seller and Purchaser are unable to resolve any such disagreements, Seller and Purchaser shall be prepared permitted to separately determine the allocation of the Tax Consideration in any manner consistent with applicable Tax Law. To the Allocated Values set forth in Exhibit A-3 extent that the Purchaser and Seller agree on the allocation of the Tax Consideration, each of Seller, Purchaser and their respective Affiliates shall be revised to take into account (i) prepare and file their respective Tax Returns (including IRS Form 8594) that are filed after the Purchase Price Adjustments Closing Date on a basis consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall such allocation, (ii) take any no position inconsistent with such allocation, allocation in any Tax Proceeding unless otherwise required as updated by a result of a change of applicable Law after the Parties to reflect any adjustments pursuant to date of this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” contrary determination within the meaning of Section 1313(a)(1) 1313 of the Code; providedCode and (iii) make appropriate adjustments to such allocation if the Purchase Price is adjusted after the date hereof (including pursuant to Section 3.03 or Article X). Purchaser and Seller shall cooperate fully, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment as and to the extent reasonably requested by any taxing authority based upon or arising out of such allocationthe other applicable party, and neither Buyer nor Seller shall retain and (upon the other applicable party’s request) furnish or cause to be required furnished to litigate before the other applicable party, as promptly as practicable, such information and assistance relating to the Transferred Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any court any proposed deficiency or adjustment by any taxing authority challenging such allocationTax Return.

Purchase Price Allocation. (a) The Unadjusted For all U.S. federal (and applicable state and local) and non-U.S. Tax purposes, the Sellers, on the one hand, and Purchaser, on the other hand, agree to (and agree to cause their respective Affiliates to) allocate the Final Closing Purchase Price has been and any other amounts treated as consideration for 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 by Buyer as among the Transferred Assets; it being understood that any allocation described in this sentence shall be in accordance with the principles set forth in on Exhibit A-3. Buyer represents that G attached hereto (the Allocated Values constitute reasonable and good faith allocations of the Unadjusted “Purchase Price among the AssetsAllocation Schedule”). Seller and Buyer The Parties agree that the Allocated Values 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 federal income Tax purposes, Equity Sellers will be treated as having sold the Transferred Equity Interests, and Purchaser shall be used treated as having purchased all of the assets of the Sold Entity and as having assumed all of the liabilities (subject to compute any adjustments to the Unadjusted Purchase Price pursuant to limitations expressly providing otherwise under this Agreement) of the Sold Entity. (b) Buyer No later than one hundred and Seller acknowledge thattwenty (120) days after the Closing Date, under Parent shall deliver to Purchaser a proposed allocation of the Final Closing Purchase Price and any other items that are treated as additional consideration for Tax purposes in accordance with Section 8.1(a) and Section 1060 of the CodeCode and the Treasury Regulations promulgated thereunder and the Purchase Price Allocation Schedule (“Parent’s Allocation”). If Purchaser disagrees with the Parent’s Allocation, Buyer 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 Seller must report information regarding 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 Unadjusted Final Closing Purchase Price (and other relevant amounts). The allocation, (i) as prepared by Parent if no Purchaser’s Allocation Notice has been timely given, or (ii) as adjusted by pursuant to Parent’s good faith consideration of Purchaser’s Allocation Notice pursuant to this Section 8.1(b) (the “Allocation”), shall be conclusive and binding on the Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent payments treated as adjustments to the Final Closing Purchase Price Adjustmentspursuant to Section 8.6. Any such adjustment shall be allocated, consistent with this Section 8.1(b) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation Equity Interests of the Purchase Price Transferred Entities and/or Transferred Assets to which such adjustment is attributable. (c) The Sellers, on the “Allocation Schedule”) one hand, and Purchaser, on the other hand, shall (and shall prepare cause their respective Forms 8594 with respect to transactions contemplated by this Agreement Affiliates to) (i) prepare and file all Tax Returns, in a manner consistent with the Allocation Schedule. The Purchase Price Allocation Schedule shall be prepared consistent with and the Allocated Values set forth in Exhibit A-3 Allocation (and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall any adjustments thereto) and (ii) not take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, therewith on any income Tax Return Return, in connection with any Tax Proceeding or otherwise, unless in each case, except to the extent otherwise required pursuant to do so by applicable Law or a “determination,” (within the meaning of Section 1313(a)(11313(a) of the Code; providedCode or any similar provision of state, however, local or foreign Law). In the event that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment the Allocation is disputed by any taxing authority based upon or arising out Taxing Authority in a Tax Proceeding, the party receiving notice of such allocationdispute 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 neither Buyer nor Seller shall 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 required to litigate before any court any proposed deficiency or adjustment an Affiliate of Parent after the completion of the transactions contemplated by any taxing authority challenging such allocationthis Agreement.

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among Buyer shall prepare and deliver to BHGE LLC, within 90 days following the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations determination of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge thatFinal Statement, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price a schedule (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with allocating the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, purchase price (as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration determined for U.S. federal income tax purposes) among the IST Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or non-U.S. Law, as appropriate). BHGE LLC shall have the right to review the Allocation Schedule and shall notify the Buyer in writing of any objections within 20 days after its receipt thereof. BHGE LLC and the Buyer shall negotiate in good faith to attempt to resolve any disagreements with respect to the Allocation Schedule within 20 days. In the event that BHGE LLC and the Buyer are unable to resolve such dispute within such 20-day period, then BHGE LLC and the Buyer shall refer the matter to the Independent Accounting Firm in accordance with Section 2.08. In making such determination, the Independent Accounting Firm shall be bound by the terms of this Agreement, it shall make a determination solely with respect to unresolved disputed items of the Allocation Schedule, and the Independent Accounting Firm’s determination thereof shall be based solely on written materials, presentations and arguments submitted and/or made by BHGE LLC and the Buyer, and not by independent review. Sellers and the Buyer shall (a) be bound by the Allocation Statement, as adjusted, for purposes of determining any income Taxes and (b) act in accordance with the Allocation Statement in the preparation, filing and audit of any Tax Return or otherwise(including IRS Form 8594), unless in each case, as otherwise required by Law. For purposes of the Allocation Statement, if there is an adjustment to do so by applicable Law or a “determination,” within the meaning purchase price (as determined for U.S. federal income tax purposes) pursuant to any provision of this Agreement, the adjustment shall be allocated in accordance with Section 1313(a)(1) 1060 of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation.

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer parties agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer including any Assumed Liabilities that are treated as consideration for the Assets for federal income tax purposes), as adjusted hereunder, and Seller acknowledge that, under all other amounts constituting consideration within the meaning of Section 1060 of the Code, Buyer and Seller must report information regarding shall be allocated among the allocation Assets in the manner as set forth on Schedule 10.17, which schedule has been prepared in a manner consistent with Section 1060 of the Unadjusted Purchase Price Code and the regulations promulgated thereunder (as adjusted the “Consideration Allocation”). Seller and Buyer agree to (i) be bound by the Purchase Price AdjustmentsConsideration Allocation, (ii) to act in accordance with the Consideration Allocation in the preparation and the filing of all Tax Returns (including, without limitation, filing Form 8594 with their United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns Tax Return for the tax period which 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 take no position inconsistent with the Consideration Allocation for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Prior to Within ninety (90) days after the ClosingClosing Date, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement and deliver a draft of its IRS Form 8594, completed in a manner consistent with the Allocation ScheduleConsideration Allocation, to Seller. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take have fifteen (15) days thereafter to review and raise any position inconsistent objections with respect to such allocationform. If Seller raises any such objections, as updated by the Parties parties shall, for the thirty (30) days thereafter, exercise good faith efforts to reflect any adjustments pursuant to this Agreement resolve those objections and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required if unable to do so within such 30-day period, the parties shall submit the matter to the Accountants for resolution. The fees charged by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller Accountants shall be required paid by the parties in proportion to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationthe Accountants’ findings of relative error on disputed matters.

Purchase Price Allocation. (a) The Unadjusted Parties agree to allocate the Purchase Price has been allocated (plus Assumed Liabilities, to the extent properly taken into account under the Code and applicable Treasury Regulations) among the Assets by Buyer Purchased Assets, within sixty (60) days following the Closing Date, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with the purchase price allocation methodology as set forth in Exhibit A-3on Schedule 2.2 (the “Purchase Price Allocation”). Buyer represents The Parties shall jointly prepare and determine the Purchase Price Allocation based on the allocation methodology set forth on Schedule 2.2. In the event that the Allocated Values constitute reasonable Parties cannot agree on the Purchase Price Allocation within thirty (30) days following the Closing, the Parties shall submit the matter for resolution to the Independent Accounting Firm. The Independent Accounting Firm shall determine any disputed items with respect to the Purchase Price Allocation and good faith allocations shall provide a written decision regarding such determination which shall be final and binding upon the Parties. The fees and expenses of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values Independent Accounting Firm shall be used shared equally by the Parties. Subject only to compute any adjustments to the Unadjusted Purchase Price pursuant to as provided in this Agreement. , the Parties agree (bi) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted to be bound by the Purchase Price AdjustmentsAllocation, (ii) to act in accordance with the Purchase Price Allocation in the preparation of financial statements and filing of all Tax Returns (including filing Form 8594 with the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns Tax Return for the tax period which taxable year that includes the Closing Date. Prior ) and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) to the Closing, Buyer take no position and Seller will mutually agree regarding allocation of to cause their Affiliates to take no position inconsistent with the Purchase Price Allocation for Tax purposes, including United States federal and state income Tax and foreign income Tax. Not later than thirty (the “Allocation Schedule”30) and shall prepare days prior to filing their respective Forms 8594 with respect (and analogous state forms) relating to transactions the transaction contemplated by this Agreement in Agreement, each Party shall deliver to the other Parties a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 copy of its Form 8594 (and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationanalogous state forms).

