Common use of Tax Allocation Clause in Contracts

Tax Allocation. If XXXXX shall have an election in effect under Section 754 of the Code for the taxable year of XXXXX that includes the Closing Date, then as promptly as practicable, but in no event later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Valuation Statement”) valuing the assets of XXXXX for purposes of (i) Treasury Regulation Section 1.743-1(d)(2) in determining Purchaser’s adjustment to the federal income tax basis of the assets of XXXXX and for purposes of performing Purchaser’s obligations pursuant to section 3 of Exhibit F to the XXXXX LLC Agreement, and (ii) Treasury Regulation Section 1.751-1(a)(2) in determining the character of Seller’s gain or loss, as the case may be, for federal income tax purposes in respect of the transactions contemplated by this Agreement. Seller shall have fifteen (15) days to review the Valuation Statement and shall notify Purchaser of any disputes with the valuation as set forth in the Valuation Statement. Seller and Purchaser shall negotiate in good faith to resolve any such dispute before the date that is sixty (60) days before the due date of the tax returns that reflect the valuation. If Seller and Purchaser cannot resolve the disputed valuation before such date, then Seller and Purchaser shall refer the dispute to PricewaterhouseCoopers LLP (the “Accounting Referee”) to review and to determine the proper valuation (it being understood that in making such determination, the Accounting Referee shall be functioning as an expert and not as an arbitrator). The Accounting Referee shall deliver to Seller and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a determination of the valuation. This determination will be binding on the Parties and all tax returns filed by Purchaser, Seller and each of their Affiliates shall be prepared consistently with such valuation. The cost of such review and report shall be borne by Purchaser. Seller and Purchaser shall use commercially reasonable efforts to ensure that the Valuation Statement is not disputed by XXXXX.

Tax Allocation. If XXXXX (a) The Purchase Price (plus assumed liabilities to the extent properly taken into account under the Code and the Treasury regulations promulgated thereunder), shall have an election be allocated among the Assets of the Company in effect under accordance with Section 754 1060 of the Code for and the taxable year of XXXXX that includes Treasury regulations promulgated thereunder, as agreed upon by the Closing Date, then as promptly as practicable, but in no event later than Buyer and Sellers within sixty (60) days after the Closing DateClosing, Purchaser shall prepare which agreement will be based on an independent appraisal, and deliver to Seller a statement which may be revised in accordance with the following sentence (the “Valuation StatementAllocation”). The Buyer and Sellers’ Representative agree to revise the Allocation to reflect any Contingent Payments, Non-US Licensing Earn-Out Payments and Run Rate Contingent Payments made pursuant to Section 1.04 above (in each case, excluding any amounts properly characterized as interest for federal income Tax purposes). (b) valuing To the assets extent Buyer and Sellers’ Representative cannot agree on how to prepare or revise the Allocation in accordance with Section 1.06(a) hereof, then the Buyer and the Sellers’ Representative shall attempt to determine an appropriate Allocation, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If the Sellers’ Representative and the Buyer are unable to reach a resolution with such effect within 20 Business Days, the Sellers’ Representative and the Buyer shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within 30 Business Days after such submission, determine and report to the Sellers’ Representative and the Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on the Sellers and the Buyer. The fees and disbursements of XXXXX for purposes the Independent Accounting Firm shall be allocated between the Sellers’ Representative and the Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (c) The Buyer and the Sellers’ Representative agree to (i) Treasury Regulation Section 1.743-1(d)(2be bound by the Allocation, (ii) act in determining Purchaser’s adjustment to accordance with the Allocation in the preparation of all financial statements and the filing of all Tax Returns (including filing Form 8594 with their United States federal income tax basis Tax Return for the taxable year that includes the date of the assets Closing) and in the course of XXXXX and for purposes of performing Purchaser’s obligations pursuant to section 3 of Exhibit F to the XXXXX LLC Agreementany Tax audit, Tax review or Tax litigation relating thereto, and (iiiii) Treasury Regulation Section 1.751-1(a)(2) in determining the character of Seller’s gain or loss, as the case may be, for federal income tax purposes in respect of the transactions contemplated by this Agreement. Seller shall have fifteen (15) days take no position and cause their Affiliates to review the Valuation Statement and shall notify Purchaser of any disputes take no position inconsistent with the valuation as set forth in Allocation for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to an agreement with the Valuation Statement. Seller and Purchaser shall negotiate in good faith to resolve any such dispute before the date that is sixty (60) days before the due date of the tax returns that reflect the valuation. If Seller and Purchaser cannot resolve the disputed valuation before such date, then Seller and Purchaser shall refer the dispute to PricewaterhouseCoopers LLP (the “Accounting Referee”) to review and to determine the proper valuation (it being understood that in making such determination, the Accounting Referee shall be functioning as an expert and not as an arbitrator). The Accounting Referee shall deliver to Seller and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a determination of the valuation. This determination will be binding on the Parties and all tax returns filed by Purchaser, Seller and each of their Affiliates shall be prepared consistently with such valuation. The cost of such review and report shall be borne by Purchaser. Seller and Purchaser shall use commercially reasonable efforts to ensure that the Valuation Statement is not disputed by XXXXXIRS.

