Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. (a) No later than sixty (60) days after the Closing Date, Purchaser shall deliver to Seller a proposed allocation of the Base Purchase Price and any other amounts treated as consideration for Tax purposes (the “Aggregate Base Purchase Price”) among the assets of the Transferred Entities (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined in a manner that is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (“Purchaser’s Allocation”). If Seller disagrees with Purchaser’s Allocation, Seller may, within thirty (30) days after delivery of Purchaser’s Allocation, deliver a written notice to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s Allocation Notice”). If Seller’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase Price. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser shall cooperate in good faith to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser shall (and each shall cause its Affiliates not to) take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding or otherwise; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the Allocation.

Purchase Price Allocation. (a) No Not later than sixty (60) 120 days after the Closing Date, Purchaser the Buyer shall deliver to provide the Seller with a proposed draft allocation of the Base Purchase Price and (together with any other amounts liabilities treated as consideration assumed, and other items properly treated as purchase price, for U.S. federal income Tax purposes purposes) among the Purchased Assets acquired by the Buyer hereunder (the “Aggregate Base Purchase PriceInitial Allocation”) among the assets of the Transferred Entities (and any other assets that), for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined which shall be prepared in a manner that is consistent accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (“Purchaser’s Allocation”)thereunder. If the Seller disagrees with Purchaserdoes not provide any written comments to the Buyer’s Allocation, Seller may, proposed Initial Allocation in writing within thirty (30) 30 days after delivery of Purchaser’s the Initial Allocation, deliver a written notice the Initial Allocation proposed by the Buyer shall be deemed to Purchaser be agreed to such effect, specifying those items as to which Seller disagrees and setting forth by the Seller’s proposed allocation (“Seller’s Allocation Notice”). If Seller’s the Seller provides written comments to the Initial Allocation Notice is duly and timely deliveredwithin such 30 days, the Seller and Purchaser shall, during the thirty (30) days following such delivery, Buyer shall negotiate in good faith and shall use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine agree upon the allocation of the Aggregate Base Purchase Price. If Seller provides Purchaser with Any dispute that cannot be resolved through negotiations between the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser shall cooperate in good faith to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination Buyer shall be binding on the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined resolved by the Independent Accounting Firm in accordance a manner consistent with Section 2.8(a). The allocation of the Purchase Price among the Purchased Assets acquired by the Buyer hereunder, as finally agreed to by the Buyer and the Seller or as otherwise determined pursuant to this Section 7.2 (the “Allocation”)2.10, shall be conclusive and referred to as the “Final Allocation.” The Final Allocation shall be binding on the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price Seller and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser shall (Buyer and each of the Buyer and the Seller shall cause its Affiliates report the transactions contemplated hereby in manner consistent with such Final Allocation for U.S. federal income tax purposes and shall not to) take any position inconsistent with the Allocation therewith on any Tax U.S. federal income tax Return or in any Tax Proceeding or otherwise; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by before any taxing authority based upon or arising out of the Allocation, and neither Purchaser nor Seller shall be with respect to U.S. federal income taxes unless otherwise required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the Allocationapplicable Law.

Purchase Price Allocation. Sellers and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Purchase Price (aas finally determined pursuant to Section 3.2) and any other items that are treated as additional consideration for Tax purposes among the Acquired Assets in accordance with the allocation agreed to pursuant to this Section 7.1. No later than sixty (60) days after the Closing Datedate on which the Purchase Price is finally determined pursuant to Section 3.2, Purchaser Sellers shall deliver to Seller Purchaser a proposed allocation of the Base Purchase Price (as finally determined pursuant to Section 3.2) and any other amounts items that are treated as additional consideration for Tax purposes (the “Aggregate Base Purchase Price”) among the assets to Purchaser as of the Transferred Entities (and any other assets thatClosing Date, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined in a manner that is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Purchaser’s Sellers’ Allocation”). If Seller Purchaser disagrees with Purchaser’s Sellers’ Allocation, Seller Purchaser may, within thirty (30) days after delivery of Purchaser’s Sellers’ Allocation, deliver a written notice (the “Purchaser’s Allocation Notice”) to Purchaser Sellers to such effect, specifying those items as to which Seller Purchaser disagrees and setting forth SellerPurchaser’s proposed allocation (“Seller’s Allocation Notice”)allocation. If SellerPurchaser’s Allocation Notice is duly and timely delivered, Seller Sellers and Purchaser shall, during the thirty twenty (3020) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase Price. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser shall cooperate in good faith to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the parties. Any allocation of the Aggregate Base Purchase Price (as finally determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%3.2) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts items that are treated as additional consideration for Tax purposes) . Notwithstanding the foregoing, in the event that Purchaser and any subsequent adjustments to Sellers do not agree on an allocation of the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Acquired Assets, Purchaser and Sellers shall (and each shall cause its Affiliates not to) be entitled to take any reasonable position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding or otherwise; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the Allocationrespect thereto.

Purchase Price Allocation. (a) No later than sixty (60) days after the Closing Datedate on which the Purchase Price is finally determined pursuant to Section 2.9, Purchaser Buyer shall deliver to Seller HD Supply a proposed allocation of the Base Purchase Price (as finally determined pursuant to Section 2.9) and any other amounts items that are treated as additional consideration for Tax purposes (including the “Aggregate Base Purchase Price”Assumed Liabilities) among the assets Purchased Company Equity Interests and Purchased Assets as of the Transferred Entities Closing Date (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined in a manner that is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (“PurchaserBuyer’s Allocation”). If Seller HD Supply disagrees with PurchaserBuyer’s Allocation, Seller HD Supply may, within thirty (30) days after delivery of PurchaserBuyer’s Allocation, deliver a written notice (the “HD Supply Allocation Notice”) to Purchaser Buyer to such effect, specifying those items as to which Seller HD Supply disagrees and setting forth SellerHD Supply’s proposed allocation (“Seller’s Allocation Notice”)allocation. If Seller’s the HD Supply Allocation Notice is duly and timely delivered, Seller HD Supply and Purchaser Buyer shall, during the thirty twenty (3020) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase PricePrice (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes (including the Assumed Liabilities). If Seller provides Purchaser with the Seller’s Allocation Notice within HD Supply and Buyer are unable to reach such thirty (30) day periodagreement, Seller and Purchaser they shall cooperate in good faith to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that promptly thereafter cause the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the partiesresolve any remaining disputes within fifteen (15) days. Any allocation of the Aggregate Base Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The All fees and expenses of relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne fifty percent by Buyer, on the one hand, and HD Supply, on the other hand, in the same proportion that the aggregate amount of disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such Party (50%as finally determined by the Independent Accounting Firm) by Purchaser and fifty percent (50%) by Sellerbears to the total amount of disputed items so submitted. The allocation, as prepared by Purchaser Buyer if no Seller’s HD Supply Allocation Notice has been timely given, or, if a HD Supply Allocation Notice has been timely given, as adjusted pursuant to any agreement between Seller HD Supply and Purchaser Buyer or as determined by the Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest errorParties hereto. The AllocationNo Seller, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, Affiliate of Seller or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser Buyer shall (and each shall cause its their respective Affiliates not to) take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding or otherwise; providedProceeding, howeverin each case, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the AllocationCode (or any analogous provision of state, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency local or adjustment by any taxing authority challenging the Allocationforeign law).