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among Newco shall be treated for federal, state and local income Tax purposes as a continuation of Crude JV, and the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable sale and good faith allocations purchase of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values Interests shall be used to compute treated for federal, state and local income Tax purposes as the sale and purchase of the assets of Crude JV (except that for Tax purposes in the State of Texas the sale and purchase shall be treated as a sale of the Interests) and no Party or any adjustments to the Unadjusted Purchase Price pursuant to this AgreementAffiliate thereof shall take any federal, state or local income or franchise Tax position inconsistent with such treatment. (b) Buyer The Cash Amount (and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (all other amounts treated as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their consideration for federal income tax returns for Tax purposes) shall be allocated in accordance with Schedule 2.7 (the tax period which includes “Preliminary Asset Allocation”). (c) No later than one hundred twenty (120) days after the Closing Date. Prior to the Closing, Buyer shall prepare and Seller will mutually agree regarding allocation deliver to Sellers for Sellers’ review and approval (such approval not to be unreasonably withheld, conditioned or delayed), a copy of the Purchase Price Form 8594 and any required exhibits thereto (the “Allocation Schedule”) allocating the Cash Amount (and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement all other amounts treated as consideration for federal income Tax purposes) among Crude JV’s assets in a manner consistent with the Preliminary Asset Allocation. Buyer shall prepare and deliver to Sellers, from time to time, for Sellers’ review and approval (such approval not to be unreasonably withheld, conditioned or delayed), revised copies of the Allocation ScheduleSchedule (the “Revised Allocation Schedules”) so as to reflect any matters on the Allocation Schedule that need updating (including adjustments to the Cash Amount pursuant to Section 2.3(d), if any). The Allocation Schedule and the Revised Allocation Schedules shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and in a manner consistent with the Allocated Values Preliminary Asset Allocation. Within thirty (30) days of delivery of the Allocation Schedule or the Revised Allocation Schedules, as the case may be, Sellers shall review such statements; and if Sellers agree on the allocation of the Cash Amount (and all other amounts treated as consideration for federal income Tax purposes) (which shall be evidenced by an Allocation Schedule or the Revised Allocation Schedules signed by Buyer and each Seller), Buyer, Newco, Sellers, and their respective Affiliates shall file all Tax Returns in a manner consistent with such agreed allocation and shall take no Tax position inconsistent therewith. The Parties shall negotiate in good faith to reach agreement on the allocation as set forth in Exhibit A-3 such Allocation Schedule or Revised Allocation Schedule. In the event that Buyer and shall be revised Sellers are unable to take into account agree on such allocation within thirty (30) days after the Purchase Price Adjustments consistent with delivery of the provisions Allocation Schedule or the Revised Allocation Schedules, as the case may be, then (i) Buyer or either Seller may submit such dispute to the Audit Firm and follow such dispute resolution procedures as are set forth in Section 2.3(c), mutatis mutandis, (ii) in connection with such engagement, Buyer, Sellers and Crude JV shall execute any engagement, indemnity and other agreements as the Audit Firm may require as a condition to such engagement and (iii) until such Allocation Schedule or Revised Allocation Schedules are finally determined pursuant to the terms of this Section 11.01. Neither Buyer Agreement, none of Buyer, Newco, Sellers nor Seller any of their Affiliates shall be required, pursuant hereto, to file any Tax Returns or otherwise take any position inconsistent positions consistent with such allocation, as updated by except that they shall take no Tax position inconsistent with the Preliminary Asset Allocation. The Parties shall instruct the Audit Firm that its determination must be consistent with the Preliminary Asset Allocation, and none of the Parties to reflect shall be bound by any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) determination of the Code; Audit Firm that is inconsistent with the Preliminary Asset Allocation. The fees of the Audit Firm payable in connection with the dispute resolution will be paid 50% by Buyer and 50% by Sellers (apportioned equally among the Sellers, provided, however, that nothing contained herein shall prevent Buyer or if only one Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such disputes the allocation, and neither Buyer nor such Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationbear the entire amount).

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents and Seller intend that the Allocated Values constitute reasonable purchase and good faith allocations sale of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price Transferred Assets pursuant to this AgreementAgreement will be treated for U.S. federal income Tax purposes as a purchase and sale of assets of Seller and the Seller Entities. Buyer and Seller shall use their Commercially Reasonable Efforts to jointly agree within one hundred eighty (180) days after the Closing Date to an allocation among the Transferred Assets that is consistent with the allocation methodology provided by Code section 1060 and the Treasury regulations promulgated thereunder (the "Allocation"). Notwithstanding the foregoing, in the event that Buyer and Seller cannot agree as to the Allocation, each Party shall be entitled to take its own position in any Tax Return, Tax proceeding or audit. (b) Notwithstanding the foregoing, to the extent required for purposes of determining the amount of Transfer Taxes attributable to the sale or transfer of the Facility and the Transferred Assets to Buyer and Seller acknowledge that, under Section 1060 the scope of the Codeany exemptions from Transfer Taxes, Buyer shall deliver to Seller a schedule valuing the Real Property and Seller must report information regarding tangible personal property (including a separate valuation for exempt tangible personal property) included in the allocation of Transferred Assets (the Unadjusted Purchase Price “Transfer Tax Valuation”) at least ten (as adjusted by the Purchase Price Adjustments10) Business Days prior to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price shall provide a sales tax invoice at Closing (the “Allocation Schedule”) and which shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner be consistent with the Allocation ScheduleTransfer Tax Valuation) on which it separately states (i) the value of real property transferred, (ii) a description and the value of taxable tangible personal property transferred, (iii) a description and the value of exempt or otherwise nontaxable tangible personal property transferred and (iv) the amount of sales tax applicable to the tangible personal property transferred. The Allocation Schedule shall be prepared consistent Xxxxx and Xxxxxx each agrees to file all applicable Transfer Tax Returns, and to remit all Transfer Taxes, in accordance with the Allocated Values set forth in Exhibit A-3 Transfer Tax Valuation and shall be revised otherwise agrees not to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position for Transfer Tax purposes inconsistent with such allocation, as updated by the Parties Transfer Tax Valuation. Xxxxx and Xxxxxx each agrees to reflect provide the other promptly with any adjustments pursuant other information necessary to this Agreement and complete any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income applicable Transfer Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationReturn.

Purchase Price Allocation. (a) The Unadjusted Prior to the Closing, the parties shall agree on a preliminary allocation of the Purchase Price has been allocated and the Assumed Liabilities among the Securities and the Acquired Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations acquired from each of the Unadjusted Securities Sellers and Assets Sellers, which will be utilized in those jurisdictions where applicable Law requires a purchase price to be stated in the applicable Foreign Acquisition Agreement or otherwise at the time of the Closing. Principal Seller and Purchaser shall use their reasonable best efforts to agree upon a final allocation of the Purchase Price among within six months of the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this AgreementClosing Date. (b) Buyer If Principal Seller and Seller acknowledge that, under Section 1060 of Purchaser reach agreement on the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding final allocation of the Purchase Price, then the allocations described in this Section 5.20 shall together be the "Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 Allocation" and shall be revised binding on the parties hereto. Principal Seller and Purchaser agree to act (and to cause their respective affiliates to act) in accordance with the Price Allocation in the preparation, filing and audit of any Tax Return and not to take into account (or permit any of their affiliates to take) any Tax position inconsistent with the Price Allocation. If, as a result of change in circumstances after the Price Allocation is determined, the Purchase Price Adjustments consistent with is adjusted pursuant to Section 1.07 or any other provision of this Agreement, the provisions set forth in this Section 11.01. Neither Buyer nor Seller Purchase Price shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments be reallocated pursuant to this Agreement Section 5.20, and each party shall file (and shall cause its respective affiliates to file) any assumed obligations or other items treated amended Tax Returns as consideration for U.S. federal income tax purposes, on necessary to properly reflect any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; providedsuch reallocation. If, however, that nothing contained herein Principal Seller and Purchaser are unable to reach agreement on a final allocation of the Purchase Price, then the previous sentences concerning the Price Allocation shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocationnot apply, and neither Buyer nor Principal Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationand Purchaser will use their own allocations of the Purchase Price for all purposes.

Purchase Price Allocation. Purchaser and Seller agree that the Purchase Price, but only including the amount of assumed liabilities that are liabilities for income tax purposes (athe “Tax Purchase Price”) The Unadjusted Purchase Price has been shall be allocated among the Assets by Buyer as set forth Purchased Assets, other than Seller’s interest in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations minerals in place, based upon their respective, mutually agreed upon fair market values which shall equal the net book value of the Unadjusted machinery and equipment transferred by Seller to Purchaser, as determined using the books and records of the Cxxxxx Joint Venture, the agreed fair market value of minerals treated as “inventory” under GAAP transferred by Seller to Purchaser and held by the Cxxxxx Joint Venture at the time of Closing (provided such inventory is not required to be distributed to Seller pursuant to the Joint Venture Agreement), and the net book value, as determined using the books and records of the Cxxxxx Joint Venture, of any other tangible assets not considered an interest in the minerals in place. All remaining Tax Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments treated as a lease bonus paid for the transfer of Seller’s interests in minerals in place subject to the Unadjusted Purchase Price pursuant to this Agreement. reserved Royalty described in Section 2.3. The amount treated as a lease bonus shall be allocated, as the Purchaser shall determine in the exercise of its reasonable discretion, between fee or leased properties (bincluding patented claims) Buyer and unpatented claims in which Seller acknowledge that, under Section 1060 of has an economic interest in the Code, Buyer and Seller must report information regarding the minerals in place. The allocation of the Unadjusted Tax Purchase Price (to tangible property and lease bonus payment shall be set forth on the allocation schedule attached hereto as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price Exhibit C (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 allocation and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions characterization set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller paragraph shall be required used by Purchaser and Seller for all applicable tax purposes and in all filings, declarations and reports with the IRS in respect thereof. Both Seller and Purchaser agree to litigate before any court any proposed deficiency or adjustment act reasonably and in good faith to complete the Allocation Schedule by any taxing authority challenging such allocationFebruary 29, 2008.