Tax Allocation. If XXXXX Sellers and Buyer shall allocate that portion of the Aggregate Purchase Price allocated to Mission US among the assets and liabilities of Mission US in accordance with Section 1060 of the Code, and such allocation shall be binding on the parties for all Tax purposes. Sellers and Buyer shall allocate a portion of the Aggregate Purchase Price to the Mission UK Shares, subject to a maximum amount of $7,500,000 in respect of such allocation. In addition, but subject to the foregoing, Sellers and Buyer shall allocate the Aggregate Purchase Price under this Agreement and the aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, within sixty (60) days after Closing, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have an election fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in effect under Section 754 of good faith to resolve the Code for disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the taxable year of XXXXX that includes Independent Accountant. The Independent Accountant shall be directed to render a written report on the Closing Date, then unresolved disputed items as promptly as practicable, but in no event later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Valuation Statement”) valuing the assets of XXXXX for purposes of (i) Treasury Regulation Section 1.743-1(d)(2) in determining Purchaser’s adjustment to the federal income tax basis of the assets of XXXXX and for purposes of performing Purchaser’s obligations pursuant to section 3 of Exhibit F to the XXXXX LLC Agreement, and (ii) Treasury Regulation Section 1.751-1(a)(2) in determining the character of Seller’s gain or loss, as the case may be, for federal income tax purposes in respect of the transactions contemplated by this Agreement. Seller shall have fifteen (15) days to review the Valuation Statement and shall notify Purchaser of any disputes with the valuation as set forth in the Valuation Statement. Seller and Purchaser shall negotiate in good faith to resolve any such dispute before the date that is sixty (60) days before the due date of the tax returns that reflect the valuation. If Seller and Purchaser cannot resolve the disputed valuation before such date, then Seller and Purchaser shall refer the dispute to PricewaterhouseCoopers LLP (the “Accounting Referee”) to review and to determine the proper valuation (it being understood that in making such determination, the Accounting Referee shall be functioning as an expert and not as an arbitrator). The Accounting Referee shall deliver to Seller and Purchaser, as promptly as practicable (but in any case no later longer than thirty (30) days from after such submission to the date of engagement Independent Accountant, and to resolve only those unresolved disputed items set forth in the objection notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the Accounting Referee), a determination of the valuation. This determination will dispute shall be final and binding on the Parties and all tax returns filed by Purchaser, Seller and each of their Affiliates shall be prepared consistently with such valuationparties hereto. The cost fees and expenses of such review and report the Independent Accountant shall be borne by PurchaserSellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. Seller The parties agree that such allocations will be established by arms' length negotiation between Sellers and Purchaser Buyer. The parties shall, and shall use commercially reasonable efforts cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to ensure take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that the Valuation Statement is not disputed inconsistent with such allocation unless required to do so by XXXXX.Law. ARTICLE III

Tax Allocation. If XXXXX shall have an election The Adjusted Closing Payment payable to Seller, together with all assumed liabilities and other capitalized costs for federal income Tax purposes, will be allocated among the Companies and the assets of the Companies for all Tax purposes in effect under accordance with Section 754 1060 of the Code for and the taxable year of XXXXX that includes Treasury Regulations promulgated thereunder and the Closing Date, then as promptly as practicable, but in no event later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement methodology (the “Valuation StatementAllocation Methodology”) valuing the assets of XXXXX for purposes of (i) Treasury Regulation Section 1.743-1(d)(2) in determining Purchaser’s adjustment to the federal income tax basis of the assets of XXXXX and for purposes of performing Purchaser’s obligations pursuant to section 3 of Exhibit F to the XXXXX LLC Agreement, and (ii) Treasury Regulation Section 1.751-1(a)(2) in determining the character of Seller’s gain or loss, as the case may be, for federal income tax purposes in respect of the transactions contemplated by this Agreement. Seller shall have fifteen (15) days to review the Valuation Statement and shall notify Purchaser of any disputes with the valuation as set forth in the Valuation Statement. Seller and Purchaser shall negotiate in good faith to resolve any such dispute before the date that is sixty (60) days before the due date of the tax returns that reflect the valuation. If Seller and Purchaser cannot resolve the disputed valuation before such date, then Seller and Purchaser shall refer the dispute to PricewaterhouseCoopers LLP on Schedule 7.6 (the “Accounting RefereeAllocation”) to review and to determine the proper valuation (it being understood that in making such determination, the Accounting Referee shall be functioning as an expert and not as an arbitrator). The Accounting Referee shall deliver to Seller and Purchaser, as promptly as practicable (but in any case no No later than thirty (30) days from after the date of engagement of the Accounting Referee), a determination of the valuationfinal determination of the Adjusted Closing Payment pursuant to Section 2.4, Purchaser will provide