Common use of Tax Treatment; Allocation Clause in Contracts

Tax Treatment; Allocation. (a) For federal (and any applicable state, local and foreign) income tax purposes, Purchaser and Seller recognize that, and agree to treat, the sale of the LLC Interests hereunder as a sale by Seller to Purchaser of all of Susanville's assets. Purchaser shall prepare an allocation of the Purchase Price (and all other capitalized costs) among all of Susanville's assets in accordance with Section 1060 of the Code, and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocation shall be binding on the parties hereto. (b) Purchaser shall deliver such allocation to Seller and NEI within sixty (60) days after the Closing Date. (c) In the event Seller or NEI reasonably objects to the manner in which the allocation has been prepared, Seller or NEI shall notify Purchaser within twenty-one (21) days of receipt of the allocation statement of such objection, and the parties hereto (and NEI) shall endeavor in good faith to resolve such dispute within the next five (5) Business Days. If the Parties (and NEI) are unable to resolve such dispute within such five (5) Business Day period, Purchaser and Seller (and NEI under the terms of the NEI Purchase Agreement) shall submit such dispute to a mutually satisfactory partner from a nationally recognized independent accounting firm that is mutually agreeable to, and not the regular accounting firm of, Purchaser, Seller or NEI who shall act as arbitrator (the "CPA Firm"). The arbitrator shall promptly determine (based solely on representations of Purchaser and Seller (and NEI) and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the allocation statement shall be conclusive and binding upon the parties. Fifty percent (50%) of the costs and expenses of the arbitrator shall be borne by Purchaser, and the LLC Percentage multiplied by the remainder of such costs and expenses shall be borne by Seller. Purchaser and Seller and their Affiliates shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Neither Purchaser nor Seller shall take any position (whether in audits, Tax Returns or otherwise) which is inconsistent with such allocation unless required to do so by applicable law. All notices and material correspondence with respect to the resolution or arbitration of such dispute shall be provided to NEI and NEI shall have the right to fully participate in the process to resolve such objection. Such allocation shall be made in accordance with the regulations promulgated under the Code as reasonably determined by the CPA Firm. The tax allocation determined under this Agreement shall be the same tax allocation as determined under the NEI Purchase Agreement and the CPA Firm selected as provided in this Section shall be the same nationally recognized independent accounting firm selected under the NEI Purchase Agreement.

Tax Treatment; Allocation. (a) For federal (and any applicable state, local and foreign) income tax purposes, Purchaser and Seller recognize that, and agree to treat, the sale of the LLC Interests hereunder as a sale by Seller to Purchaser of all of Susanville's ’s assets. Purchaser shall prepare an allocation of the Purchase Price (and all other capitalized costs) among all of Susanville's ’s assets in accordance with Section 1060 of the Code, and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocation shall be binding on the parties hereto. (b) Purchaser shall deliver such allocation to Seller and NEI Renegy within sixty (60) days after the Closing Date. (c) In the event Seller or NEI Renegy reasonably objects to the manner in which the allocation has been prepared, Seller or NEI Renegy shall notify Purchaser within twenty-one (21) days of receipt of the allocation statement of such objection, and the parties hereto (and NEIRenegy) shall endeavor in good faith to resolve such dispute within the next five (5) Business Days. If the Parties (and NEIRenegy) are unable to resolve such dispute within such five (5) Business Day period, Purchaser and Seller (and NEI Renegy under the terms of the NEI Renegy Purchase Agreement) shall submit such dispute to a mutually satisfactory partner from a nationally recognized independent accounting firm that is mutually agreeable to, and not the regular accounting firm of, Purchaser, Seller or NEI Renegy who shall act as arbitrator (the "“CPA Firm"”). The arbitrator shall promptly determine (based solely on representations of Purchaser and Seller (and NEIRenegy) and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the allocation statement shall be conclusive and binding upon the parties. Fifty percent (50%) of the costs and expenses of the arbitrator shall be borne by Purchaser, and the LLC Percentage multiplied by the remainder of such costs and expenses shall be borne by Seller. Purchaser and Seller and their Affiliates shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Neither Purchaser nor Seller shall take any position (whether in audits, Tax Returns or otherwise) which is inconsistent with such allocation unless required to do so by applicable law. All notices and material correspondence with respect to the resolution or arbitration of such dispute shall be provided to NEI Renegy and NEI Renegy shall have the right to fully participate in the process to resolve such objection. Such allocation shall be made in accordance with the regulations promulgated under the Code as reasonably determined by the CPA Firm. The tax allocation determined under this Agreement shall be the same tax allocation as determined under the NEI Renegy Purchase Agreement and the CPA Firm selected as provided in this Section shall be the same nationally recognized independent accounting firm selected under the NEI Renegy Purchase Agreement.