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been shall be allocated among the Purchased Assets for Tax purposes as set forth on Schedule 2.6 attached hereto, which shall be agreed upon by Buyer the Purchaser and Seller prior to the Initial Closing Date, and shall constitute a binding allocation of the Purchase Price amongst the Purchased Assets for Tax purposes (the “Purchase Price Allocation”). If agreed upon as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable immediately preceding sentence, Purchaser and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (bincluding any Assumed Liabilities that are treated as consideration for the Purchased Assets for federal income tax purposes) Buyer and Seller acknowledge that, under all other amounts constituting consideration within the meaning of Section 1060 of the Code, Buyer and Seller must report information regarding shall be allocated among the allocation Purchased Assets based on the principles as set forth in Section 1060 of the Unadjusted Code and the regulations promulgated thereunder, as reflected in the IRS Form 8594. If the Seller and Purchaser agree upon the Purchase Price Allocation, Seller and Purchaser agree to (as adjusted i) be bound by the Purchase Price AdjustmentsAllocation, (ii) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of act in accordance with the Purchase Price Allocation in the preparation and the filing of all Tax Returns (including filing or causing to be filed Form 8594 with applicable U.S. federal income Tax Returns for the “Allocation Schedule”taxable year that includes the Initial Closing Date) and shall prepare in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) take no position and not cause their respective Forms 8594 with respect Affiliates to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocationthe Purchase Price Allocation for Income Tax purposes, as updated by the Parties to reflect any adjustments unless otherwise required pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(11313(a) of the Code. If the Purchaser and Seller are unable to agree upon an allocation prior to the Initial Closing Date, each of Purchaser and Seller shall adopt their own allocation and complete and execute a Form 8594 in accordance with such allocation and Purchaser’s allocation shall control with respect to the amount to be stated on any transfer tax declaration and in calculating any transfer, recordation or similar tax paid in connection with the conveyance of the Purchased Assets; provided, however, that nothing contained herein Purchaser’s allocation must be commercially reasonable based on the value of the Purchased Assets included in each asset class set forth in the allocation and the allocation to each such asset class shall prevent Buyer not be deemed accepted by or binding upon Seller from settling for purposes of any proposed deficiency Tax Returns or adjustment other filings prepared or filed by Seller after the Closing. (b) In the event that the Purchase Price Allocation is disputed, in whole or in part, by any taxing authority based upon or arising out Governmental Authority, the Party receiving the notice of such allocation, dispute shall promptly notify the other Parties in writing of such dispute and neither Buyer nor Seller shall be required use commercially reasonable efforts to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging keep the other Parties apprised of material developments concerning the resolution of such allocationdispute.

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer Purchaser agree that to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes among the Purchase Price AdjustmentsPurchased Assets (including among the Purchased Entity Shares) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price 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 shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement 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. 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 Purchase Price is finally determined pursuant to Section 2.9, Seller shall be prepared deliver to Purchaser a proposed allocation of the Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes to Seller as of the Closing Date determined in a manner consistent with the Allocated Values 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 items that are treated as additional consideration for Tax 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 Exhibit A-3 Section 2.9(d) if an Independent Accounting Firm has not been chosen) to resolve any remaining disputes. Any Interim Allocation or the Allocation as finally determined by such accounting firm shall be conclusive and binding on the Parties. All fees and expenses relating to the work, if any, to be performed by the accounting firm shall be borne by one-half by Seller and one-half by Purchaser. (e) Seller and Purchaser shall (and shall be revised to take into account the Purchase Price Adjustments cause their respective Affiliates to) file all Tax Returns consistent with the provisions set forth in this Section 11.01Allocation. Neither Buyer Purchaser nor Seller shall (nor shall they permit their respective Affiliates to) take any Tax position inconsistent with such allocation, Allocation or fail to defend diligently and in good faith the allocation before any Taxing Authority or in any Tax Proceeding. and neither Purchaser nor Seller shall (nor shall they permit their respective Affiliates to) agree to any proposed adjustment to the 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 updated by the Parties to reflect any adjustments otherwise required pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(11313(a) of the Code; providedCode or any analogous provision of state, howeverlocal or foreign law (a “Determination”). If such notice is received from the Non-Settling Party, that nothing contained herein the Non-Settling Party shall prevent Buyer or Seller indemnify, defend and hold harmless the Settling Party and its Affiliates from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out and against all reasonable costs and expenses related to pursuing such Determination (including the costs of such allocationoutside advisors and attorneys), and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationpay 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) The Unadjusted Parties agree to treat for federal income tax purposes the purchase of the Membership Interests as a purchase of assets by the Purchaser in exchange for the Purchase Price has been allocated among plus the Assets assumption of liabilities to the extent treated as purchase price for federal income Tax purposes (the “Adjusted Purchase Price”), and a sale of Membership Interests by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of Sellers for the Unadjusted Purchase Price, unless otherwise required by a taxing Authority, which Purchase Price among is subject to adjustment as described herein. Annex 6.2(d) sets forth the Assets. Seller and Buyer agree that the Allocated Values shall methodology to be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding in connection with the allocation of the Unadjusted Adjusted Purchase Price (as the methodology on such adjusted schedule being the “Final Purchase Price Allocation Methodology”). The Parties hereto agree that, to the extent any liabilities are assumed in such deemed asset purchase that would have been deductible if paid by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior Company prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the such assumption shall be treated as deemed additional Purchase Price and a deemed payment of such liability by the Company immediately prior to the Closing, reportable by the Company (in the “Allocation Schedule”case of such deduction) on its final Pre-Closing Tax Period income Tax Returns. Subject to the first sentence of this Section 6.2(d), the Purchaser, the Company, and the Sellers shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement file all Tax Returns in a manner consistent with the Final Purchase Price Allocation Schedule. The Allocation Schedule Methodology, and Sellers shall be prepared provide copies of all Tax Returns including an allocation consistent with the Allocated Values set forth in Exhibit A-3 Final Purchase Price Allocation Methodology to Purchaser at least thirty calendar days prior to filing, and shall be revised to take into account make such revisions as are reasonably requested by the Purchase Price Adjustments Purchaser; provided that such revisions are consistent with Annex 6.2(d). The Parties hereto also agree that (x) shares of Common Stock issued at Closing and assumption of liabilities are being paid for assets other than goodwill and going concern value (“Hard Assets”), to the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) extent of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out value of such allocationthe Hard Assets, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationthat (y) all other payments are being paid in consideration solely of goodwill and going concern value.

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among Schedule 7.8 sets forth the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price and other items (including for the avoidance of doubt liabilities) constituting consideration for U.S. federal income tax purposes among the assets of Company in accordance with the principles of Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation Schedule”). Seller and Buyer agree to file all information reports and Tax Returns (including IRS Form 8594, if required, and any amended Tax Returns or claims for refund) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. The Allocation Schedule and neither Seller nor Buyer shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised take, or permit any of their respective Affiliates to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take take, any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, Allocation Schedule on any income Tax Return Return, in an audit or otherwise, unless required to do so by applicable Law or a “determination,” ”, within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority Governmental Authority based upon or arising out of such allocationthe Allocation Schedule, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority Governmental Authority challenging the Allocation Schedule. The Allocation Schedule may be revised, from time to time, by the mutual written consent of Seller and Buyer, so as to reflect adjustments, if any made pursuant to Sections 2.4 (Adjustments to Purchase Price) through 2.6 (Post-Closing Adjustment) and Section 8.5(g). If Seller and Buyer are unable to resolve any dispute with respect to proposed revisions to the Allocation Schedule within fourteen (14) days, each of Buyer and Seller shall summarize its position with regard to such allocationdispute in a written document of twenty (20) pages or less and submit such summaries to the Accounting Arbitrator, together with any other documentation such Party may desire to submit. Within twenty (20) Business Days after receiving the Parties’ respective submissions, the Accounting Arbitrator shall render a decision choosing either Seller’s position or Buyer’s position (or another position which shall be no less favorable to Seller than Buyer’s position and no less favorable to Buyer than Seller’s position) with respect to each matter addressed based on the materials submitted to the Accounting Arbitrator as described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Seller and Buyer and will be enforceable against the Parties in any court of competent jurisdiction. The costs of the Accounting Arbitrator shall be borne 50% by Buyer and 50% by Seller. Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax Audit or assessment challenging the Allocation Schedule.

Purchase Price Allocation. (a) For all Tax purposes, the Total Purchase Price, increased by the portion of the Assumed Liabilities that is treated as consideration for the Transferred Assets for federal income tax purposes, shall be allocated to the Transferred Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (“Price Allocation”). The Unadjusted Purchase Price has been allocated among the Assets Allocation shall be proposed by Buyer as set forth and thereafter agreed to by the parties, and each party hereto shall adopt and utilize the Price Allocation for purposes of all Tax Returns filed by them and shall not voluntarily take any position inconsistent with the foregoing in Exhibit A-3connection with any examination of any Tax Return, any refund claim, any litigation proceeding or otherwise, except that Buyer’s cost for the Transferred Assets may differ from the amount so allocated to the extent necessary to reflect Buyer’s capitalized acquisition costs other than the amount realized by Sellers. Buyer represents In the event that the Allocated Values constitute reasonable Price Allocation is disputed by any Governmental Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto of such dispute and the parties hereto shall cooperate in good faith allocations in responding to such dispute in order to preserve the effectiveness of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this AgreementAllocation. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) Each party agrees to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, timely file an IRS Form 8594 to their federal income tax returns reflecting the Price Allocation for the tax period which taxable year that includes the Closing Date. Prior Date and to make any timely filings required by Applicable Law. (c) Any indemnification payment by Sellers, including by way of a reduction in amounts payable under the Promissory Note, shall be treated as an adjustment to the Closing, Buyer and Seller will mutually agree regarding allocation of the Total Purchase Price (paid for the “Allocation Schedule”) and Transferred Assets for tax purposes. Such adjustment shall prepare their respective Forms 8594 with respect be reflected as an adjustment to transactions contemplated by this Agreement the price allocated to a specific asset, if any, giving rise to the adjustment. If any such adjustment does not relate to a specific asset, such adjustment shall be allocated among the Transferred Assets in a manner consistent accordance with the Price Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth method provided in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(12.11(a) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationabove.