Purchase Price Allocation. (a) No later than sixty (60) days after The Unadjusted Purchase Price has been allocated among the Closing Date, Purchaser shall deliver to Seller a proposed allocation Assets by Buyer as set forth in Exhibit B. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Base Unadjusted Purchase Price and any other amounts treated as consideration for Tax purposes (the “Aggregate Base Purchase Price”) among the assets of Assets. Seller and Buyer agree that the Transferred Entities (and Allocated Values shall be used to compute any other assets that, for Tax purposes, are treated as assets purchased by Purchaser adjustments to the Unadjusted Purchase Price pursuant to this Agreement Agreement, except with regard to Environmental Defects which shall be determined as provided in Section 5.02(c). Seller and Buyer acknowledge and agree that the Allocated Values allocated among various portions of the Assets: (i) are intended as a representation of relative values in relation to the overall Purchase Price for the limited purposes of adjusting the Purchase Price pursuant to the Purchase Price adjustment provisions of this Agreement; (ii) shall be final and binding between Seller and Buyer for such purposes only; and (iii) except as provided for expressly in this Agreement, are not intended as a measure of value for any Ancillary Agreementother purpose. (b) determined in a manner that is consistent with Section For purposes of all federal, state and local Tax returns, including Internal Revenue Service Form 8594 filed under section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder and any other relevant provisions by the United States Department of applicable Tax Law (“Purchaser’s Allocation”). If Seller disagrees with Purchaser’s Allocation, Seller may, within thirty (30) days after delivery of Purchaser’s Allocation, deliver a written notice to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s Allocation Notice”). If Seller’s Allocation Notice is duly and timely deliveredthe Treasury, Seller and Purchaser shall, during Buyer agree that (i) the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase Price. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser shall cooperate in good faith to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment liabilities assumed by Buyer under this Agreement shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. Assets consistent with the Allocated Values set forth on Exhibit B and (bii) Neither neither Seller nor Purchaser Buyer nor their respective Affiliates shall (and each shall cause its Affiliates not to) take any position positions inconsistent with the Allocation on any Tax Return or such Allocated Values in any Tax Proceeding audit or otherwise; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith other proceedings with respect to any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the AllocationTaxes.

Purchase Price Allocation. (a) No later than sixty (60) days after Prior to the Closing Dateexpiration of the Inspection Period, Purchaser shall deliver provide to Seller a the proposed allocation of the Base Purchase Price among the Land, Improvements, Tangible Personal Property and any other amounts treated as consideration for Tax purposes Intangible Personal Property (including Goodwill provided that not more than ten percent (10%) of the Purchase Price may be allocated to Goodwill) (the “Aggregate Base Proposed Purchase PricePrice Allocation”) among the assets for Seller’s approval, such approval not to be unreasonably withheld, conditioned or delayed. Seller shall notify Purchaser in writing whether it approves of the Transferred Entities (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined in a manner that is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (“Proposed Purchase Price Allocation within three business days after Purchaser’s Allocation”)submission thereof. If Seller disagrees with Purchaser’s disapproves of such Proposed Purchase Price Allocation, then Seller mayshall notify Purchaser thereof in writing specifying in reasonable detail the reasons for such disapproval, in which case Purchaser and Seller shall negotiate the Proposed Purchase Price Allocation in consideration of Seller’s objections, and within thirty (30) three business days after delivery of Purchaser’s Allocationsuch notice, deliver a written notice to Purchaser to shall revise such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s Proposed Purchase Price Allocation Notice”). If Seller’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty (30) days following in accordance with such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase Pricenegotiations. If Seller provides fails to notify Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser shall cooperate in good faith to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt writing that it disapproves of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the parties. Any allocation of the Aggregate Base Proposed Purchase Price determined pursuant to Allocation within three business days after the decision of the Independent Accounting Firm shall incorporatesubmission thereof, reflect and be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser shall (and each shall cause its Affiliates not to) take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding or otherwise; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Purchaser nor then Seller shall be required deemed to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging have approved the Proposed Purchase Price Allocation.

Purchase Price Allocation. Seller and Purchaser shall, for U.S. federal income Tax purposes (a) No later than sixty (60) days after and any applicable U.S. state or U.S. local Tax purposes), treat the Closing Date, Purchaser shall deliver to Seller a proposed allocation purchase of the Base NewCo Equity Interests as a purchase of the assets of each of the NewCo Entities. The Purchase Price (as finally determined pursuant to Section 2.10) and any other amounts items that are treated as additional consideration for Tax purposes (as of the “Aggregate Base Purchase Price”) among Closing Date shall be allocated amongst the assets of the Transferred NewCo Entities (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined the Purchased Assets in a manner that is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. No later than sixty (60) days after the date on which the Purchase Price is finally determined pursuant to Section 2.10, Seller shall deliver to Purchaser a proposed allocation of the Purchase Price (as finally determined pursuant to Section 2.10) and any other relevant provisions items that are treated as additional consideration for Tax purposes as of applicable Tax Law the Closing Date (“PurchaserSeller’s Allocation”). If Seller Purchaser disagrees with PurchaserSeller’s Allocation, Seller Purchaser may, within thirty (30) days after delivery of PurchaserSeller’s Allocation, deliver a written notice (“Purchaser’s Allocation Notice”) to Purchaser Seller to such effect, specifying those items as to which Seller Purchaser disagrees and setting forth SellerPurchaser’s proposed allocation (“Seller’s Allocation Notice”)allocation. If SellerPurchaser’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty twenty (3020) days following such delivery, use commercially reasonable efforts attempt in good faith to reach agreement on the resolve any disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase PricePrice (as finally determined pursuant to Section 2.10) and any other items that are treated as additional consideration for Tax purposes. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser shall cooperate in good faith are unable to resolve any such disagreement. If the parties fail agree to resolve their differences over the disputed items within thirty (30) days following the receipt an allocation of the Seller’s Allocation NoticePurchase Price, Seller and Purchaser they shall forthwith jointly request that promptly thereafter cause the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the partiesresolve any remaining disputes. Any allocation of the Aggregate Base Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The All fees and expenses of relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne fifty percent (50%) equally by Purchaser Seller and fifty percent (50%) by SellerPurchaser. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted finalized pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with this Section 7.2 2.11 (the “Allocation”), shall be final, conclusive and binding on the parties hereto absent manifest errorParties. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price Seller and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser shall (not, and each shall cause its their respective Affiliates not to) , take any position inconsistent with the Allocation on any relevant Tax Return or in any relevant Tax Proceeding or otherwise; providedProceeding, howeverin each case, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the AllocationCode (or any analogous provision of state, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency local or adjustment by any taxing authority challenging the Allocationforeign law).