Tax Treatment; Allocation. (ai) For federal (and any applicable stateThe Parties shall treat, local and foreign) for income tax Tax purposes, Purchaser and Seller recognize that, and agree to treat, the sale transactions contemplated by this Agreement in the following manner: (i) Buyer shall be treated as acquiring partnership interests of the LLC Interests hereunder Company from Sellers with respect to the Non-Exchanged Units and (2) Rollover Sellers shall be treated as contributing the Exchanged Units to Parent in exchange for Parent units in a sale by transaction pursuant to Section 351 of the Code. The Parties shall file or cause to be filed all Tax Returns in a manner consistent with such treatment and shall not voluntarily take any position inconsistent therewith upon examination of any such Tax Return, in any Proceeding or otherwise with respect to such Tax Returns. (ii) Within sixty (60) days after the payment of the Final Excess or Final Deficiency in accordance with Section 2(f), Buyer shall deliver to the Seller to Purchaser of all of Susanville's assets. Purchaser shall prepare an allocation of Representative a schedule allocating the Purchase Price (including any liabilities of the Company and all other capitalized costsitems under the Code treated as consideration for Tax purposes) among all of Susanville's assets (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 the methodology attached hereto as Exhibit C. The Allocation Schedule shall be deemed final unless the Seller Representative notifies Buyer in writing that the Seller Representative objects to one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the CodeAllocation Schedule to the Seller Representative. In the event of any such objection, the Seller Representative and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if the Treasury Regulations thereunder (Seller Representative and Buyer are unable to resolve any similar provision of state, local or foreign law, as appropriate), which allocation shall be binding on dispute with respect to the parties hereto. (b) Purchaser shall deliver such allocation to Seller and NEI Allocation Schedule within sixty (60) days after the Closing Date. (c) In delivery of the event Seller or NEI reasonably objects Allocation Schedule to the manner in which Seller Representative, such dispute shall be resolved by the allocation has been preparedIndependent Accountant, Seller or NEI shall notify Purchaser within twenty-one (21) days or, if the Independent Accountant is unable to serve, another impartial nationally recognized firm of receipt of the allocation statement of such objection, independent certified public accountants mutually appointed by Buyer and the parties hereto (and NEI) shall endeavor in good faith to resolve such dispute within the next five (5) Business Days. If the Parties (and NEI) are unable to resolve such dispute within such five (5) Business Day period, Purchaser and Seller (and NEI under the terms of the NEI Purchase Agreement) shall submit such dispute to a mutually satisfactory partner from a nationally recognized independent accounting firm that is mutually agreeable to, and not the regular accounting firm of, Purchaser, Seller or NEI who shall act as arbitrator (the "CPA Firm")Representative. The arbitrator shall promptly determine (based solely on representations of Purchaser and Seller (and NEI) and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the allocation statement shall be conclusive and binding upon the parties. Fifty percent (50%) of the costs fees and expenses of the arbitrator Independent Accountant (or such other accounting firm) shall be borne equally by PurchaserSellers, on one hand, and Buyer, on the LLC Percentage multiplied other hand. Unless otherwise required by any applicable Law, Buyer and the remainder of such costs and expenses shall be borne by Seller. Purchaser and Seller and their Affiliates shall reportRepresentative agree to utilize the values set forth in the Allocation Schedule (as finalized under this section) for all Tax purposes, act and file including all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocationfiled by each of them. Neither Purchaser Buyer nor the Seller shall Representative will voluntarily take any position (whether inconsistent therewith upon examination of any such Tax Return, in audits, Tax Returns any Proceeding or otherwise) which is inconsistent with such allocation unless required to do so by applicable law. All notices and material correspondence otherwise with respect to such Tax Returns, in each case, unless otherwise required by any applicable Law. Any adjustments to the resolution or arbitration of such dispute Purchase Price shall be provided to NEI and NEI shall have the right to fully participate allocated in the process to resolve such objection. Such allocation shall be made in accordance a manner consistent with the regulations promulgated under the Code Allocation Schedule (as reasonably determined by the CPA Firm. The tax allocation determined finalized under this Agreement shall be the same tax allocation as determined under the NEI Purchase Agreement and the CPA Firm selected as provided in this Section shall be the same nationally recognized independent accounting firm selected under the NEI Purchase Agreementsection).