Purchase Price Allocation. (a) The Unadjusted Parties intend that, for U.S. federal income Tax purposes, the purchase and sale of the Purchased Interests be treated as a purchase and sale of a partnership interest as described in Section 741 of the Code. The Purchase Price has been Price, plus any other amounts required to be treated as consideration for U.S. federal income Tax purposes, shall be allocated among the Assets by Buyer as set forth in Exhibit A-3assets of Pennant Midstream for Tax purposes (including for purposes of Sections 743, 751 and 755 of the Code and the applicable Treasury Regulations promulgated thereunder). Buyer represents that the Allocated Values constitute reasonable shall prepare and good faith allocations of the Unadjusted Purchase Price among the Assets. deliver to Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the a schedule setting forth Buyer’s proposed allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) within ninety (90) days after the Closing Date. Seller shall have thirty (30) days to review the Allocation Schedule and shall prepare their respective Forms 8594 either notify Buyer that it is in agreement with such Allocation Schedule or deliver, in writing, any objections that it may have with respect thereto. Buyer and Seller shall negotiate in good faith to transactions resolve any disputes concerning the Allocation Schedule. If any dispute regarding the Allocation Schedule remains unresolved after sixty (60) days following Seller’s delivery of comments on such Allocation Schedule to Buyer, then each of Buyer and Seller shall make its own determination as to the allocation contemplated by this Agreement Section 11.2. If Buyer and Seller reach agreement on a final Allocation Schedule, Buyer and Seller shall file all Tax Returns in a manner consistent with the Allocation Schedule. The final Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither neither Buyer nor Seller shall take any position (whether on audit, on Tax Returns, or otherwise) that is inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the CodeAllocation Schedule; provided, however, provided that nothing contained herein shall (i) require Buyer or Seller to take any position on a Tax Return that is inconsistent with a Tax Return of Pennant Midstream or (ii) prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority Governmental Entity based upon or arising out of such allocationAllocation Schedule, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority Governmental Entity challenging such allocationAllocation Schedule.

Purchase Price Allocation. Within 150 days after the Closing, Buyer shall propose a purchase price allocation among the Purchased Assets and the Significant Owner Agreements (a) The Unadjusted the “Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable Allocation”) to Sellers Representative for its review and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values approval, which shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under prepared in a manner consistent with Section 1060 of the Code, Buyer Code and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing DateRegulations promulgated thereunder. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation Within thirty days following Buyer’s delivery of the Purchase Price Allocation, the Sellers Representative shall inform the Buyer in writing whether it has approved the Purchase Price Allocation (and in the event that the Sellers Representative fails to respond in writing within such 30-day period, the Sellers Representative shall be deemed to have approved the Purchase Price Allocation). Provided that the Sellers Representative approves the Purchase Price Allocation, all Tax Returns filed by the Sellers and the Buyer (such as IRS Form 8594 or any other forms or reports required to be filed pursuant to Section 1060 of the Code or any comparable provisions of applicable law (“Allocation ScheduleSection 1060 Forms”)) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement be prepared in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with Allocation, except to the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated extent otherwise required by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” determination (within the meaning of Section 1313(a)(11313(a) of the Code); provided, however, that nothing contained herein shall prevent (i) Buyer’s cost for the Purchased Assets and the Significant Owner Agreements may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the amount so allocated, (ii) the amount realized by Sellers may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax purposes, and (iii) neither Sellers or any of their Affiliates nor Buyer or Seller from settling any proposed deficiency or of its Affiliates will be obligated to litigate any challenge to the Purchase Price Allocation by a Governmental Authority. In the event of an adjustment by to the Purchase Price, Sellers Representative and Buyer agree to adjust the Purchase Price Allocation in a reasonable manner to reflect such adjustment. If any taxing authority based upon or arising out Governmental Authority disputes the Purchase Price Allocation, the party receiving notice of the dispute shall promptly notify the other party and each party shall keep the other reasonable informed of material developments of any such allocationdispute. Notwithstanding the foregoing, and neither Buyer if Sellers Representative does not approve the Purchase Price Allocation then none of the Buyer, any Seller, nor Seller any of their Affiliates shall be required required, pursuant hereto, to litigate before file any court Tax Returns or otherwise take any proposed deficiency positions, in each case that are consistent with the Purchase Price Allocation or adjustment the allocation of the other party, but instead each party may allocate the consideration among the Purchased Assets and the Significant Owner Agreements in a manner it considers appropriate and file its Tax Returns in a manner consistent with its allocation. In addition, the parties hereto agree that to the extent there are any assets being transferred by the Sellers under this Agreement that are not eligible for installment reporting under Section 453 of the Code, such assets shall be treated as being transferred for the cash payable at Closing; provided, however, that Seller agrees that (1) Buyer has not made any taxing authority challenging representation or warranty to Seller as to the Tax consequences of agreeing to treat such allocationassets as being transferred for the cash payable at Closing and (2) no Buyer Party shall have any liability to any Seller Indemnified Party under this Agreement arising from its agreement to treat such assets as being transferred for the cash payable at Closing.

Purchase Price Allocation. (a) The Unadjusted As promptly as practicable after the date hereof, Buyer and Seller (on behalf of it, and as agent for each other Seller Party) shall agree to an allocation of the Cash Purchase Price has been allocated among that will be paid to, or for the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute benefit of, each Seller Party, which allocation shall be reasonable and good faith allocations in accordance with the principles of section 1060 of the Unadjusted Purchase Price among Code and the AssetsTreasury Regulations thereunder. If Buyer and Seller cannot agree on the amounts and Buyer agree that allocations described in the Allocated Values preceding sentence, such amounts and allocations shall be used to compute any adjustments to prepared by the Unadjusted Purchase Price Accounting Firm. The allocation determined pursuant to this AgreementSECTION 5.9(a) shall be final, conclusive and binding on Buyer and each of Seller Parties for tax purposes only. (b) Buyer and As promptly as practicable after the date hereof, with respect to each Seller acknowledge that, under Section 1060 of the CodeParty, Buyer and Seller must report information regarding (on behalf of it, and as agent for each other Seller Party) shall agree to an allocation of the Cash Purchase Price allocated to each Seller Party pursuant to SECTION 5.9(a) and the Assumed Liabilities attributable to each such Seller Party among the Acquired Assets attributable to each such Seller Party, which allocations shall be reasonable and in accordance with section 1060 of the Code and the Treasury Regulations thereunder. If Buyer and Seller cannot agree on the amounts and allocations described in the preceding sentence, such amounts and allocations shall be prepared by the Accounting Firm. The allocation determined pursuant to this SECTION 5.9(b) shall be final, conclusive and binding on Buyer and each of Seller 77 Parties for tax purposes only. Buyer and each Seller Party shall file an asset acquisition statement on IRS Form 8594 (or any replacement or successor form) reflecting the allocation of the Unadjusted portion of the Cash Purchase Price and the Assumed Liabilities attributable to each such Seller Party among the Acquired Assets attributable to each such Seller Party. (as adjusted c) Buyer and each Seller Party shall (i) be bound by the Purchase Price Adjustments) allocations determined pursuant to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”SECTIONS 5.9(a) and shall (b) for purposes of all Tax related matters, (ii) prepare their respective Forms 8594 and file all Tax Returns to be filed with respect to transactions contemplated by this Agreement any Tax authority in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 such allocations determined pursuant to SECTIONS 5.9(a) and shall be revised to (b) and (iii) take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any no position inconsistent with such allocation, as updated by the Parties to reflect any adjustments allocations determined pursuant to this Agreement SECTIONS 5.9(a) and (b) in any assumed obligations Tax Return, any Action before any Tax or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return Governmental Body or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) . If any of the Code; provided, however, that nothing contained herein shall prevent Buyer allocations determined pursuant to SECTION 5.9(a) or Seller from settling any proposed deficiency or adjustment (b) are disputed by any taxing authority based upon or arising out Tax authority, the party receiving notice of such allocationdispute shall promptly notify and consult with the other party hereto concerning resolution of such dispute, and neither Buyer nor and each Seller Party shall cooperate in good faith in responding to such challenge in order to preserve the effectiveness of the allocations determined pursuant to SECTIONS 5.9(a) and (b). (d) Notwithstanding anything to the contrary contained in this SECTION 5.9, the amount, if any, paid by Buyer pursuant to SECTION 2.5(b) shall be required to litigate before any court any proposed deficiency or adjustment allocated by any taxing authority challenging such allocationBuyer and Seller among the Seller Parties and the Acquired Assets of each Seller Party in accordance with, and subject to, the principles of, and obligations set forth in, this SECTION 5.9.