Purchase Price Allocation. (a) No Seller shall provide to Purchaser, no later than sixty (60) days after the Closing Date, Purchaser shall deliver to Seller a proposed draft allocation of the Base Purchase Price (including, as appropriate for Tax purposes, assumptions of liabilities and any other amounts items properly treated as consideration purchase price) among the Acquired Assets for Tax purposes (the “Aggregate Base Purchase PriceAllocation Statement”) among ). Such allocation will comply with the assets requirements of the Transferred Entities (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined in a manner that is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (“Purchaser’s Allocation”). If Seller disagrees with Purchaser’s Allocation, Seller may, within thirty (30Section 2.01(a) days after delivery of Purchaser’s Allocation, deliver a written notice to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s Allocation Notice”). If Seller’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase Price. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Disclosure Schedule and Seller and Purchaser shall cooperate in good faith to resolve any agree to such disagreementallocation. If the parties fail to resolve their differences over the disputed items within thirty ten (3010) days following after the receipt delivery of the Seller’s Allocation NoticeStatement, Purchaser notifies Seller in writing that Purchaser objects to the allocation set forth in the Allocation Statement, Seller and Purchaser shall forthwith jointly request use commercially reasonable efforts to resolve such dispute within twenty (20) days. If Seller and Purchaser agree on the allocation, then each of Seller and Purchaser agrees that it shall (i) report the Independent Accounting Firm make a determination as to sale and purchase of the disputed items Acquired Assets for United States Tax purposes in accordance with this Agreement, which determination shall be binding on the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect such allocations and be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%ii) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser shall (and each shall cause its Affiliates not to) take any position inconsistent with the Allocation such allocations on any of their respective United States Tax Return or in any Tax Proceeding or otherwise; providedreturns. If Seller and Purchaser do not so agree, however, that nothing contained herein each of Seller and Purchaser (and their respective Affiliates) (x) shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Purchaser nor Seller shall not be required to litigate before agree to an allocation, (y) shall each be permitted to used its own purchase price allocation for any court Tax purpose and (z) shall not have any proposed deficiency liability to the other for any additional Taxes or adjustment by any taxing authority challenging other liabilities as a result of inconsistencies between the Allocationrespective allocations of Purchaser and Seller.

Purchase Price Allocation. (a) Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Purchase Price, the adjustment to the Purchase Price pursuant to Section 2.11, if any (the “Working Capital Adjustment”), and any other items that are treated as additional consideration for Tax purposes (including the assumption of any Liabilities) among the Purchased Assets in accordance with Exhibit B attached hereto (the “Allocation Principles”). (b) No later than sixty (60) days after the Closing DateWorking Capital Adjustment is finally determined pursuant to Section 2.11, Purchaser shall deliver to Seller a proposed allocation of the Base Purchase Price (as finally determined pursuant to Section 2.11) and any other amounts items that are treated as additional consideration for Tax purposes (including the “Aggregate Base Purchase Price”assumption of any Liabilities) among the assets as of the Transferred Entities (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) Closing Date determined in a manner that is consistent with the Allocation Principles, Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Purchaser’s Allocation”). If Seller disagrees with Purchaser’s Allocation, Seller may, within thirty (30) days after delivery of Purchaser’s Allocation, deliver a written notice (the “Seller’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s Allocation Notice”)allocation. If the Seller’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty (30) days following such delivery, shall use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase Price, the Working Capital Adjustment and any other items that are treated as additional consideration for Tax purposes (including the assumption of any Liabilities). If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser are unable to reach such agreement, they shall cooperate in good faith promptly thereafter cause the Working Capital Referee to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the partiesremaining disputes. Any allocation of the Aggregate Base Purchase Price (as finally determined pursuant to Section 2.11) and any other items that are treated as additional consideration for Tax purposes determined pursuant to the decision of the Independent Accounting Firm Working Capital Referee shall incorporate, reflect and be consistent with this Section 7.2the Allocation Principles. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocationPurchaser’s Allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser Purchaser, or as determined by the Independent Accounting Firm in accordance with this Section 7.2 Working Capital Referee (the “Final Allocation”), shall be conclusive and binding on the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 all Parties (and any other amounts treated as consideration their respective Affiliates) for purposes of filing their Tax purposes) Returns. Seller and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser shall (and each shall cause its their respective Affiliates not to) take any position inconsistent prepare and file all Tax Returns in a manner consistent with the Allocation on any Final Allocation, except, in each case, to the extent otherwise required as a result of the resolution of a Tax Return audit or in any similar Tax Proceeding in accordance with the immediately succeeding sentence or otherwiseany other Tax Proceeding. If the Final Allocation is subject to a challenge by any Taxing Authority in connection with a Tax audit or similar Tax Proceeding, Seller or Purchaser, as the case may be, shall, and shall cause their respective Affiliates to, in good faith and using commercially reasonable efforts, defend the Final Allocation against such challenge; provided, howeverfor the avoidance of doubt, that nothing contained herein shall prevent none of Seller, Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Purchaser nor Seller their respective Affiliates shall be required to litigate before appeal, petition or take any court similar action with respect to any proposed deficiency decision made upon a Tax audit or adjustment any other Tax Proceedings. Any fees and expenses of the Working Capital Referee shall be borne equally by any taxing authority challenging the AllocationSeller and Purchaser.