Tax Treatment; Allocation. (ai) For U.S. federal (and any applicable state, local and foreign) income tax state Income Tax purposes, Purchaser and Seller recognize thatthe parties hereto agree that the transaction contemplated by this Agreement is intended to be treated as the purchase by Issuer, and agree to treat, the sale of the LLC Interests hereunder as a sale by Seller to Purchaser Newco BHF, of all of Susanville's assetsthe assets of the Company in a transaction governed by Section 1001 of the Code (or similar provision of state law). (ii) Within 60 days of the Equity Closing Date, Issuer shall provide to Parent a schedule allocating the total consideration paid by Issuer for the Transaction as finally determined pursuant to the terms of this Agreement among the assets of the Company (the “Purchase Price Allocation Schedule”), which will be prepared in accordance with the applicable provisions of the Code. Purchaser shall prepare an allocation If, within 10 days following delivery of the Purchase Price (and all other capitalized costs) among all Allocation Schedule, Parent does not notify Issuer in writing of Susanville's assets in accordance its disagreement with Section 1060 of the CodePurchase Price Allocation Schedule, and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocation Purchase Price Allocation Schedule shall be binding on the parties hereto. (b) Purchaser shall deliver final and binding. If within such allocation to Seller 10-day period Parent so notifies Issuer, Parent and NEI within sixty (60) days after the Closing Date. (c) In the event Seller or NEI reasonably objects to the manner in which the allocation has been prepared, Seller or NEI shall notify Purchaser within twenty-one (21) days of receipt of the allocation statement of such objection, and the parties hereto (and NEI) Issuer shall endeavor in good faith to resolve such dispute disagreement, and if they are able to do so shall make such revisions to the Purchase Price Allocation Schedule to reflect such resolution, which shall be final and binding. If, within 30 days following delivery of the next five (5) Business Days. If the Parties (Purchase Price Allocation Schedule by Issuer to Parent, Parent and NEI) Issuer are unable to resolve such dispute within disagreement, from and after such five (5) Business Day period, Purchaser and Seller (and NEI under time either Parent or Issuer may submit the terms of the NEI Purchase Agreement) shall submit such dispute remaining disputed items to a mutually satisfactory partner from a nationally an internationally recognized independent accounting firm public accountant (or, if none is available, an internationally recognized consulting or valuation firm) that is mutually agreeable toto Parent and Issuer (the “Independent Accounting Firm”) for resolution. (A) If any items in dispute are submitted to the Independent Accounting Firm for resolution, (1) Issuer and Parent shall use their respective reasonable efforts to cause the Independent Accounting Firm to resolve all remaining disagreements (only to the extent such disagreements remain in dispute) as soon as practicable but in any event shall direct the Independent Accounting Firm to render a determination within 30 days after its retention, (2) Issuer and Parent shall cooperate with the Independent Accounting Firm during its engagement and furnish to the Independent Accounting Firm and each other such work papers and other documents and information (subject to customary non-reliance letters, confidentiality agreements, or similar agreements that may be requested by third parties) relating solely to the disputed issues as the Independent Accounting Firm may reasonably request and are available to that party, and shall be afforded the opportunity to present to the Independent Accounting Firm any materials relating to the determination and to discuss the determination with the Independent Accounting Firm; provided, however, that copies of all such materials are promptly provided to the other party and that discussions may only occur in the presence (including by telephone) of the other party; provided, further, however, that the Independent Accounting Firm shall consider only those items and amounts which are identified as being in dispute, and (3) the determination by the Independent Accounting Firm of the disputed items, as shall be set forth in a notice delivered to both parties by the Independent Accounting Firm, shall be final and binding on Issuer and Parent on the date the Independent Accounting Firm delivers its final resolution in writing to Issuer and Parent. (B) The Independent Accounting Firm shall have full authority to resolve all issues relating to the disputed items; provided, however, that the Independent Accounting Firm shall not have the regular accounting firm ofauthority to resolve issues relating to (1) breaches of representations, Purchaserwarranties, Seller or NEI who shall act as arbitrator covenants, or (2) other claims that are not primarily within the "CPA Firm")scope of the disputed items. The arbitrator Independent Accounting Firm shall promptly determine (set forth its determination of all issues in a written opinion. In resolving any disputed item, the Independent Accounting Firm shall render a decision choosing an amount no higher than the higher of Issuer’s position or Xxxxxx’s position and no lower than the lower of Issuer’s position or Parent’s position, in each case, with respect to each item or amount that is identified as being in dispute. The Independent Accounting Firm shall make its determination based solely on representations of Purchaser presentations by Issuer and Seller (and NEI) Xxxxxx and not upon on the basis