Purchase Price Allocation. (a) For all Tax purposes, the Total Purchase Price, increased by the portion of the Assumed Liabilities that is treated as consideration for the Transferred Assets for federal income tax purposes, shall be allocated to the Transferred Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (“Price Allocation”). The Unadjusted Purchase Price has been allocated among the Assets Allocation shall be proposed by Buyer as set forth and thereafter agreed to by the parties, and each party hereto shall adopt and utilize the Price Allocation for purposes of all Tax Returns filed by them and shall not voluntarily take any position inconsistent with the foregoing in Exhibit A-3connection with any examination of any Tax Return, any refund claim, any litigation proceeding or otherwise, except that Buyer's cost for the Transferred Assets may differ from the amount so allocated to the extent necessary to reflect Buyer's capitalized acquisition costs other than the amount realized by Sellers. Buyer represents In the event that the Allocated Values constitute reasonable Price Allocation is disputed by any Governmental Authority, the party receiving notice of the dispute shall promptly notify the other parties hereto of such dispute and the parties hereto shall cooperate in good faith allocations in responding to such dispute in order to preserve the effectiveness of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this AgreementAllocation. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) Each party agrees to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, timely file an IRS Form 8594 to their federal income tax returns reflecting the Price Allocation for the tax period which taxable year that includes the Closing Date. Prior Date and to make any timely filings required by Applicable Law. (c) Any indemnification payment by Sellers, including by way of a reduction in amounts payable under the Promissory Note, shall be treated as an adjustment to the Closing, Buyer and Seller will mutually agree regarding allocation of the Total Purchase Price (paid for the “Allocation Schedule”) and Transferred Assets for tax purposes. Such adjustment shall prepare their respective Forms 8594 with respect be reflected as an adjustment to transactions contemplated by this Agreement the price allocated to a specific asset, if any, giving rise to the adjustment. If any such adjustment does not relate to a specific asset, such adjustment shall be allocated among the Transferred Assets in a manner consistent accordance with the Price Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth method provided in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(12.11(a) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationabove.

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable sale and good faith allocations purchase of the Unadjusted Purchase Price among Interests shall be treated for income Tax purposes as the Assetssale and purchase of the assets of the Company and no party hereto or any Affiliate thereof shall take any position inconsistent with such treatment. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) and any assumed liabilities as determined for Tax purposes, including any liabilities for the Indebtedness treated as assumed by Buyer for tax purposes under the First Lien Credit Agreement and Seller acknowledge that, under the Second Lien Credit Agreement will be allocated among the assets of the Company for all income Tax purposes in a manner consistent with Section 1060 of the CodeCode and the Treasury Regulations promulgated thereunder. No later than 90 days after the Closing Date, Buyer shall prepare and deliver to Seller must report information regarding the allocation for Seller’s review, a copy of the Unadjusted Form 8594 and any required exhibits thereto (the “Asset Acquisition Statement”) allocating the Purchase Price (and any assumed liabilities as adjusted by determined for income Tax purposes) among the Purchase Price Adjustments) Company’s assets and shall prepare and deliver to Seller, from time to time, for Seller’s review, revised xxxxx of the United States Secretary Asset Acquisition Statement so as to reflect any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any). Within 30 days of Treasury by attaching Department delivery of Treasurythe Asset Acquisition Statement, Internal Revenue Serviceas the case may be, Form 8594 to their federal income tax returns for Seller shall review such statements; and if Seller agrees on the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”and any assumed liabilities as determined for income Tax purposes) (which shall be evidenced by an Asset Acquisition Statement signed by each of Buyer and shall prepare Seller), Buyer, Seller and their respective Forms 8594 with respect to transactions contemplated by this Agreement Affiliates shall file all Tax Returns and information reports in a manner consistent with such agreed allocation and shall take no position inconsistent therewith. In the Allocation Scheduleevent that Buyer and Seller are unable to agree on such allocation within 30 days after the delivery of the Asset Acquisition Statement, the parties shall negotiate in good faith to reach agreement. The Allocation Schedule shall be prepared consistent with In the Allocated Values event that the parties cannot agree on the allocation as set forth in Exhibit A-3 such Asset Acquisition Statement, then none of Buyer or Seller or any of their Affiliates shall be required pursuant hereto to file any Tax Returns or otherwise take any position consistent with such allocation. In the event that Buyer or Seller is unable to agree on the allocation of the final purchase price, then each party will in any event file a Form 8594. For purposes of the preceding, the parties intend that the issue price of the Second Lien Credit Agreement shall be equal to the face amount of the Second Lien Credit Agreement after the Write-Down; provided, for the avoidance of doubt, that the assumed liabilities for tax purposes with respect to the Indebtedness will generally be taken into account as the amount of the adjusted issue price of such liabilities and shall be revised to not take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, accrued interest that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationhas not been deducted).

Purchase Price Allocation. (a) The Unadjusted Each Seller, the Company, and the Buyer agree to allocate the Purchase Price has been allocated and any other relevant amounts (including, if applicable, any liabilities treated as assumed for U.S. federal income tax purposes) between the Blocker Stock and the Purchased Units and, as applicable, among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations assets of the Unadjusted Purchase Price among Company and any Subsidiary of the Assets. Seller 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 Buyer agree that the Allocated Values shall be used to compute any adjustments applicable state and local income Tax purposes, including, to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer extent applicable, Sections 704(c), 755 and Seller acknowledge that, under Section 1060 of the Code; provided that, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted such Schedule shall be updated by the Purchase Price AdjustmentsSellers’ 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 United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement Date in a manner consistent with the Allocation ScheduleNet 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 Schedule shall be prepared Statement from time to time in a manner consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised principles of Schedule 2.5 to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items amounts treated as consideration adjustments to purchase price for U.S. federal income tax purposes. Promptly following the date hereof, on 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 income potential adjustments to the Tax Return 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 any Tax purpose (whether in connection with audits, Tax Returns or otherwise) that is inconsistent with the final Tax Allocation Statement, unless except as required pursuant to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(11313(a) of the Code; providedCode (or any similar provision of state, however, that nothing contained herein shall prevent Buyer local or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationnon-U.S. Tax Law).

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that shall determine for Tax purposes the Allocated Values shall be used amount of, and allocate, the total consideration transferred by Buyer to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and appropriately capitalized costs in accordance with the fair market value of the Purchased Assets and Assumed Liabilities as provided by Code Section 1060 and the Treasury Regulations thereunder. Within forty-five (45) days after the Closing Date, Buyer shall provide to Seller copies of IRS Form 8594 and any assumed obligations or other required exhibits thereto (the “Allocation Statement”), with Buyer’s proposed allocation of the consideration. Seller shall review the Allocation Statement and, to the extent Seller in good faith disagrees with the content of the Allocation Statement, Seller shall, within thirty (30) days after receipt of the Allocation Statement, provide written notice to Buyer of such disagreement, which notice shall contain specific items treated as consideration of disagreement and reasons therefor. If Seller does not object by written notice within such thirty-day period, Buyer’s Allocation Statement shall be final, binding and conclusive for U.S. federal income tax all purposes hereunder and for all Tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or . If Buyer properly expresses a “determination,” disagreement within the meaning of Section 1313(a)(1thirty-day period, Seller and Buyer shall attempt in good faith to resolve any such disagreement until the one hundred and fiftieth (150th) of day following the Code; providedClosing Date (the “Allocation Date”). If, however, the parties are unable to agree on the Allocation Statement on or prior to the Allocation Date, Buyer and Seller shall file their income Tax Returns and all other Tax Returns and necessary tax forms in such a manner as to reflect the allocation of the consideration as determined according to their own Allocation Statements. In the event that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment either party’s allocation is disputed by any taxing authority based upon or arising out Taxing Authority, the party receiving notice of such allocation, dispute (the “Notice Party”) promptly shall notify the other party and neither Buyer nor Seller upon request shall be required from time to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging time apprise the other party of the resolution of such allocationdispute.