Purchase Price Allocation. The Parties agree to the allocation of the aggregate consideration paid by Purchaser for the Purchased Company Shares and, if applicable, other Purchased Assets (atogether with other relevant amounts) No later than sixty among the Purchased Companies and the Purchased Assets in accordance with the principles set forth on Section 2.10 of the Seller Disclosure Schedule (60the “Allocation Principles”). As soon as reasonably practicable and in any event within thirty (30) days after determination of the Closing DateFinal Purchase Price pursuant to Section 2.9 hereof, Purchaser Seller shall deliver prepare and provide to Seller Purchaser, for Purchaser’s review and approval, a proposed allocation of the Base Final Purchase Price and any other consideration to be paid to, or for the benefit of, a Seller Entity, including the Assumed Liabilities, among the Purchased Assets (other than the Purchased Companies), on the one hand, and the Purchased Company Shares, on the other hand (and a further allocation of the Final Purchase Price and other amounts treated as constituting consideration for Tax U.S. federal income tax purposes (the “Aggregate Base Purchase Price”) among the assets of the Transferred Entities Purchased Companies) (the “Proposed Allocation”). Such allocation shall be reasonable and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined shall be prepared in a manner that is consistent accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (“Purchaser’s Allocation”)thereunder. If Seller Purchaser will review such Proposed Allocation and, to the extent Purchaser disagrees with Purchaser’s the content of the Proposed Allocation, Purchaser will inform Seller may, of such disagreement within thirty (30) days after delivery receipt of Purchaser’s such Proposed Allocation, deliver a written notice to . Purchaser to such effect, specifying those items as to which and Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s Allocation Notice”). If Seller’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase Price. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser shall cooperate will attempt in good faith to resolve any such disagreement. If Purchaser and Seller are unable to reach an agreement on the parties fail to resolve their differences over the disputed items Proposed Allocation within thirty ninety (3090) days following the receipt of the Seller’s Allocation NoticeClosing Date, Seller and Purchaser any disagreement shall forthwith jointly request that be resolved by the Independent Accounting Firm make a determination as pursuant to the disputed items procedures provided in accordance with this AgreementSection 2.9. The Proposed Allocation, which determination shall be binding on as prepared by Seller if no timely Purchaser’s objection has been given or as adjusted pursuant to any agreement between the parties. Any allocation of the Aggregate Base Purchase Price Parties or as determined pursuant to the decision of the Independent Accounting Firm shall incorporateFirm, reflect when final and be consistent with this Section 7.2. binding on all parties, is herein referred to as the “Final Allocation.” The fees and expenses allocation of any consideration paid (excluding any amounts constituting imputed interest) after the Independent Accounting Firm Closing Date shall be borne fifty percent determined in a similar manner. Seller (50%and to the extent applicable, each Seller Entity) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm each agrees to, and to cause its Affiliates to, file Internal Revenue Service Form 8594 (and Internal Revenue Service Form 8823), and all federal, state, local and foreign Tax Returns, in accordance with this Section 7.2 (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes)Allocation. Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser Purchaser, nor any of their respective Affiliates, shall (and each shall cause its Affiliates not to) take any position inconsistent with the Allocation on any Tax Return or in audit inconsistent with the Final Allocation unless required to do so by applicable Law. Seller and Purchaser shall promptly inform one another of any Tax Proceeding or otherwise; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment challenge by any taxing authority based upon or arising out of Taxing Authority to any allocation made pursuant to this Section 2.10 and agree to consult and keep one another informed with respect to the Allocationstatus of, and neither any discussion, proposal or submission with respect to, such challenge. Purchaser nor and Seller shall be each agrees to provide the other promptly with any other information required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the Allocationcomplete Form 8594.

Purchase Price Allocation. (a) The Parties hereto agree to allocate the Purchase Price among the Company Group Securities in accordance with Schedule 3.5, which allocation shall be used for all Tax purposes among the Company Group Securities. No later than sixty thirty (6030) days after Business Days following the Closing Datedetermination of the Final Adjusted Purchase Price, Purchaser shall deliver to Seller a proposed allocation of allocate the Base Final Adjusted Purchase Price Price, the Holdco Note and any other amounts treated assumed liabilities (as consideration determined for Tax purposes (the “Aggregate Base Purchase Price”) U.S. federal income tax purposes), among the tangible and intangible assets of the Transferred each Company Group Entities (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined in a manner that is consistent accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Tax Allocation”) and any other relevant provisions of applicable shall deliver a written statement to Seller describing such Tax Law Allocation (the “Purchaser’s AllocationTax Allocation Statement”). If Seller disagrees with Purchaser’s Allocationany portion of the Tax Allocation Statement, Seller may, shall notify Purchaser in writing of such disagreement within thirty (30) days after delivery of Purchaser’s Allocation, deliver a written notice to by Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s of the Tax Allocation Notice”)Statement. If Seller’s Seller notifies Purchaser of its disagreement with any portion of the Tax Allocation Notice is duly Statement, then Purchaser and timely deliveredSeller shall work in good faith to resolve such disagreement and after such resolution, the agreed upon Tax Allocation shall be considered final and each of Seller and Purchaser shall, during the thirty and each of their Affiliates shall use such Tax Allocation Statement for U.S. federal income Tax purposes. If Purchaser and Seller are unable to resolve all disagreements within twenty (3020) days following such deliveryof Seller first notifying Purchaser of its disagreement, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to then Purchaser and Seller may separately determine the allocation of the Aggregate Base Purchase Price. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser shall cooperate in good faith to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the parties. Any allocation of the Aggregate Base Final Adjusted Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) purposes and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for use its own separate allocation in filing its own Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets soldReturns. (b) Neither Seller nor Purchaser shall (and each shall cause its Affiliates not to) take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding or otherwise; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the Allocation.

Purchase Price Allocation. Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Purchase Price and any other items that are treated as additional consideration for Tax Purposes among the Purchased Assets in accordance with the categories set forth on Exhibit C attached hereto (a) the “Allocation Schedule”). No later than sixty ninety (6090) days after the Closing Datedate on which the Purchase Price is finally determined pursuant to Section 2.9 and Section 2.10, Purchaser shall deliver to Seller a proposed allocation of the Base Purchase Price (as finally determined pursuant to Section 2.9 and Section 2.10) and any other amounts items that are treated as additional consideration for Tax purposes (the “Aggregate Base Purchase Price”) among the assets Purposes to Seller as of the Transferred Entities (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) Closing Date determined in a manner that is consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “Purchaser’s Allocation”). If Seller disagrees with Purchaser’s Allocation, Seller may, within thirty (30) days after delivery of Purchaser’s Allocation, deliver a written notice (the “Seller’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s Allocation Notice”)allocation. If the Seller’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty twenty (3020) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase PricePrice (as finally determined pursuant to Section 2.9 and Section 2.10) and any other items that are treated as additional consideration for Tax Purposes to Seller. If Seller provides and Purchaser with are unable to reach such agreement at the Seller’s Allocation Notice within end of such thirty twenty (3020) day period, Seller and Purchaser shall cooperate in good faith or such later date as agreed to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%Seller, then Purchaser and Seller shall file IRS Form(s) by Seller. The allocation8594 and any federal, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller state and Purchaser or as determined by local income Tax Returns allocating the Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser shall (and Purchased Assets in the manner each shall cause its Affiliates not to) take any position inconsistent believes is appropriate determined in a manner consistent with the Allocation on Schedule. The parties shall promptly advise one another of the existence of any Tax Return audit, controversy or in litigation related to any Tax Proceeding or otherwise; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the Allocationallocation hereunder.