Seller with a draft schedule of the Allocation prepared in accordance with the Allocation Methodology (the “Draft Allocation Schedule”). This determination will be binding If Seller objects to any item on the Parties and all tax returns filed by Purchasersuch Draft Allocation Schedule, Seller and each shall, within thirty (30) days after delivery of their Affiliates such Draft Allocation Schedule, notify Purchaser in writing that Seller so objects, describing with reasonable detail any such item, including the factual or legal basis for any such objection. If a notice of objection shall be prepared consistently with such valuation. The cost of such review duly delivered, Purchaser and report Seller shall be borne by Purchaser. Seller negotiate in good faith and Purchaser shall use their commercially reasonable efforts to ensure that the Valuation Statement resolve such items. If such notice of objection is not so duly delivered, or if Purchaser and Seller are able to agree on a resolution on all disputed items in the Draft Allocation Schedule, then the Draft Allocation Schedule, as initially prepared by XXXXXPurchaser pursuant to this Section 7.6 or as modified in accordance with such resolution, shall be the final determination of the Allocation (the “Final Allocation Schedule”). If Purchaser and Seller are unable to agree on a resolution to any disputed items within ten (10) Business Days after the expiration of the foregoing thirty (30) day period, such unresolved disputed items shall be submitted to the Accountant for resolution in accordance with the dispute resolution procedures set forth in Section 2.4, mutatis mutandis (provided that, any fees and expenses of the Accountant incurred in connection with the determination of the Final Allocation Schedule pursuant to this Section 7.6 shall be borne 50% by Purchaser and 50% by the Seller), which resolution shall be made in accordance with the provisions of the first sentence of this Section 7.6, shall be limited to the remaining unresolved disputed items and shall be conclusive and binding upon the Parties. In such case, the Draft Allocation Schedule, as modified by the Accountant in accordance with the immediately preceding sentence, shall be the Final Allocation Schedule.

Tax Allocation. If XXXXX Sellers and Buyer shall allocate that portion of the Aggregate Purchase Price allocated to Mission US among the assets and liabilities of Mission US in accordance with Section 1060 of the Code, and such allocation shall be binding on the parties for all Tax purposes. Sellers and Buyer shall allocate a portion of the Aggregate Purchase Price to the Mission UK Shares, subject to a maximum amount of $7,500,000 in respect of such allocation. In addition, but subject to the foregoing, Sellers and Buyer shall allocate the Aggregate Purchase Price under this Agreement and the aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, within sixty (60) days after Closing, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have an election fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in effect under Section 754 of good faith to resolve the Code for disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the taxable year of XXXXX that includes Independent Accountant. The Independent Accountant shall be directed to render a written report on the Closing Date, then unresolved disputed items as promptly as practicable, but in no event later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Valuation Statement”) valuing the assets of XXXXX for purposes of (i) Treasury Regulation Section 1.743-1(d)(2) in determining Purchaser’s adjustment to the federal income tax basis of the assets of XXXXX and for purposes of performing Purchaser’s obligations pursuant to section 3 of Exhibit F to the XXXXX LLC Agreement, and (ii) Treasury Regulation Section 1.751-1(a)(2) in determining the character of Seller’s gain or loss, as the case may be, for federal income tax purposes in respect of the transactions contemplated by this Agreement. Seller shall have fifteen (15) days to review the Valuation Statement and shall notify Purchaser of any disputes with the valuation as set forth in the Valuation Statement. Seller and Purchaser shall negotiate in good faith to resolve any such dispute before the date that is sixty (60) days before the due date of the tax returns that reflect the valuation. If Seller and Purchaser cannot resolve the disputed valuation before such date, then Seller and Purchaser shall refer the dispute to PricewaterhouseCoopers LLP (the “Accounting Referee”) to review and to determine the proper valuation (it being understood that in making such determination, the Accounting Referee shall be functioning as an expert and not as an arbitrator). The Accounting Referee shall deliver to Seller and Purchaser, as promptly as practicable (but in any case no later longer than thirty (30) days from after such submission to the date of engagement Independent Accountant, and to resolve only those unresolved disputed items set forth in the objection notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the Accounting Referee), a determination of the valuation. This determination will dispute shall be final and binding on the Parties and all tax returns filed by Purchaser, Seller and each of their Affiliates shall be prepared consistently with such valuationparties hereto. The cost fees and expenses of such review and report the Independent Accountant shall be borne by PurchaserSellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. Seller The parties agree that such allocations will be established by arms' length negotiation between Sellers and Purchaser Buyer. The parties shall, and shall use commercially reasonable efforts cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to ensure take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that the Valuation Statement is not disputed inconsistent with such allocation unless required to do so by XXXXXLaw.