Purchase Price Allocation. (a) The Unadjusted Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Final Purchase Price has been allocated and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price (including among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (bPurchased Entity Shares) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price in accordance with Exhibit E attached hereto (the “Allocation Schedule”). Notwithstanding anything in the Allocation Schedule to the contrary, Seller shall be entitled to propose the minimum amount of consideration allocable to the Purchased Entity Shares of the Purchased Entities specified on Section 2.10(a) of the Seller Disclosure Schedules (the “Minimum Allocations”). Seller and its Affiliates, on the one hand, and Purchaser and its Affiliates, on the other, shall prepare their respective Forms 8594 negotiate in good faith to determine the Minimum Allocations and Purchaser’s agreement on such Minimum Allocations shall not be unreasonably withheld, conditioned or delayed; provided that, if Purchaser reasonably determines in good faith that (i) the Minimum Allocations are expected to exceed the allocations that would otherwise be required for such Purchased Entity Shares pursuant to the methodologies set forth in the Allocation Schedule and (ii) the Minimum Allocations would adversely affect the “step-up” in U.S. federal income tax basis of Purchaser or its Affiliates with respect to the Transaction in a manner that is more than de minimis, then Purchaser and Seller agree that: (A) Purchaser may determine to withhold, condition or delay its consent to the Minimum Allocations and such determination will not be considered unreasonable and (B) if Purchaser withholds, conditions or delays its consent to the Minimum Allocations pursuant to clause (A) of this sentence, then Purchaser and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, shall cooperate in good faith to determine the Minimum Allocations. Purchaser shall, and shall cause its Affiliates to, promptly consider and respond to any such proposal and use reasonable best efforts to finalize the Minimum Allocations with thirty (30) days of receipt of Seller’s proposal. Seller and its Affiliates shall prepare at its sole cost and expense any valuation necessary to propose the Minimum Allocations and each party shall otherwise bear its own out-of-pocket costs and expenses incurred in connection with such negotiation. If Seller and Purchaser are unable to reach an agreement with respect to the Minimum Allocations on or before the date on which the Allocations (as defined below) would otherwise be made final, they shall promptly resolve any remaining disputes consistent with the provisions of Section 2.10(b). Seller and Purchaser shall revise the Allocations (as defined below) as necessary to reflect the Minimum Allocations agreed pursuant to this Section 2.10. (b) No later than sixty (60) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.9 (or, if sooner, no later than sixty (60) days before the due date for filing of any IRS Form 8883 that is required to be filed with respect to the transactions contemplated by this Agreement Agreement), Seller shall deliver to Purchaser proposed allocations (including allocations with respect to the assets of any Purchased Entities which assets are deemed acquired for U.S. federal income Tax purposes and allocations of the “aggregated deemed sales price” as defined in the applicable Treasury Regulations under Section 338 of the Code with respect to Purchased Entities for which Purchaser makes an election under Section 338(g) of the Code) of the Final Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes to Seller as of the Closing Date, in each case determined in a manner consistent with the Allocation Schedule, Section 338 of the Code, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Seller’s Allocations”). The If Purchaser disagrees with any of Seller’s Allocations, Purchaser may, within thirty (30) days after delivery of Seller’s Allocations, deliver a notice (the “Purchaser’s Allocation Schedule Notice”) to Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocations. If 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 allocations of the Final Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes. If Seller 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 the Final Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be prepared consistent with the Allocated Values set forth in Exhibit A-3 Allocation Schedule. The allocations, as prepared by Seller if no Purchaser’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm (the “Allocations”), shall be revised conclusive and binding on the parties hereto. Each of Purchaser, Seller and their Affiliates shall (i) prepare (or cause to take into account be prepared) IRS Form 8594, IRS Form 8883, and any similar forms required by state, local or non-U.S. Tax Law with respect to the Purchase Price Adjustments transactions contemplated by this Agreement, in a manner consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocationAllocations, as updated by the Parties to reflect any adjustments finally determined pursuant to this Agreement Section 2.10, (ii) promptly file such forms in the manner required by applicable Law and any assumed obligations or other items treated (iii) provide to Seller true copies of such executed forms and proof of filing. Purchaser, Seller and their Affiliates shall take no position that is inconsistent with the Allocations, as consideration for U.S. federal income tax purposesfinally determined pursuant to this Section 2.10, on any income Tax Return or otherwisein any Tax Proceeding, unless in each case, except to the extent otherwise required pursuant to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(11313(a) of the Code; providedCode (or any analogous provision of state, however, that nothing contained herein shall prevent Buyer local or Seller from settling any proposed deficiency or adjustment non-U.S. law). If the Allocations are disputed by any taxing authority based upon or arising out Taxing Authority, then the party receiving notice of such allocationdispute shall promptly notify and consult with the other party concerning the resolution of such dispute. Upon any adjustment to the Final Purchase Price or any other items that are treated as consideration for Tax purposes, Purchaser, Seller and neither Buyer nor Seller their Affiliates and Representatives shall be required cooperate in good faith to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationrevise the Allocations in a manner consistent with the Minimum Allocations and, to the extent not inconsistent therewith, the methodologies set forth on the Allocation Schedule.

Purchase Price Allocation. (a) The Unadjusted 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 has been allocated and any other amounts treated as consideration for such Tax purposes among the Assets by Buyer 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 in on Exhibit A-3. Buyer represents that G attached hereto (the Allocated Values constitute reasonable and good faith allocations of the Unadjusted “Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this AgreementAllocation Schedule”). (b) Buyer No later than one hundred and Seller acknowledge thattwenty (120) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, under Section 1060 Parent shall deliver to Purchaser a proposed allocation of the CodeFinal Purchase Price and any other items that are treated as additional consideration for Tax purposes among the Shares and the Lux Note and assets described in Sections 8.2(a)(i) and (ii), Buyer respectively, in accordance with Sections 338 and Seller must report information regarding 1060, and as applicable, 751 and 755 of the Code and the Treasury Regulations promulgated thereunder and 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 Unadjusted Final Purchase Price (as adjusted by and other relevant 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 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 Adjustments) to Allocation Schedule and the United States Secretary terms of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Datethis Agreement. Prior to the Closing, Buyer Any costs and Seller will mutually agree regarding allocation expenses of the Purchase Price 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”), shall be conclusive and binding on the parties. The Allocation Schedule”shall be adjusted, as necessary, to reflect any subsequent payments treated as adjustments to the Final Purchase Price pursuant to Section 8.6. Any such adjustment shall be allocated, consistent with this Section 8.2(b), to the Equity Interests, the Lux Note and/or asset or assets of the Transferred Companies to which such adjustment is attributable. (c) Parent and the Purchaser shall (and shall prepare cause their respective Forms 8594 with respect Affiliates to) (i) prepare and file all Tax Returns (including all forms, attachments and schedules necessary to transactions contemplated by this Agreement effectuate the Section 338(g) Elections, the Section 338(h)(10) Election and any Check Open Elections), in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with Section 338(g) Elections, the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account Section 338(h)(10) Election, any Check Open Elections, the Purchase Price Adjustments consistent with Allocation Schedule and the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall Allocation (and any adjustments thereto) and (ii) not take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, therewith on any income Tax Return Return, in connection with any Tax Proceeding or otherwise, unless in each case, except to the extent otherwise required pursuant to do so by applicable Law or a “determination,” (within the meaning of Section 1313(a)(11313(a) of the Code; providedCode or any similar provision of state, however, local or foreign Law). In the event that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment the Allocation is disputed by any taxing authority based upon or arising out authority, the party receiving notice of such allocation, dispute shall promptly notify the other party in writing of such notice and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationresolution of the dispute.

Purchase Price Allocation. (a) The Unadjusted Seller and Purchasers agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Final Purchase Price has been allocated and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price (including among the Assets. Seller Purchased Entity Shares and Buyer agree that the Allocated Values shall be used to compute among any adjustments to the Unadjusted Purchase Price other assets that, for relevant Tax purposes, are treated as assets purchased by Purchasers (or their relevant Affiliates) pursuant to this Agreement. (bAgreement and any other Transaction Document) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price in accordance with Exhibit B attached hereto (the “Allocation Schedule”) and the following procedures. (b) To the extent necessary to prepare bills of sale or transfer agreements or to calculate any stamp duty, stamp Taxes or other Transfer Taxes that may be chargeable or otherwise timely comply with requirements of applicable Law in respect of the sale of any of the Purchased Assets, no later than fifteen (15) days before the Closing, the Deferred Closing or otherwise as necessary to timely comply with such requirements, as applicable, Seller shall prepare their respective Forms 8594 deliver to Purchasers a proposed allocation of the Closing Purchase Price (as determined as of the applicable date of such allocation) and, to the extent relevant, any other items that are treated as additional consideration for relevant Tax purposes among the relevant Purchased Assets (including an allocation between any Purchased Entity Shares the transfer of which is subject to Irish or UK stamp duty and/or stamp Taxes, between each category of the Purchased Assets comprised within the Irish Business the transfer of which is subject to Irish stamp duty and/or stamp Taxes, and between any other Purchased Assets the transfer of which is subject to any other Transfer Taxes) (determined, where applicable and to the extent relevant, in a manner consistent with the Allocation Schedule and Section 1060 of the Code and the Treasury Regulations promulgated thereunder and/or applicable Tax Law of any other relevant jurisdiction) (any such allocation, a “Seller Closing Interim Allocation”). If Purchasers disagree with any item on a Seller Closing Interim Allocation, or otherwise consider that allocation does not include correct or required information, Purchasers may, within five (5) days after delivery of such Seller Closing Interim Allocation, deliver a notice (a “Purchasers Interim Allocation Notice”) to Seller to such effect, specifying those items as to which Purchasers disagree and setting forth Purchasers’ proposed allocation. If any Purchasers Interim Allocation Notice is duly delivered, Seller and Purchasers shall, during the five (5) days following such delivery cooperate in good faith to resolve such dispute no later than three (3) days prior to the Closing or Deferred Closing as applicable (it being understood that resolution of any such dispute shall not be a condition to the Closing or the Deferred Closing, and, to the extent that Seller and Purchasers are unable to reach agreement on any disputed items, the Parties shall use such interim allocation as prepared by Seller and, if applicable, as adjusted to reflect any agreement reached by Purchasers and Seller, and any relevant bills of sale or transfer agreements or other relevant documents shall be subsequently amended, as and to the extent necessary and legally permissible, to reflect any subsequent resolution with respect to transactions contemplated such disputed items reached pursuant to this Section 2.10). Any such interim allocation to the extent agreed by Purchasers and Seller (an “Interim Allocation”) shall be conclusive and binding on the Parties. (c) No later than ninety (90) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.9, Seller shall deliver to Purchasers a proposed allocation of the Final Purchase Price and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets (including among the Purchased Entity Shares and among any other assets that, for relevant Tax purposes, are treated as assets purchased by Purchasers (or their relevant Affiliates) pursuant to this Agreement and any other Transaction Document), as of the Closing Date, determined in a manner consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder and applicable Tax Law of any other relevant jurisdiction, and any Interim Allocation made pursuant to Section 2.10(b) (“Seller’s Allocation”). If Purchasers disagree with Seller’s Allocation (for the avoidance of doubt, other than to the extent consistent with the Allocation Schedule or any Interim Allocation), Purchasers may, within thirty (30) days after delivery of Seller’s Allocation, deliver a written notice (the “Purchasers’ Allocation Notice”) to Seller to such effect, specifying those items as to which Purchasers disagree and setting forth Purchasers’ proposed allocation of such items. If the Purchasers’ Allocation Notice is duly and timely delivered, Seller and Purchasers shall, during the thirty (30) 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 Final Purchase Price and any other items that are treated as additional consideration for Tax purposes. If Seller and Purchasers cannot resolve any dispute within such thirty (30)-day period, then Seller and Purchasers shall be entitled to use their own allocation(s) with respect to the items in dispute. However, Purchasers and Seller shall be bound by the Allocation Schedule, any Interim Allocation(s), any item on Seller’s Allocation not in dispute, and any other item agreed by Seller and Purchasers (such undisputed or agreed items, the “Agreed Items ”) unless otherwise required pursuant to a Determination or by a change in applicable Law after the date of this Agreement. The allocation, as prepared by Seller to the extent not duly and timely objected to by Purchasers in accordance with the foregoing provisions of this Section 2.10(c) and as and to the extent adjusted pursuant to any agreement between Seller and Purchasers, or with respect to the Agreed Items, as applicable (the “Allocation”), shall be final, conclusive and binding on the Parties absent manifest error and unless otherwise required pursuant to a Determination or by a change in applicable Law after the date of this Agreement. The Allocation Schedule shall be prepared adjusted, as necessary, to reflect any subsequent payments treated as adjustments to the purchase price pursuant to Section 7.3. Any such adjustment shall be allocated, consistent with this Section 2.10(c), to the Purchased Asset(s) (or other asset(s) (if any)) to which such adjustment is attributable and otherwise in a manner consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01Allocation. Neither Buyer Seller nor Seller Purchasers shall (and they shall cause their respective Affiliates not to) take any position inconsistent with such allocationthe Allocation Schedule, as updated by any Interim Allocation or the Parties Allocation on any Tax Return (including IRS Form 8594) or in any Tax Proceeding, in each case, except to reflect any adjustments the extent otherwise required pursuant to this Agreement and any assumed obligations a Determination or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by a change in applicable Law or a “determination,” within after the meaning date of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationthis Agreement.

