Common use of Purchase Price and Allocation Clause in Contracts

Purchase Price and Allocation. (a) The aggregate purchase price (the “Purchase Price”) for the Purchased Assets and the Assumed Liabilities and the covenants of the Seller contained in this Agreement shall be fifty million U.S. dollars ($50,000,000). The Purchaser and its Affiliates shall be entitled to deduct from any amount otherwise payable pursuant to this Agreement any amounts required to be withheld and deducted under the Code or other applicable Tax Law and any amounts so deducted shall be treated as having been paid to the Person with respect to which such withholding or deduction was imposed and shall be remitted to the appropriate Governmental Authority on a timely basis. Any Person deducting and withholding any amount in respect of any payment pursuant to this Section 2.3(a) shall (i) furnish to the Person in respect of which such payment is made, the original or certificated copy of a receipt issued by such Governmental Authority evidencing such payment within ten (10) Business Days of receipt of such receipt, (ii) notify the Person in respect of whom such payment is made, no later than five (5) Business Days prior to making such payment, of its intention to withhold, which notice shall include a statement of the amounts it intends to deduct or withhold and the applicable provision of Law requiring such deduction or withholding and (iii) reasonably cooperate with the Person in respect of which such payment is made to reduce or eliminate such deduction or withholding. (b) Following the Closing, Seller and Purchaser shall collaborate and make commercially reasonable efforts to agree on an allocation schedule(s) of the Purchase Price and the liabilities assumed by the Purchaser among the applicable jurisdictions or domicile of the Purchased Assets. If the Purchaser and the Seller are unable to agree on the allocation within the forty-five

Purchase Price and Allocation. (a) The aggregate purchase price for the Canada Assets shall be the Allocated Price designated for the Canada Assets as set forth in Section 2.02(b)(ii) of the MTA (the “Canada Purchase Price”), plus the agreed value of the Assumed Liabilities as set out in the Allocation Schedule, plus, subject to Section 5.06 of this Agreement, applicable Taxes. The Canada Purchase Price shall be paid and is subject to adjustment in accordance with the terms of the MTA. (b) Within 90 days after the Canada Closing Date, Buyer shall deliver a schedule allocating the Canada Purchase Price (including the amount of any Assumed Liabilities treated as consideration for the Purchased Canada Assets for Tax purposes) to and among the Canada Assets and the Assumed Liabilities and (the covenants of the Seller contained in this Agreement shall be fifty million U.S. dollars ($50,000,000“Allocation Schedule”). The Purchaser and its Affiliates Allocation Schedule prepared by Buyer shall be entitled deemed final unless Seller or the Company notifies Buyer in writing that Seller or the Company objects to deduct from any amount otherwise payable pursuant one or more items reflected in the Allocation Schedule within 30 days after delivery of the Allocation Schedule to this Agreement any Seller or the Company; provided, however, that no amounts required to be withheld and deducted under the Code or other applicable Tax Law and any amounts so deducted shall be treated as having been paid allocated to (i) accounts receivable in excess of the Person book value thereof on the Canada Closing Date; or (ii) inventory or Tangible Personal Property in excess of the fair market values thereof on the Canada Closing Date. In the event of any such objection, the Company and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if the Company and Buyer are unable to resolve any dispute with respect to which the Allocation Schedule within 30 days after the delivery of the Allocation Schedule to Seller or the Company, such withholding or deduction was imposed and dispute shall be remitted resolved by the Independent Accounting Firm or, if the Independent Accounting Firm is unable to serve, another impartial nationally recognized firm of independent certified public accountants mutually appointed by Buyer and the appropriate Governmental Authority on a timely basisCompany. Any Person deducting and withholding any amount in respect of any payment pursuant to this Section 2.3(a) shall (i) furnish to the Person in respect of which such payment is made, the original or certificated copy of a receipt issued by such Governmental Authority evidencing such payment within ten (10) Business Days of receipt of such receipt, (ii) notify the Person in respect of whom such payment is made, no later than five (5) Business Days prior to making such payment, of its intention to withhold, which notice shall include a statement The decision of the amounts it intends to deduct or withhold Independent Accounting Firm shall be final and binding upon the applicable provision of Law requiring such deduction or withholding and (iii) reasonably cooperate with the Person in respect of which such payment is made to reduce or eliminate such deduction or withholding. (b) Following the ClosingCompany, Seller and Purchaser shall collaborate Buyer, and make commercially reasonable efforts to agree on an allocation schedule(s) the decision of the Purchase Price Independent Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. In the liabilities assumed by event the Purchaser among Company and Buyer submit any such dispute to the applicable jurisdictions or domicile Independent Accounting Firm for resolution, the Company and Buyer shall each pay their own costs and expenses incurred under this Section 2.05 and one-half of the Purchased Assetsfees and costs of the Independent Accounting Firm. If Seller and Buyer agree to file their respective Tax Returns in accordance with the Purchaser and Allocation Schedule. Neither Seller nor Buyer shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Seller are unable Allocation Schedule unless required to agree on the allocation within the forty-fivedo so by applicable Law.