Tax Allocation. If XXXXX (a) No later than 30 days after the resolution of the Final Net Working Capital, Buyer shall have provide a schedule to Seller setting forth in reasonable detail an election allocation of the purchase price among the assets of the Company in effect under a manner consistent with Section 754 1060 of the Code for and the taxable year of XXXXX that includes Treasury Regulations thereunder (such allocation shall be the Closing Date, then as promptly as practicable, but in no event later than sixty “Draft Allocation”). (60b) Within 30 days after the Closing Datereceipt of the Draft Allocation, Purchaser Seller shall prepare provide notice to Buyer of any dispute as to the Draft Allocation (or any portion thereof). If Seller timely disputes the Draft Allocation (or any portion thereof), Buyer and deliver Seller shall negotiate in good faith to resolve the dispute. If Seller does not timely dispute the Draft Allocation (or any portion thereof), the Draft Allocation shall be final and binding on the Parties and if Seller timely disputes the Draft Allocation and Seller and Buyer resolve such dispute within 15 days following Seller’s notice of dispute, the Draft Allocation (as appropriately adjusted to reflect any final resolution of the dispute) shall be final and binding on the Parties (any final and binding allocation under this shall be referred to as the “Final Allocation”). (c) In the event there is a statement Final Allocation and there is an adjustment to the purchase price after the Final Allocation has been determined, Seller and Buyer shall make appropriate adjustments in accordance with the Final Allocation to reflect such adjustment (the “Valuation StatementRevised Allocation”). (d) valuing Buyer and Seller agree to file all Tax Returns (including IRS Form 8594 and any amended Tax Returns or claims for refund) in a manner consistent with the any Final Allocation (subject to necessary adjustments to reflect a Revised Allocation) and neither Buyer nor Seller will take any position inconsistent with such allocation on any Tax Return or otherwise, unless required to do so by applicable Law or a final “determination,” within the meaning of Section 1313(a)(1) of the Code (or similar provision of state or local Law); provided, however, that nothing contained herein shall prevent Seller or Buyer, after a good faith defense, from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Final Allocation or any Revised Allocation and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Final Allocation or Revised Allocation, as applicable. Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging to how the purchase price is allocated among the assets of XXXXX for purposes of the Company. (ie) Treasury Regulation Section 1.743-1(d)(2) in determining Purchaser’s adjustment Notwithstanding the foregoing, if prior to the federal income tax basis due date of a Tax Return to be filed after the assets of XXXXX and for purposes of performing Purchaser’s obligations pursuant to section 3 of Exhibit F to the XXXXX LLC AgreementClosing Date there is not a Final Allocation, and (ii) Treasury Regulation Section 1.751-1(a)(2) in determining the character of Buyer or Seller’s gain or loss, as the case may be, for federal income tax purposes in shall be entitled to take any good faith position with respect to all unresolved items as to the allocation of the transactions contemplated by this Agreement. purchase price on such Tax Return to be filed, and if on or prior to the February 10, 2018, there is not a Final Allocation, each of the Buyer and Seller shall have fifteen (15) days be entitled to review the Valuation Statement and shall notify Purchaser of take any disputes with the valuation as set forth in the Valuation Statement. Seller and Purchaser shall negotiate in good faith position with respect to resolve any such dispute before all unresolved items as to the date that is sixty (60) days before the due date allocation of the tax returns that reflect the valuation. If Seller and Purchaser cannot resolve the disputed valuation before such datepurchase price on any Tax Return to be filed after February 10, then Seller and Purchaser shall refer the dispute to PricewaterhouseCoopers LLP (the “Accounting Referee”) to review and to determine the proper valuation (it being understood that in making such determination, the Accounting Referee shall be functioning as an expert and not as an arbitrator). The Accounting Referee shall deliver to Seller and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a determination of the valuation. This determination will be binding on the Parties and all tax returns filed by Purchaser, Seller and each of their Affiliates shall be prepared consistently with such valuation. The cost of such review and report shall be borne by Purchaser. Seller and Purchaser shall use commercially reasonable efforts to ensure that the Valuation Statement is not disputed by XXXXX2018.