Purchase Price Allocation. (a) No later than Within sixty (60) days after the final determination of Closing DateNet Working Capital Amount in accordance with Section 2.4(f), Purchaser the Sellers’ Representative shall prepare or cause to be prepared and deliver to Seller Buyer a proposed allocation of the Base Purchase Price and any purchase price, as adjusted under this Agreement (together with all other relevant amounts treated as consideration determined for U.S. federal income Tax purposes (the “Aggregate Base Purchase Price”purposes) among the assets of the Transferred Entities (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined Company in a manner that is consistent accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law the methodology set forth in Schedule 2.5 (the “Purchaser’s Proposed Allocation”)) for Xxxxx’s review. If Seller Buyer disagrees with Purchaser’s the Proposed Allocation, Seller Buyer may, within forty-five (45) days after delivery of the Proposed Allocation, deliver written notice to the Sellers’ Representative setting forth in reasonable detail its disagreement with the Proposed Allocation. In the event that Xxxxx does not provide such a notice of disagreement within such forty-five (45)-day period, the Sellers’ Representative and Buyer shall be deemed to have agreed to the Proposed Allocation, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, the Proposed Allocation will be final, binding and conclusive for all purposes hereunder except as to the disagreements duly raised in such notice, and the Sellers’ Representative and Xxxxx shall use commercially reasonable efforts for a period of thirty (30) days after delivery of Purchaser’s Allocation, deliver a written notice to Purchaser to (or such effect, specifying those items longer period as to which Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s Allocation Notice”). If Seller’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty (30they may mutually agree) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase Price. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser shall cooperate in good faith to resolve any such disagreementdisagreements with respect to the Proposed Allocation. If If, at the parties fail end of such period, the Sellers’ Representative and Buyer are unable to resolve their differences over such disagreements, then any such remaining disagreements shall be resolved by the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Designated Accounting Firm make a determination as to the disputed items in accordance with this Agreementthe procedures, which determination shall be binding on and the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The fees and expenses of the Independent Designated Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm Sellers’ Representative, on the one hand, and Buyer, on the other hand, in accordance with the rules, set forth in Section 2.4(d). The Proposed Allocation as finally agreed or determined pursuant to this Section 7.2 (2.5 shall be the “Final Allocation”), shall be conclusive .” Buyer and binding on the parties hereto absent manifest error. The Sellers’ Representative agree to file all required Tax Returns (including IRS Form 8594) in a manner consistent with the Final Allocation, if any, and neither the Sellers’ Representative nor Buyer shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser shall (and each shall cause its Affiliates not to) take any position inconsistent with the Allocation such allocation on any Tax Return or in any Tax Proceeding or otherwise; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Purchaser nor Seller shall be unless required to litigate before any court any proposed deficiency or adjustment do so following a determination by any taxing authority challenging the Allocationapplicable Governmental Authority.

Purchase Price Allocation. Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Final Purchase Price and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets (aincluding among the Purchased Entity Shares and the Purchased Venture Interests) in accordance with Exhibit D attached hereto (the “Allocation Schedule”). No later than sixty (60) days after the Closing Datedate on which the Final Purchase Price is finally determined pursuant to Section 2.9, Purchaser Seller shall deliver to Seller a Purchaser proposed allocation allocations (including allocations with respect to the assets of any Purchased Entities that are deemed acquired for U.S. federal income Tax purposes) of the Base Final Purchase Price (as finally determined pursuant to Section 2.9) and any other amounts items that are treated as additional consideration for Tax purposes (the “Aggregate Base Purchase Price”) among the assets to Seller as of the Transferred Entities (and any other assets thatClosing Date, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) in each case determined in a manner that is consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “PurchaserSeller’s AllocationAllocations”). If Seller Purchaser disagrees with Purchaserany of Seller’s AllocationAllocations, Seller Purchaser may, within thirty (30) days after delivery of PurchaserSeller’s AllocationAllocations, deliver a written notice (the “Purchaser’s Allocation Notice”) to Purchaser Seller to such effect, specifying those items as to which Seller Purchaser disagrees and setting forth SellerPurchaser’s proposed allocation (“Seller’s Allocation Notice”)allocations. If SellerPurchaser’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty twenty (3020) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation allocations of the Aggregate Base Final Purchase PricePrice (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser are unable to reach such agreement, they shall cooperate in good faith to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that promptly thereafter cause the Independent Accounting Firm make a determination as to resolve any remaining disputes. For the disputed items in accordance with this Agreementavoidance of doubt, which determination the Allocation Schedule shall not be binding on subject to revision following the parties. Any Closing, and any allocation of the Aggregate Base Final Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes (as agreed by Purchaser and Seller or determined pursuant to the decision of the Independent Accounting Firm Firm) shall incorporate, reflect and be consistent with this Section 7.2the Allocation Schedule. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocationallocations, as prepared by Purchaser Seller if no SellerPurchaser’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with this Section 7.2 (the “AllocationAllocations”), shall be conclusive and binding on the parties hereto absent manifest errorhereto. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, None of Seller or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser shall (and each shall cause its their respective Affiliates not to) take any position inconsistent with the Allocation Allocations on any Tax Return or in any Tax Proceeding or otherwise; providedProceeding, howeverin each case, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the AllocationCode (or any analogous provision of state, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency local or adjustment by any taxing authority challenging the Allocationforeign law).

Purchase Price Allocation. (a) No later than sixty (60) days after Prior to the Closing Dateexpiration of the Inspection Period, Purchaser shall deliver provide to Seller a Sellers the proposed allocation of the Base Purchase Price for each Property among the Land, Improvements, Tangible Personal Property and any other amounts treated as consideration for Tax purposes Intangible Personal Property (including Goodwill provided that not more than ten percent (10%) of the Purchase Price may be allocated to Goodwill) (the “Aggregate Base "Proposed Purchase Price”Price Allocation") among the assets for Sellers’ approval, such approval not to be unreasonably withheld, conditioned or delayed. Sellers shall notify Purchaser in writing whether it approves of the Transferred Entities (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined in a manner that is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (“Proposed Purchase Price Allocation within three business days after Purchaser’s Allocation”)'s submission thereof. If Seller disagrees with Purchaser’s Sellers disapprove of such Proposed Purchase Price Allocation, Seller maythen Sellers shall notify Purchaser thereof in writing specifying in reasonable detail the reasons for such disapproval, in which case Purchaser and Sellers shall negotiate the Proposed Purchase Price Allocation in consideration of Sellers’ objections, and within thirty (30) three business days after delivery of Purchaser’s Allocationsuch notice, deliver a written notice to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s Allocation Notice”). If Seller’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase Price. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser shall cooperate in good faith to resolve any revise such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Proposed Purchase Price Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreementsuch negotiations. If Sellers fail to notify Purchaser in writing that it disapproves of the Proposed Purchase Price Allocation within three business days after the submission thereof, which determination then Sellers shall be binding on deemed to have approved the parties. Any allocation of the Aggregate Base Proposed Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser shall (and each shall cause its Affiliates not to) take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding or otherwise; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the Allocation.