Purchase Price and Allocation. (aA) The aggregate purchase price (the “Purchase Price”) for the Purchased Assets (the "Purchase Price") shall be, exclusive of applicable sales and transfer taxes, U.S. Thirty-Five Million Dollars (US$35,000,000), subject to the adjustments set forth in Section 5(C), plus the assumption of the Assumed Liabilities. (B) Buyer shall satisfy the Purchase Price at Closing by the assumption of the Assumed Liabilities and the covenants of the Seller contained in this Agreement shall be fifty million U.S. dollars ($50,000,000). The Purchaser and its Affiliates shall be entitled to deduct from any amount otherwise payable pursuant to this the Assignment and Assumption Agreement any amounts required and by payment to be withheld and deducted under the Code or other applicable Tax Law and any amounts so deducted shall be treated as having been paid Optimal of U.S. Thirty-Five Million Dollars (US$35,000,000) by wire transfer in immediately available funds to the Person with respect bank accounts of Optimal as per written instructions of Seller given to which such withholding or deduction was imposed and shall be remitted to the appropriate Governmental Authority on a timely basis. Any Person deducting and withholding any amount in respect of any payment pursuant to this Section 2.3(a) shall Buyer at least two (i) furnish to the Person in respect of which such payment is made, the original or certificated copy of a receipt issued by such Governmental Authority evidencing such payment within ten (10) Business Days of receipt of such receipt, (ii) notify the Person in respect of whom such payment is made, no later than five (52) Business Days prior to making such payment, of its intention to withhold, which notice shall include a statement of the amounts it intends to deduct or withhold and the applicable provision of Law requiring such deduction or withholding and (iii) reasonably cooperate with the Person in respect of which such payment is made to reduce or eliminate such deduction or withholdingClosing. (bC) Following The Purchase Price shall be allocated among (i) Optimal Corp., Optimal Inc. and Optimal Plc., as sellers, and (ii) the ClosingPurchased Assets and Assumed Liabilities, Seller in each case, as relected in the Closing Balance Sheet, and Purchaser shall collaborate and make commercially reasonable efforts to agree on an allocation schedule(sgoodwill. Ninety percent (90%) of the difference between Purchase Price and the liabilities assumed by the Purchaser amounts allocated among the applicable jurisdictions Purchased Assets reflected in the Closing Balance Sheet shall be allocated to goodwill of Optimal Inc. and the remaining ten percent (10%) shall be allocated to goodwill of Optimal Corp. Seller and Buyer shall be bound by such allocation for all purposes, shall prepare and file (or domicile cause to be prepared and filed) all tax returns in a manner consistent with such allocations, including Internal Revenue's Form 8594, and shall not take any position inconsistent with such allocation in any Tax return, proceeding before any Governmental Authority or otherwise without the prior written consent of the Purchased Assetsother parties to this Agreement or unless specifically required pursuant to a determination by an applicable Tax Authority. If Had the Purchaser and Closing occurred on December 31, 2003, the Seller are unable to parties agree on that the allocation within Purchase Price would have been allocated as set forth in Schedule 4(C) of the forty-fiveDisclosure Schedule.

Purchase Price and Allocation. (a) The aggregate purchase price for the CTP Assets shall be the Allocated Price designated for the CTP Assets as set forth in Section 2.02(b)(i) of the MTA (the “CTP Purchase Price”) for ), plus the Purchased Assets and assumption of the Assumed Liabilities Liabilities. The CTP Purchase Price shall be paid and is subject to adjustment in accordance with the covenants terms of the Seller contained in this Agreement shall be fifty million U.S. dollars ($50,000,000). The Purchaser and its Affiliates shall be entitled to deduct from any amount otherwise payable pursuant to this Agreement any amounts required to be withheld and deducted under the Code or other applicable Tax Law and any amounts so deducted shall be treated as having been paid to the Person with respect to which such withholding or deduction was imposed and shall be remitted to the appropriate Governmental Authority on a timely basis. Any Person deducting and withholding any amount in respect of any payment pursuant to this Section 2.3(a) shall (i) furnish to the Person in respect of which such payment is made, the original or certificated copy of a receipt issued by such Governmental Authority evidencing such payment within ten (10) Business Days of receipt of such receipt, (ii) notify the Person in respect of whom such payment is made, no later than five (5) Business Days prior to making such payment, of its intention to withhold, which notice shall include a statement of the amounts it intends to deduct or withhold and the applicable provision of Law requiring such deduction or withholding and (iii) reasonably cooperate with the Person in respect of which such payment is made to reduce or eliminate such deduction or withholdingMTA. (b) Following Within 90 days after the ClosingCTP Closing Date, Seller Buyer shall deliver a schedule allocating the CTP Purchase Price (including any Assumed Liabilities treated as consideration for the CTP Assets for Tax purposes) to and Purchaser among the CTP Assets (the “Allocation Schedule”). The Allocation Schedule shall collaborate and make commercially reasonable efforts to agree on an allocation schedule(s) be prepared in accordance with Section 1060 of the Purchase Price and Code. The Allocation Schedule prepared by Buyer shall be deemed final unless the liabilities assumed by Company or CTP notifies Buyer in writing that the Purchaser among Company or CTP objects to one or more items reflected in the applicable jurisdictions or domicile Allocation Schedule within 30 days after delivery of the Purchased AssetsAllocation Schedule to the Company or CTP. If In the Purchaser event of any such objection, the Company and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if the Seller Company and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within 30 days after the delivery of the Allocation Schedule to CTP or the Company, such dispute shall be resolved by the Independent Accounting Firm or, if the Independent Accounting Firm is unable to serve, another impartial nationally recognized firm of independent certified public accountants mutually appointed by Buyer and the Company. The decision of the Independent Accounting Firm shall be final and binding upon the Company and Buyer, and the decision of the Independent Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. In the event the Company and Buyer submit any such dispute to the Independent Accounting Firm for resolution, the Company and Buyer shall each pay their own costs and expenses incurred under this Section 2.05 and one-half of the fees and costs of the Independent Accounting Firm. CTP and Buyer agree on to file their respective IRS Forms 8594 and all federal, state and local Tax Returns in accordance with the allocation within Allocation Schedule. Neither CTP nor Buyer shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the forty-fiveAllocation Schedule unless required to do so by applicable Law.