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. B. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 B and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation.

Purchase Price Allocation. Within thirty (a30) The Unadjusted Purchase Price has been allocated among days after the Assets by Buyer as set forth date upon which the post-closing adjustments described in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (bSection 2.05(b) Buyer and Seller acknowledge that, under Section 1060 of the Codeare finalized, Buyer shall prepare and Seller must report information regarding submit for the Sellers’ Representative’s review an allocation of the Unadjusted Purchase Price (purchase price, as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns determined for the tax period which includes the Closing Date. Prior to the Closing, Buyer applicable Tax purposes and Seller will mutually agree regarding allocation of the Purchase Price including assumed liabilities included in such purchase price for applicable Tax purposes (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule). The Allocation Schedule shall be prepared consistent in accordance with Section 1060 of the Code and the Treasury Regulations thereunder, provided, however, the fair market value of inventory shall equal its cost and furniture, fixtures and equipment of the Company shall equal its accounting book value, net of depreciation, each as shown on the Financial Statements as of the end of the day immediately before the Closing Date. The Allocation Schedule shall be deemed final unless the Sellers’ Representative notifies Buyer in writing that the Sellers’ Representative objects to one or more items reflected in the Allocation Schedule within ten (10) days after delivery of the Allocation Schedule to the Sellers’ Representative. In the event of any such objection, the Sellers’ Representative and Xxxxx shall negotiate in good faith to resolve such dispute; provided that if the Sellers’ Representative and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within twenty (20) days after the delivery of the Allocation Schedule to the Sellers’ Representative, such dispute shall be resolved by the Independent Accountant in accordance with the Allocated Values set forth in Exhibit A-3 provisions of Section 2.05(b). The allocation, as finalized pursuant to this Section 7.08, is referred to herein as the “Asset Allocation Statement.” Except with respect to any subsequent adjustments to the purchase price as determined for applicable Tax purposes, Buyer and each Seller Member shall be bound by the Asset Allocation Statement for purposes of determining any Taxes, preparing and filing any Tax Returns, and the conduct any proceeding before any Tax Authority or otherwise. The Asset Allocation Statement shall be revised to take into account subsequent adjustments to the Purchase Price Adjustments purchase price as determined for applicable Tax purposes, and the Parties shall cooperate with each other in good faith to promptly amend the Asset Allocation Statement, as applicable, in a manner consistent with the provisions set forth methodology described in this Section 11.017.08. In the event that an Asset Allocation Statement is disputed by any Tax Authority, the Party receiving notice of such dispute shall promptly notify and consult with the other relevant Party or Parties concerning the resolution of such dispute. Buyer and each Seller Member shall cooperate in the preparation and timely filing of (i) IRS Form 8594 Asset Acquisition Statement Under Section 1060 of the Code (or any successor forms thereto), as applicable, and any comparable state or local or foreign forms or reports, and (ii) to the extent permissible by or required by Law, any corrections, amendments or supplements (or additional forms or reports) thereto (including any supplements, amendments, forms or reports arising as a result of any adjustments to the purchase price as determined for applicable Tax purposes). Buyer and Seller Members and their Affiliates covenant and agree that each shall report, act and file Tax Returns in all respects and for all purposes consistent with such allocation. Neither Buyer Buyer, any Seller Member, nor Seller any of their Affiliates shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such allocation, as updated allocation unless otherwise required by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” determination within the meaning of Section 1313(a)(11313(a) of the Code; , provided, however, that nothing contained herein shall prevent Buyer or Seller prohibit the parties from settling any proposed deficiency or adjustment by any taxing authority Tax Authority based upon or arising out of such allocationTax treatment, and neither Buyer nor Seller no party shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority Tax Authority challenging such allocationTax treatment.

Purchase Price Allocation. Not less than three (a3) The Unadjusted Business Days prior to the anticipated Closing Date, the Purchaser Group shall prepare and deliver to the Sellers a preliminary allocation of the Purchase Price has been allocated among and Asset Seller Non‑Contingent Assumed Liabilities (plus other relevant items) amongst the Purchased Assets and including an allocation of such amount to the Purchased Assets located in each province and an allocation between Real Property and other property, to be used for calculating the amount(s) of Transfer Taxes to be remitted by Buyer as set forth in Exhibit A-3Asset Seller or self‑assessed by Canadian Purchaser to the relevant Governmental Entities, and the Purchased Shares (the "Preliminary Purchase Price Allocation"). Buyer represents that the Allocated Values constitute reasonable and good faith allocations Within thirty (30) days of the Unadjusted determination of the Final Adjustment Statement, the Purchaser Group shall prepare and deliver to the Sellers a final allocation of the Purchase Price among and Asset Seller Non‑Contingent Assumed Liabilities (plus other relevant items) amongst the AssetsPurchased Assets and the Purchased Shares (the "Final Purchase Price Allocation"). Seller The Preliminary Purchase Price Allocation and Buyer agree that the Allocated Values Final Purchase Price Allocation shall be used prepared in accordance with applicable Law. The Parties shall file, and shall cause their Affiliates to compute file, all Tax Returns and statements, forms and schedules (including IRS Form 8594, if applicable) in connection therewith in a manner consistent with this Section 6.11 and shall take no position contrary thereto unless required to do so by a change in applicable Laws. The Purchaser Group and the Sellers shall promptly inform one another of any adjustments challenge by any Governmental Entity to the Unadjusted Purchase Price any allocation made pursuant to this Agreement. (b) Buyer Section 6.11 and Seller acknowledge thatshall consult with one another, under Section 1060 of and keep one another informed with respect to, the Codestatus of, Buyer and Seller must report information regarding the allocation of the Unadjusted any discussion, proposal or submission with respect to, such challenge. The Final Purchase Price (as adjusted by Allocation shall be modified to reflect any adjustment to the Purchase Price Adjustments) to after the United States Secretary of Treasury Closing, as reasonably determined by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing DatePurchaser Group. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation the Parties shall engage Valuation Research Corporation to prepare a valuation of the Purchased Assets (the "Purchased Assets Valuation") and the Parties shall use reasonable best efforts to cooperate with each other in order to facilitate the completion of the Purchased Assets Valuation not less than five (5) Business Days prior to the anticipated Closing Date. In connection therewith, the fees and expenses of Valuation Research Corporation shall be borne fifty percent (50%) by the Sellers and fifty percent (50%) by the Purchaser Group. The Purchaser Group shall determine and allocate the portion of the Preliminary Purchase Price Allocation to the Purchased Assets in accordance with the Purchased Assets Valuation (the “"Preliminary Purchased Assets Allocation"), subject to the Sellers' reasonable comments and Sellers' consent (not to be unreasonably withheld, conditioned or delayed). The Purchaser Group shall determine and allocate the portion of the Final Purchase Price Allocation Schedule”to the Purchased Assets in the same manner used to prepare the Preliminary Purchased Assets Allocation (the "Final Purchased Assets Allocation"), and such Final Purchased Assets Allocation shall only be modified to reflect an adjustment to the Purchase Price, for Tax purposes, after the Closing. The Purchaser Group acknowledges that (i) the Sellers have delivered to them preliminary valuation materials which indicate that the aggregate, estimated value of the Purchased Assets is approximately $75 million and shall prepare their respective Forms 8594 with respect (ii) while such estimated value is not binding on the Parties or Valuation Research Corporation, the Sellers may deliver such materials to transactions contemplated by this Agreement Valuation Research Corporation in a manner consistent connection with the Allocation Schedule. The Allocation Schedule shall valuation to be prepared consistent with the Allocated Values by Valuation Research Corporation (as set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationherein).