Purchase Price Allocation. Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Purchase Price (aas finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. No later than sixty (60) days after the Closing Datedate on which the Purchase Price is finally determined pursuant to Section 2.9, Purchaser Seller shall deliver to Seller Purchaser a proposed allocation of the Base Purchase Price (as finally determined pursuant to Section 2.9) and any other amounts items that are treated as additional consideration for Tax purposes (the “Aggregate Base Purchase Price”) among the assets as of the Transferred Entities (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) Closing Date determined in a manner that is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “PurchaserSeller’s Allocation”). If Seller Purchaser disagrees with PurchaserSeller’s Allocation, Seller Purchaser may, within thirty (30) days after delivery of PurchaserSeller’s Allocation, deliver a written notice (the “Purchaser’s Allocation Notice”) to Purchaser Seller to such effect, specifying those items as to which Seller Purchaser disagrees and setting forth SellerPurchaser’s proposed allocation (“Seller’s Allocation Notice”)allocation. If Sellerthe Purchaser’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty twenty (3020) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase PricePrice (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser are unable to reach such agreement, the Parties shall cooperate in good faith be entitled to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt use separate allocations of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by SellerPrice. The allocation, as prepared by Purchaser Seller if no SellerPurchaser’s Allocation Notice has been given, given or as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with this Section 7.2 Purchaser, if any (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest errorParties hereto. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price Seller and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser shall (not, and each shall cause its their respective Affiliates not not, to) , take any position inconsistent with the Allocation (if any) on any Tax Return or in any Tax Proceeding or otherwise; providedProceeding, howeverin each case, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the AllocationCode (or any analogous provision of state, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency local or adjustment by any taxing authority challenging the Allocationforeign Law).

Purchase Price Allocation. Following the Closing, the Buyer shall prepare a draft allocation of the Adjusted Closing Consideration in accordance with the principles set forth on Schedule 7.12.6 (athe “Allocation Schedule”), which shall contain sufficient detail to permit the Parties to make the computations and adjustments required under Section 743(b), Section 751 and Section 755 of the Code, with respect to the Company Equity Interest and the BHMS Equity Interest (the “Purchase Price Allocation”) No later than sixty (60) days after and deliver the Closing Datedraft Purchase Price Allocation to the Seller for review and comment. The Seller shall cooperate with the Buyer in such preparation. If the Seller has any objection to the Purchase Price Allocation, Purchaser the Seller shall deliver to Seller the Buyer a proposed allocation of the Base Purchase Price statement setting forth its objections and any other amounts treated as consideration for Tax purposes (the “Aggregate Base Purchase Price”) among the assets of the Transferred Entities (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined in a manner that is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (“Purchaser’s Allocation”). If Seller disagrees with Purchaser’s Allocation, Seller may, suggested adjustments within thirty (30) days after from the delivery of Purchaser’s Allocation, deliver a written notice to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation the Purchase Price Allocation (an “Seller’s Allocation NoticeObjections Statement”). If Seller’s The Buyer agrees to consider any objection set forth in the Allocation Notice is duly and timely deliveredObjections Statement(s) in good faith. In the case the Buyer does not accept any of the objections of the Seller set forth on the Allocation Objections Statement, the Seller and Purchaser shall, during the thirty Buyer agree to attempt to resolve the associate dispute within twenty (3020) days following such delivery, use commercially reasonable efforts to reach agreement on after the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase PriceSeller provides its objections. If Seller provides Purchaser with any matter of such dispute is not resolved in this timeframe, the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser the Buyer shall cooperate in good faith to resolve any submit such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as matter for resolution to the disputed items Arbiter in accordance with this Agreement, which determination the Allocation Schedule and the procedures of Section 3.1.7 (without the requirement for a Notice of Disagreement). The Purchase Price Allocation shall be binding on the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant adjusted from time to time to reflect any adjustments to the decision of the Independent Accounting Firm shall incorporateAdjusted Closing Consideration, reflect and be as determined for Tax purposes in a manner consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold7.12. (b) Neither Seller nor Purchaser shall (and each shall cause its Affiliates not to) take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding or otherwise; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the Allocation.

Purchase Price Allocation. (a) No later than sixty (60) days As soon as practicable after the Closing Datedate hereof and, Purchaser shall deliver to Seller a proposed allocation of the Base Purchase Price and in any other amounts treated as consideration for Tax purposes (the “Aggregate Base Purchase Price”) among the assets of the Transferred Entities (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined in a manner that is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (“Purchaser’s Allocation”). If Seller disagrees with Purchaser’s Allocation, Seller mayevent, within thirty (30) days after delivery of Purchaser’s Allocationthe Closing Date, Buyer shall deliver a written notice to Purchaser the Sellers an allocation schedule substantially in the form attached hereto as Exhibit C (the “Allocation Statement”) allocating the consideration paid by Buyer to such effectthe Sellers hereunder, specifying those items as determined for United States federal income Tax purposes pursuant to which Seller disagrees and setting forth Seller’s proposed allocation Treasury Regulations Section 1.1060-1(c) (the “Seller’s Allocation NoticeTax Purchase Price”), among the Transferred Assets in accordance with the provisions of Treasury Regulations Section 1.1060-1(c) and the other provisions of the Treasury Regulations referred to therein. Buyer shall consult with the Sellers regarding the allocation prior to delivering the Allocation Statement to the Sellers, and Buyer and the Sellers shall use commercially reasonable efforts to jointly agree upon the allocation prior to Buyer delivering the Allocation Statement to the Sellers. If Seller’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the within thirty (30) days following such deliveryafter the delivery of the Allocation Statement, the Sellers notify Buyer in writing that the Sellers object to the allocation set forth in the Allocation Statement, then Buyer and the Sellers shall use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase Price. If Seller provides Purchaser with the Seller’s Allocation Notice within resolve such thirty (30) day period, Seller and Purchaser shall cooperate in good faith to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items dispute within thirty (30) days following the date of Buyer’s receipt of such notice. If Buyer and the Sellers are unable to resolve such dispute within such thirty (30)-day period, Buyer and the Sellers shall jointly retain a nationally recognized accounting firm which is reasonably acceptable to Buyer and the Sellers and which has no material relationship with Buyer, either Seller’s , or their respective Affiliates or other material conflict (the “Allocation NoticeReferee”) to resolve the remaining outstanding disputed items. Upon resolution of such disputed items, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to allocation reflected on the disputed items in accordance with this Agreement, which determination Allocation Statement shall be binding on the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant adjusted to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2such resolution. The costs, fees and expenses of the Independent Accounting Firm Allocation Referee shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined paid by the Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation”)Sellers, shall be conclusive and binding on the parties hereto absent manifest error. The Allocationone hand, if anyand by Buyer, shall be adjustedon the other hand, as necessarybased upon the percentage that the amount actually contested but not determined in favor of the Sellers or Buyer, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments respectively, bears to the Final Purchase Price pursuant to Section 6.4 (aggregate amount actually contested by the Sellers and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets soldBuyer. (b) Neither Seller nor Purchaser If there is an adjustment to the Tax Purchase Price, the Allocation Statement shall be adjusted in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder and as mutually agreed by Buyer and the Sellers. If mutual agreement is not reached within thirty (30) days after the date of the adjustment of the Tax Purchase Price, any disputed items shall be resolved in substantially the manner described in Section 2.7(a). Buyer and each the Sellers agree to file any additional information return required to be filed pursuant to Code Section 1060 of the Treasury Regulations promulgated thereunder and to treat the Allocation Statement as adjusted to reflect such resolution. (c) None of Buyer or the Sellers or any of their respective Affiliates shall cause its Affiliates not to) take any position for Tax purposes (including the filing of all Tax Returns, including IRS Form 8594 with its federal income Tax Return for the taxable year that includes the Closing Date) that is inconsistent with the Allocation on allocation of the Tax Purchase Price agreed or determined pursuant to this Section 2.7 unless required to do so by Code Section 1060 and the Treasury Regulations promulgated thereunder or other applicable Law, except pursuant to a final “determination” (as defined in Code Section 1313(a) or any corresponding provision of state, local or foreign Law). Any redetermination (within the meaning of Treasury Regulations Section 1.338-7) of the Tax Return or Purchase Price shall be made as required thereby and shall be taken into account by Buyer and the Sellers in any carrying out the provisions hereof and the preparation and filing of Tax Proceeding or otherwise; providedReturns referred to above to the extent applicable. Notwithstanding the foregoing, however, that nothing contained herein shall prevent Purchaser Buyer or either Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority Governmental Authority based upon or arising out of the Allocationallocation of the Tax Purchase Price, and neither Purchaser nor Seller none of Buyer or the Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority Governmental Authority challenging such allocation. (d) The provisions of this Section 2.7 shall survive the AllocationClosing.