Tax Allocation. If XXXXX shall have an election in effect under All amounts constituting consideration within the meaning of, and for the purposes of, Section 754 1060 of the Code for and the taxable year regulations thereunder shall be allocated among the Acquired Assets and any other assets or rights acquired by Buyer hereunder in the manner required by Section 1060 of XXXXX that includes the Closing Date, then as promptly as practicable, but in no event Code and the regulations thereunder and all applicable Laws. No later than sixty ninety (6090) calendar days after Buyer and the Sellers reach final agreement on the Final Closing DateDate Statement, Purchaser Buyer shall prepare and deliver to Seller provide Holder with a statement proposed schedule (the “Valuation StatementAllocation Schedule”) valuing allocating all such amounts as provided herein. The Allocation Schedule shall become final and binding on the assets of XXXXX for purposes of (i) Treasury Regulation Section 1.743-1(d)(2) in determining Purchaser’s adjustment to the federal income tax basis of the assets of XXXXX and for purposes of performing Purchaser’s obligations pursuant to section 3 of Exhibit F to the XXXXX LLC Agreement, and (ii) Treasury Regulation Section 1.751-1(a)(2) in determining the character of Seller’s gain or loss, as the case may be, for federal income tax purposes in respect of the transactions contemplated by this Agreement. Seller shall have Parties fifteen (15) calendar days after Buyer provides such schedule to review Holder, unless Holder objects in writing to Buyer, specifying the Valuation Statement basis for its objection and preparing an alternative allocation. If Holder does object, Buyer and Holder shall notify Purchaser of any disputes with the valuation as set forth in the Valuation Statement. Seller and Purchaser shall negotiate in good faith attempt to resolve any such dispute before the date that is sixty (60) days before the due date of the tax returns that reflect the valuation. If Seller and Purchaser cannot resolve the disputed valuation before such date, then Seller and Purchaser shall refer the dispute to PricewaterhouseCoopers LLP within fifteen (the “Accounting Referee”15) to review and to determine the proper valuation (it being understood that in making calendar days of receipt by Buyer of written notice of Holder’s objection. Any such determination, the Accounting Referee resolution shall be functioning as an expert final and not as an arbitrator). The Accounting Referee shall deliver to Seller and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a determination of the valuation. This determination will be binding on the Parties. Any unresolved disputes shall be promptly submitted to an independent accounting firm selected in the manner described in Section 3.3(a) for determination, which determination shall be final and binding on the Parties. Buyer and Holder will each pay one-half of the fees and expenses of the independent accounting firm. The Parties shall cooperate with each other and the independent accounting firm in connection with the matters contemplated by this Section 3.5, including by furnishing such information and access to books, records (including accountants work papers), personnel and properties as may be reasonably requested. Each of the Parties agrees to (a) prepare and timely file all Tax Returns, including IRS Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule as finalized and (b) act in accordance with the Allocation Schedule for all tax returns filed by Purchaser, Seller and each of their Affiliates shall be prepared consistently with such valuationpurposes. The cost Parties will revise the Allocation Schedule to the extent necessary to reflect any subsequent adjustments to the Purchase Price, including those in respect of payments made under Article XV hereof. In the case of any such payment, Buyer shall propose a revised Allocation Schedule, and the Parties shall follow the procedures described above with respect to review, dispute and resolution in respect of such review and report shall be borne by Purchaser. Seller and Purchaser shall use commercially reasonable efforts to ensure that the Valuation Statement is not disputed by XXXXXrevision.