Purchase Price Allocation. (a) The Unadjusted portion of the Purchase Price has been allocable to the Company Seller, as finally determined pursuant to Section 1.05 (plus the corresponding portion of the liabilities of the Company and other items required to be taken into account for income tax purposes) shall be allocated among the Assets by Buyer as ratable portion of the assets of the Company in accordance with the principles of Section 743, 751 and 755 of the Code and the Treasury Regulations thereunder and the methodologies set forth in Exhibit A-3Schedule 7.09(h) (the “Allocation”). The Seller Representative shall deliver to the Buyer represents that a draft allocation within sixty (60) days after the Allocated Values constitute reasonable and good faith allocations final determination of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price 1.05 (the “Draft Allocation”). The Buyer shall review the Draft Allocation Scheduleand provide the Seller Representative with comments within thirty (30) days of the date that the Buyer received the Draft Allocation. The Seller Representative shall consider in good faith all of the Seller Representative’s comments to the Draft Allocation in preparing the final allocation schedule (the “Final Allocation”). The parties (i) and shall prepare their respective Forms 8594 with respect file or cause to transactions contemplated by this Agreement be filed all Tax Returns in a manner consistent with the Final Allocation Schedule. The Allocation Schedule (ii) shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall not take any position for Tax purposes that is inconsistent with such allocationthe Final Allocation, as updated except, in each case, to the extent required by the Parties to reflect any adjustments a final determination pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(11313(a) of the Code; provided. If the Purchase Price is adjusted pursuant to this Agreement, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller the Final Allocation shall be required to litigate before adjusted as appropriate and Buyer and the Seller Representative shall cooperate in good faith in making any court any proposed deficiency or adjustment by any taxing authority challenging such allocationadjustments.

Purchase Price Allocation. (a) In consideration for the Transferred Interests, Purchasers shall pay to Sellers an aggregate of (a) Fifty Million Dollars ($50,000,000) in cash (the “Initial Purchase Price”) plus (b) the Warrant (collectively, the “Purchase Price”) at the Closing. The Unadjusted Initial Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used subject to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreementadjustment as provided in Section 2.4 through Section 2.7. (b) Buyer and Seller acknowledge The Parties agree that: (i) For U.S. federal Income Tax purposes, under Section 1060 the sale of (A) the Transferred Interests in Alkermes Gainesville (which is a disregarded entity with respect to Eagle Holdings) shall be treated as a sale of the Codeassets of Alkermes Gainesville and (B) the Transferred Interests in Newco (which is a disregarded entity with respect to APIL) shall be treated as a sale of the assets of Newco; (ii) An amount of the Initial Purchase Price equal to the lesser of (A) the Appraised Value of Alkermes Gainesville (as determined pursuant to Section 2.2(d)) less any liabilities of Alkermes Gainesville that are required to be treated as part of the purchase price of the assets of Alkermes Gainesville for U.S. federal Income Tax purposes and (B) the Initial Purchase Price shall be allocated to, Buyer and Seller must report information regarding paid to Eagle Holdings in full payment for the Transferred Interests in Alkermes Gainesville; and (iii) The balance of the Initial Purchase Price plus the Warrant shall be allocated to and paid to APIL in full payment for the Transferred Interests in Newco and the Earn-Out Consideration shall be allocated to and paid to APIL in full payment of the amounts due under the terms of the IP License Agreement. (c) The right of APIL to receive the Earn-Out Consideration: (i) is solely a contractual right and is not a security for purposes of any federal or state securities Laws; (ii) will not be represented by any form of certificate or instrument; and (iii) does not give APIL any dividend rights, voting rights, liquidation rights, preemptive rights or other rights common to holders of the equity securities of Acquisition Sub or any of its Affiliates. The transactions contemplated by this Agreement are intended to be, and shall be treated solely as, a sale of the Transferred Interests by Sellers to Acquisition Sub, and nothing hereunder shall be deemed to create a joint venture or partnership between or among any of the Parties, the Transferred Entities and/or any of their Affiliates. (d) Eagle Holdings shall retain Duff & Xxxxxx Corporation which shall conduct an appraisal and determine the gross fair market value of the assets of Alkermes Gainesville (the “Appraised Value”). Within sixty (60) days after the Closing Date, Eagle Holdings shall deliver to Purchasers a schedule setting forth the Appraised Value and the allocation of the Unadjusted Initial Purchase Price allocable to the Transferred Interests in Alkermes Gainesville (as adjusted by the Purchase Price Adjustmentsdetermined pursuant to Section 2.2(b)(ii)) (plus any liabilities of Alkermes Gainesville that are required to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation be treated as part of the Purchase Price purchase price of the assets of Alkermes Gainesville for U.S. federal Income Tax purposes) among the asset classes of Alkermes Gainesville (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent ), with the asset classes being those set forth in Treas. Reg. Sec. 1. 338-6. The Allocation ScheduleSchedule will not allocate to various assets within the asset class. The Appraised Value and Allocation Schedule shall be subject to such appropriate adjustments, if any, by the appraisers and Eagle Holdings upon the determination of the Post-Closing Adjustment. The Allocation Schedule shall be prepared consistent in accordance with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) 1060 of the Code. The Appraised Value and Allocation Schedule shall be deemed final unless Purchasers notify Eagle Holdings in writing that Purchasers object to the Appraised Value and/or one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to Purchasers. In the event of any such objection, Sellers and Purchasers shall negotiate in good faith to resolve such dispute; provided, however, that nothing contained herein if Sellers and Purchasers are unable to resolve any such dispute within thirty (30) days after the delivery of the Allocation Schedule to Sellers, such dispute shall prevent Buyer or Seller from settling any proposed deficiency or adjustment be resolved by any taxing authority based an impartial nationally recognized firm of independent certified public accountants mutually appointed by Sellers and Purchasers whose determination shall be final and binding upon or arising out the Parties. The fees and expenses of such allocationaccounting firm shall be borne equally by Sellers, on the one hand, and neither Buyer nor Seller Purchasers, on the other hand; provided, however, that if one such side substantially prevails in such dispute, then the non-prevailing Party(ies) shall bear all such fees and expenses. For the avoidance of doubt a Party shall be deemed to have “substantially prevailed” if the final determination by the accounting firm, in the case of Purchasers, is at least twenty percent (20%) greater than the Appraised Value, and, in the case of Sellers, is not more than twenty percent (20%) greater than the Appraised Value. Sellers and Purchasers agree to file their respective IRS Forms 8594 and all Tax Returns in accordance with the Allocation Schedule. Neither Purchasers nor Sellers shall take any position in a filed Income Tax Return or statement that is inconsistent with such allocations and Purchasers and Sellers will use reasonable efforts to sustain such position in any Tax Proceeding. (e) Purchasers shall have the right to withhold all Taxes it is required by Law to litigate before withhold from all payments made hereunder, and will provide Sellers with proof of deposit or payment of any court any proposed deficiency such Taxes withheld. For the avoidance of doubt, however, in connection with the sale of the Transferred Interests in Newco, APIL shall provide to Purchasers a valid and properly completed W-8BEN-E establishing its status as the beneficial owner for purposes of the U.S.-Ireland Treaty of those payments to APIL of the Purchase Price (including, for the avoidance of doubt, portions of the Initial Purchase Price, the Warrant and the Earn-Out Consideration) made under Section 2.2(b)(ii) and so long as APIL has provided Purchasers with such a W-8BEN-E that has not expired, Purchasers shall treat all such payments to APIL as exempt from U.S. federal Income Tax pursuant to the Code and/or Article 12 or adjustment by any taxing authority challenging such allocation.Article 13 of the

Purchase Price Allocation. (a) The Unadjusted Purchase Price shall be allocated among the Shares in the manner set forth on Schedule 1.7(a) hereto. The parties acknowledge that such allocation of the Purchase Price has been allocated among negotiated by them at “arms-length” and that Buyer and Sellers shall be bound by such allocation for all Tax purposes, shall not take any position (whether on audits, Tax Returns, before any Governmental Entity or any quasi-governmental or private body having jurisdiction over the Assets assessment, determination, collection or imposition of any Tax (“Taxing Authority”) or otherwise) that is inconsistent with such allocation, shall utilize such allocation in any and all Tax filings made by Buyer as such parties. In the event that the allocation set forth in Exhibit A-3. Buyer represents that Schedule 1.7(a) is disputed by any Taxing Authority, the Allocated Values constitute reasonable and good faith allocations party receiving notice of the Unadjusted Purchase Price among dispute shall promptly notify the Assets. Seller other parties, and both Sellers and Buyer agree that the Allocated Values shall be used to compute use their commercially reasonable efforts to defend such allocation in any adjustments to the Unadjusted Purchase Price pursuant to this Agreementaudit or similar proceeding. (b) If the Buyer and Seller acknowledge that, determines that it wishes to make one or more elections under Section 1060 338 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue ServiceCode of 1986, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price as amended (the “Allocation ScheduleCode”) and shall prepare their respective Forms 8594 (such election, the “Section 338 Election”) with respect to transactions any of the Acquired Companies (including the Section 338(h)(10) Election contemplated by this Agreement Section 4.4(g)), the parties will agree to use the purchase price allocation set forth on Schedule 1.7(b) (the “Section 338 Allocation”) which will be in a manner consistent with sections 338 and 1060 of the Allocation ScheduleCode and the regulations thereunder. The parties acknowledge that the Section 338 Allocation Schedule has been negotiated by them at “arms-length” and that Buyer and Sellers shall be prepared consistent with bound by the Allocated Values set forth in Exhibit A-3 Section 338 Allocation for all Tax and financial accounting purposes, shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall not take any position (whether on audits, Tax Returns, before any Taxing Authority or otherwise) that is inconsistent with the Section 338 Allocation, shall utilize the Section 338 Allocation in any and all Tax filings made by such allocationparties and shall complete their respective Internal Revenue Service (“IRS”) Forms 8594 in accordance with the Section 338 Allocation. In the event that the Section 338 Allocation is disputed by any Taxing Authority, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) party receiving notice of the Code; provided, however, that nothing contained herein dispute shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocationpromptly notify the other parties, and neither both the Sellers and Buyer nor Seller shall be required agree to litigate before use their commercially reasonable efforts to defend the Section 338 Allocation in any court any proposed deficiency audit or adjustment by any taxing authority challenging such allocationsimilar proceeding.