Purchase Price Allocation. (a) No later than sixty (60) days after Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Closing Date, Purchaser shall deliver to Seller a proposed allocation of the Base Purchase Price (as finally determined pursuant to Section 2.6) and any other amounts items that are treated as additional consideration for Tax purposes (the “Aggregate Base Purchase Price”) among the assets of the Transferred Entities (and any other assets that, for Tax purposes, are treated as (i) among the Energetics Equity Interests and (ii) any other assets purchased by Purchaser of the Company, pursuant to this Agreement and any Ancillary Agreementother Transaction Document, in accordance with Exhibit C attached hereto (the “Allocation Schedule”). (b) No later than ninety (90) days after the date on which the Purchase Price is finally determined pursuant to Section 2.6, Seller shall deliver to Purchaser a proposed allocation of the Purchase Price (as finally determined pursuant to Section 2.6) and any other items that are treated as additional consideration for U.S. income Tax purposes between Energetics Equity Interests and any other assets of the Company, determined in a manner that is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and thereunder, any other relevant provisions of applicable Tax Law Law, and the Allocation Schedule (“PurchaserSeller’s Allocation”). If Seller Purchaser disagrees with PurchaserSeller’s Allocation, Seller Purchaser may, within thirty (30) days after delivery receipt of PurchaserSeller’s Allocation, deliver a written notice (“Purchaser’s Allocation Notice”) to Purchaser Seller to such effect, specifying those items as to which Seller Purchaser disagrees and setting forth SellerPurchaser’s proposed allocation (“Seller’s Allocation Notice”)allocation. If SellerPurchaser’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty (30) days immediately following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase PricePrice (as finally determined pursuant to Section 2.6) and any other items that are treated as additional consideration for U.S. income Tax purposes. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser shall cooperate in good faith are unable to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items or amounts within thirty (30) days following after the receipt delivery of the SellerPurchaser’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that such disputed items or amounts will be resolved by the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.22.6(c). The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation’s Allocation, as prepared by Purchaser Seller if no SellerPurchaser’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined and/or resolved by the Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither neither Seller nor Purchaser shall (and each they shall cause its their respective Affiliates not to) take any position for income Tax purposes inconsistent with the Allocation on any Tax Return or in any Tax Proceeding or otherwise; provided, howeverin each case, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the AllocationCode (or any analogous provision of state, and neither Purchaser nor Seller local or foreign law). The Allocation shall be required adjusted, as necessary, to litigate before reflect any court subsequent adjustments to the Aggregate Purchase Price and any proposed deficiency or other amounts treated as consideration for U.S. income Tax purposes, including the Earn-Out; provided that any such adjustment shall be to the goodwill Relating to the Business, except as otherwise agreed by any taxing authority challenging the AllocationSeller and Purchaser.

Purchase Price Allocation. (a) For all applicable Tax and non-Tax purposes, Parent and Purchaser agree to (and agree to cause their respective Affiliates to) (1) allocate the Final Purchase Price and any other amounts treated as consideration for such Tax purposes among the Shares and (2) further allocate the Final Purchase Price and any other amounts treated as consideration for such tax purposes among the assets of the Transferred Entities treated for U.S. federal income Tax purposes as entities disregarded from their owners, in the case of each of clause (1) and clause (2), in accordance with the amounts and methodologies set forth on Exhibit C attached hereto (the “Purchase Price Allocation Schedule”). (b) No later than sixty (60) days after the Closing Datedate on which the Final Purchase Price is finally determined pursuant to Section 2.7, Purchaser shall deliver to Seller Parent a proposed allocation of the Base Final Purchase Price and any other amounts items that are treated as additional consideration for Tax purposes (the “Aggregate Base Purchase Price”) among the Shares and assets of the Transferred Entities described in Section 8.1(a)(1) and (and any other assets that2), for Tax purposesrespectively, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined in a manner that is consistent accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law the Purchase Price Allocation Schedule (“Purchaser’s Allocation”). If Seller Parent disagrees with Purchaser’s Allocation, Seller Parent may, within thirty sixty (3060) days after delivery of Purchaser’s Allocation, deliver a written notice (“Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Seller Parent disagrees and setting forth SellerParent’s proposed allocation (“Seller’s Allocation Notice”)allocation. If SellerParent’s Allocation Notice is duly and timely delivered, Seller Parent and Purchaser shall, during the thirty twenty (3020) days following such delivery, use commercially reasonable best efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Final Purchase PricePrice (and other relevant amounts). If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller Parent and Purchaser are unable to reach such agreement, they shall cooperate in good faith to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that promptly thereafter cause the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the partiesresolve any remaining disputes. Any allocation of the Aggregate Base Final Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation Schedule and the terms of this Section 7.2Agreement. The fees Any costs and expenses of the Independent Accounting Firm incurred pursuant to this Section 8.1(b) shall be borne fifty percent (50%) equally by Purchaser Parent, on the one hand, and fifty percent (50%) by SellerPurchaser, on the other hand. The allocation, as prepared by Purchaser if no SellerParent’s Allocation Notice has been timely given, as adjusted pursuant to any agreement between Seller Parent and Purchaser or as determined by the Independent Accounting Firm in accordance with pursuant to this Section 7.2 8.1(b) (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest errorparties. The Allocation, if any, Allocation shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts subsequent payments treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes)8.6. Any such adjustment shall be allocated allocated, consistent with this Section 8.1(b), to the asset, Equity Interests and/or asset or assets (if any), of the Transferred Companies to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (bc) Neither Seller nor Parent and Purchaser shall (and each shall cause its their respective Affiliates not to) not take any position inconsistent with the Allocation on any Tax Return or Return, in connection with any Tax Proceeding or otherwise; provided, howeverin each case, except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or non-U.S. Law). In the event that nothing contained herein shall prevent Purchaser or Seller from settling in good faith 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 dispute shall promptly notify the other party in writing of such notice and resolution of the Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the Allocationdispute.