Purchase Price and Allocation. (a) The aggregate purchase price initial Purchase Price (as it may be adjusted pursuant to Section 3.1(b) below, "the “Initial Purchase Price”") for shall be $41,592,000 and shall be allocated among the Purchased Assets as set forth below. The Initial Purchase Price shall be subject to adjustment after the Closing in the manner described in Sections 3.3 and 3.4 hereof (as so adjusted in accordance with such sections, the "Purchase Price".) The Seller and the Assumed Liabilities Purchaser shall, and the covenants shall cause each of the Seller contained in this Agreement shall be fifty million U.S. dollars their respective affiliates, to ($50,000,000). The Purchaser i) prepare and its Affiliates shall be entitled to deduct from any amount otherwise payable pursuant to this Agreement any amounts file all statements or other information required to be withheld and deducted under furnished to any tax authority pursuant to section 1060 of the Code and Treasury regulations or other applicable Tax Law tax law in a manner consistent with such allocations and any amounts so deducted shall be treated as having been paid to the Person with respect to which such withholding or deduction was imposed and shall be remitted to the appropriate Governmental Authority on a timely basis. Any Person deducting and withholding any amount in respect of any payment pursuant to this Section 2.3(a) shall (i) furnish to the Person in respect of which such payment is made, the original or certificated copy of a receipt issued by such Governmental Authority evidencing such payment within ten (10) Business Days of receipt of such receipt, (ii) notify the Person prepare all tax returns required to be filed by them in respect of whom a manner consistent with such payment is madeallocations, no later than five (5) Business Days prior and shall not take any position contrary to making such payment, of its intention to withhold, which notice shall include a statement of the amounts it intends to deduct or withhold and the applicable provision of Law requiring such deduction or withholding and (iii) reasonably cooperate with the Person in respect of which such payment is made to reduce or eliminate such deduction or withholdingallocations. (b) Following No later than 3 business days before the Closingthen scheduled Closing Date, Seller and the Purchaser shall collaborate and make commercially reasonable efforts deliver to agree on an allocation schedule(s) the Seller its estimate of the Purchase Price Vehicle Adjustment Amount, together with reasonable supporting documentation identifying the specific Vehicles and the liabilities assumed by specific alleged body or other deficiencies in question. From and after the date hereof and prior to its delivery of such estimate of the Vehicle Adjustment Amount, if any, to the Seller, the Purchaser among shall promptly notify the applicable jurisdictions or domicile Seller in writing of any Vehicles which it intends to include in its estimate of the Purchased AssetsVehicle Adjustment Amount, and the alleged body of other deficiencies with respect to such Vehicle. The Purchaser's estimate of the Vehicle Adjustment Amount shall be reasonably acceptable to the Seller and, if it is not, the Purchaser and the Seller shall negotiate in good faith for a period of at least 5 business days to definitively establish the Vehicle Adjustment Amount. If the Purchaser and the Seller are unable to so agree on any Vehicle Adjustment Amount during such period, their dispute with respect thereto shall be submitted to binding arbitration with a single arbitrator, to be mutually selected by the allocation within parties, under the forty-fiverules of the American Arbitration Association (or such other rules as the parties may agree to establish), and the decision of such arbitrator shall be final, binding and conclusive upon the Purchaser and the Seller with respect to the Vehicle Adjustment Amount.