Tax Allocation. If XXXXX (i) The parties agree that the Purchase Price (plus the Assumed Liabilities and other relevant items) shall have an election in effect under Section 754 be allocated among the Purchased Assets for Tax purposes as shown on the allocation schedule (the “Allocation Schedule”). For the avoidance of doubt, the Noncompete Consideration will be allocated to the respective recipients thereof. (ii) It is the intention of Buyer and Seller that the percentage of the Code for Premium that will be subject to capital gains taxes (as opposed to income taxes) (the taxable year “Capital Gains Percentage”) will equal 90% of XXXXX that includes the Closing DatePremium (the “Minimum Capital Gains Percentage”). If the Capital Gains Portion is less than the Minimum Capital Gains Percentage, then the Purchase Price shall be increased by the “Additional Purchase Price”, which shall be calculated in accordance with the formulas directly below, provided that the Additional Purchase Price shall not exceed the amount set forth on Schedule 2(h)(ii) (the “Additional Purchase Price Cap”). The entire Additional Purchase Price shall be allocated to goodwill, and shall be treated as promptly as practicablea Purchase Price component separate from and in addition to Work in Progress and Premium. (Minimum Capital Gains Percentage * Premium) – (Capital Gains Percentage * Premium) = Capital Gains Shortfall (Capital Gains Shortfall * Income Tax Rate) – (Capital Gains Shortfall * Capital Gains Tax Rate) = Additional Purchase Price (iii) The Allocation Schedule shall set forth the Capital Gains Percentage and shall include a calculation of the Additional Purchase Price (if any) or a statement that no Additional Purchase Price is due. Seller and Buyer agree that the “Income Tax Rate” equals 29.6% and the “Capital Gains Tax Rate” equals 20%. (iv) Buyer may provide a preliminary Allocation Schedule to Seller at or prior to Closing (the “Preliminary Allocation Schedule”), but in no event later than all events Buyer shall deliver the Allocation Schedule within sixty (60) days after the Closing Date, Purchaser . Buyer shall prepare and deliver be obligated to Seller a statement pay the Additional Purchase Price (the “Valuation Statement”if any) valuing the assets of XXXXX for purposes of within ten (i10) Treasury Regulation Section 1.743-1(d)(2) in determining Purchaser’s adjustment to the federal income tax basis Business Days after delivery of the assets Allocation Schedule. (v) At Closing, the Break-Up Fee Letter of XXXXX Credit (as defined below) shall be changed to an amount equal to (or replaced with a new letter of credit in such amount) (1) if Buyer provided a Preliminary Allocation Schedule, the amount of the Additional Purchase Price set forth therein or (2) if Buyer did not provide a Preliminary Allocation Schedule, the Additional Purchase Price Cap. If Buyer does not timely pay the Additional Purchase Price, and for purposes does not cure such failure after application and expiration of performing Purchaser’s obligations pursuant to section 3 of Exhibit F to the XXXXX LLC all applicable notice and cure periods provided in this Agreement, and (ii) Treasury Regulation Section 1.751-1(a)(2) in determining the character of Seller’s gain or loss, as the case may be, for federal income tax purposes in respect of the transactions contemplated by this Agreement. then Seller shall have fifteen the right to pursue its rights and remedies in accordance with Section 11. (15vi) days Seller and Buyer each agree to review file IRS Form 8594 in accordance with the Valuation Statement Allocation Schedule, and shall notify Purchaser not to take or cause to be taken any position or other action inconsistent with this the Allocation Schedule for any Tax reporting purpose, upon examination of any disputes Tax Return, in any claim for refund, or in any litigation, investigation or otherwise, unless otherwise required by a determination (within the meaning of Code Section 1313(a) or any corresponding or similar provision of state or local law). (vii) Any adjustments to the Purchase Price pursuant to Section 2(g) or as otherwise provided in this Agreement shall be allocated in a manner consistent with the valuation as set forth in the Valuation Statement. Seller and Purchaser shall negotiate in good faith to resolve any such dispute before the date that is sixty (60) days before the due date of the tax returns that reflect the valuation. If Seller and Purchaser cannot resolve the disputed valuation before such date, then Seller and Purchaser shall refer the dispute to PricewaterhouseCoopers LLP (the “Accounting Referee”) to review and to determine the proper valuation (it being understood that in making such determination, the Accounting Referee shall be functioning as an expert and not as an arbitrator). The Accounting Referee shall deliver to Seller and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a determination of the valuation. This determination will be binding on the Parties and all tax returns filed by Purchaser, Seller and each of their Affiliates shall be prepared consistently with such valuation. The cost of such review and report shall be borne by Purchaser. Seller and Purchaser shall use commercially reasonable efforts to ensure that the Valuation Statement is not disputed by XXXXXAllocation Schedule.