Purchase Price Allocation. (a) No later than sixty Within thirty (6030) days after of the Closing Determination Date, Purchaser the Seller shall prepare and deliver to Seller Buyer a proposed allocation schedule setting forth the fair market value of the Base Purchase Price and any other amounts treated as consideration for Tax purposes (the “Aggregate Base Purchase Price”) among the assets of the Transferred Entities (Company and any other assets that, for Tax purposes, its corporate Subsidiaries that are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) determined in a manner that is consistent with Section 1060 part of the Code and same consolidated group for federal income tax purposes as the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law Company (together with the Company, the “Purchaser’s Company Group”) (the “Proposed Allocation”), consistent with the amount of the IT Solutions Consideration, for Buyer’s review. If Seller Buyer disagrees with Purchaser’s the Proposed Allocation, Seller Buyer may, within thirty (30) days after delivery of Purchaser’s the Proposed Allocation, deliver a written notice to Purchaser the Seller setting forth in reasonable detail its disagreement with the Proposed Allocation. In the event that Buyer does not provide such a notice of disagreement within such thirty (30)-day period, the Seller and Buyer shall be deemed to have agreed to the Proposed Allocation, which shall be final, binding and conclusive for all purposes hereunder. In the event any such effectnotice of disagreement is timely provided, specifying those items the Proposed Allocation will be final, binding and conclusive for all purposes hereunder except as to which the disagreements duly raised in such notice, and Buyer and the Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s Allocation Notice”). If Seller’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the shall use commercially reasonable efforts for a period of thirty (30) days following (or such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase Price. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30longer period as they may mutually agree) day period, Seller and Purchaser shall cooperate in good faith to resolve any such disagreementdisagreements with respect to the Proposed Allocation. If If, at the parties fail end of such period, they are unable to resolve their differences over such disagreements, then any such remaining disagreements shall be resolved by the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items Auditor in accordance with this Agreementthe procedures, which determination shall be binding on and the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm Auditor shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between the Seller and Purchaser or as determined by the Independent Accounting Firm Buyer in accordance with the rules, set forth in Section 2.4(b). The Proposed Allocation as finally agreed or determined pursuant to this Section 7.2 (2.8(a) shall be the “Final Allocation.” (b) Buyer shall allocate the “adjusted grossed-up basis” (as defined in Treasury Regulations Section 1.336-4) and the Seller shall allocate the “aggregate deemed asset disposition price” (as defined in Treasury Regulations Section 1.336-3), in each case, among the assets of the Company Group in a manner consistent with the Final Allocation and Treasury Regulations Section 1.336-4 and 1.336-3. The Final Allocation shall be conclusive and binding on adjusted by the parties hereto absent manifest error. The Allocation, if any, shall be adjusted, as necessary, Seller (with a copy sent to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration Buyer) for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (purchase price for the Shares under this Agreement, including any Contingent Payment Amount and any other amounts treated as consideration for Tax purposes). Any Shared Proceeds Amount, provided that any such adjustment shall be allocated consistent with the Final Allocation. Buyer and the Seller shall file all Tax Returns (including Internal Revenue Service Form 8883 and any similar forms required by applicable state and local Tax Laws) consistent with (and amend any previously filed Tax Return to be consistent with) the Final Allocation, as modified by the Seller for any subsequent adjustments to the assetpurchase price, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment and shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser shall (and each shall cause its Affiliates not to) take any position action inconsistent with the Allocation therewith on any Tax Return unless required pursuant to a determination (as defined in Section 1313(a) of the Code or in any similar provision of state or local Tax Proceeding or otherwiseLaw); provided, however, provided that nothing contained herein shall prevent Purchaser the Seller or Seller Buyer or their respective Affiliates from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Final Allocation, and neither Purchaser nor Seller none of the Seller, Buyer or any of their respective Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any a taxing authority challenging such Final Allocation. Buyer, on the one hand, and the Seller, on the other hand, shall promptly notify each other in the event of an examination, audit or other proceeding regarding the Final Allocation.

Purchase Price Allocation. Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Final Purchase Price and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets (aincluding among the Purchased Entity Shares and the Purchased Venture Interests) in accordance with Exhibit D attached hereto (the “Allocation Schedule”). No later than sixty ninety (6090) days after the Closing Datedate on which the Final Purchase Price is finally determined pursuant to Section 2.9, Purchaser Seller shall deliver to Seller Purchaser a proposed allocation of the Base Final Purchase Price (as finally determined pursuant to Section 2.9) and any other amounts items that are treated as additional consideration for Tax purposes (the “Aggregate Base Purchase Price”) among the assets to Seller as of the Transferred Entities (and any other assets that, for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and any Ancillary Agreement) Closing Date determined in a manner that is consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any other relevant provisions of applicable Tax Law (the “PurchaserSeller’s Allocation”). If Seller Purchaser disagrees with PurchaserSeller’s Allocation, Seller may, within thirty (30) days after delivery of PurchaserSeller’s Allocation, deliver a written notice (the “Purchaser’s Allocation Notice”) to Purchaser Seller to such effect, specifying those items as to which Seller Purchaser disagrees and setting forth SellerPurchaser’s proposed allocation (“Seller’s Allocation Notice”)allocation. If Sellerthe Purchaser’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty twenty (3020) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Final Purchase PricePrice (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax Purposes. If Seller provides Purchaser with the Seller’s Allocation Notice within such thirty (30) day period, Seller and Purchaser are unable to reach such agreement, they shall cooperate in good faith to resolve any such disagreement. If the parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that promptly thereafter cause the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the partiesresolve any remaining disputes. Any allocation of the Aggregate Base 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 consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by SellerAllocation Schedule. The allocation, as prepared by Purchaser Seller if no SellerPurchaser’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation”), shall be conclusive and binding on the parties hereto absent manifest errorhereto. The Allocation, if any, shall be adjusted, as necessary, to reflect any difference between the Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be allocated to the asset, None of Seller or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold. (b) Neither Seller nor Purchaser shall (and each shall cause its respective Affiliates not to) take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding or otherwise; providedProceeding, howeverin each case, that nothing contained herein shall prevent Purchaser or Seller from settling in good faith any proposed deficiency or adjustment by any taxing authority based upon or arising out except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the AllocationCode (or any analogous provision of state, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency local or adjustment by any taxing authority challenging the Allocationforeign law).