of independent review. The final decision of the Independent Accounting Firm may be entered into any court having jurisdiction over the issues addressed in the decision. (C) only those matters in dispute The parties and the Independent Accounting Firm will keep confidential, and will render a written report not disclose to any Person, except to their legal counsel, investors, and Representatives or as to may be required by Legal Requirement or in connection with enforcing the disputed matters and the resulting preparation decision of the allocation statement shall be conclusive and binding upon Independent Accounting Firm, the partiesexistence of any dispute, claim, or controversy under this Section 5.5, the referral of any such dispute, claim, or controversy to arbitration or the status or resolution thereof. Fifty percent (50%) The fees of the costs and expenses of the arbitrator Independent Accounting Firm for such determination shall be borne by PurchaserIssuer, on the one hand, and Parent, on the LLC Percentage multiplied other hand, in proportion to the portion of the aggregate amount in dispute that is finally resolved by the remainder of Independent Accounting Firm in a manner adverse to such costs and expenses shall be borne by Seller. Purchaser and Seller and their Affiliates shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Neither Purchaser nor Seller shall take any position (whether in audits, Tax Returns or otherwise) which is inconsistent with such allocation unless required to do so by applicable law. All notices and material correspondence with respect to the resolution or arbitration of such dispute shall be provided to NEI and NEI shall have the right to fully participate in the process to resolve such objection. Such allocation shall be made in accordance with the regulations promulgated under the Code as reasonably determined by the CPA Firm. The tax allocation determined under this Agreement shall be the same tax allocation as determined under the NEI Purchase Agreement and the CPA Firm selected as provided in this Section shall be the same nationally recognized independent accounting firm selected under the NEI Purchase Agreementparty.

Tax Treatment; Allocation. (ai) For federal (Buyer and any applicable state, local and foreign) income tax purposes, Purchaser and Seller recognize that, and Sellers agree to treat, that the sale of the LLC Interests hereunder Units is intended for all applicable Income Tax purposes to be treated as a sale of partnership interests by Seller to Purchaser of all of Susanville's assets. Purchaser shall prepare an allocation of the Purchase Price (and all other capitalized costs) among all of Susanville's assets in accordance with Section 1060 of the Code, and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocation shall be binding on the parties heretoSellers selling Units. (bii) Purchaser shall deliver such allocation to Seller and NEI within Within sixty (60) days after of the Closing Datefinal determination of the Final Adjustment Amount, Buyer shall provide to the Sellers’ Representative a schedule allocating the purchase price (including the applicable Liabilities of Voyage Holdings and other relevant items) among the assets of Voyage Holdings (and further allocated among the assets of Voyage Holdings’ Subsidiaries that are treated as partnerships or disregarded entities for U.S. federal and applicable state and local Income Tax purposes) (the “Purchase Price Allocation Schedule”). The Purchase Price Allocation Schedule will be prepared in accordance with the applicable provisions of the Code and the methodologies set forth on Schedule 8.09(i) and in accordance with Sections 751, 755 and 1060 of the Code. (ciii) In If within thirty (30) days of receiving the event Seller or NEI reasonably Purchase Price Allocation Schedule, the Sellers’ Representative has not objected, the Purchase Price Allocation Schedule shall be final and binding. If within thirty (30) days the Sellers’ Representative objects to the manner in which Purchase Price Allocation Schedule, the allocation has been prepared, Seller or NEI Sellers’ Representative and Buyer shall notify Purchaser within twenty-one (21) days of receipt of the allocation statement of such objection, and the parties hereto (and NEI) shall endeavor cooperate in good faith to resolve such dispute within their differences, provided that if after thirty (30) days, the next five (5) Business Days. If the Parties (Sellers’ Representative and NEI) Buyer are unable to resolve such dispute within such five agree, the Parties shall retain the Accounting Firm for resolution in the same manner in which disputes are handled pursuant to Section 2.06 (5) Business Day period, Purchaser and Seller (and NEI under Post-Closing Adjustment); provided that the terms of Accounting Firm utilize the NEI Purchase Agreement) shall submit such dispute to a mutually satisfactory partner from a nationally recognized independent accounting firm that is mutually agreeable to, and not the regular accounting firm of, Purchaser, Seller or NEI who shall act methodologies for determining fair market value as arbitrator (the "CPA Firm"set forth on Schedule 8.09(i). The arbitrator determination of the Accounting Firm shall promptly determine (based solely be final and binding on representations of Purchaser and Seller (and NEI) and not upon independent review) only those matters in dispute and will render a written report as all Parties. The Parties shall make appropriate adjustments to the disputed matters and Purchase Price Allocation Schedule to reflect changes in the resulting preparation of the allocation statement shall be conclusive and binding upon the partiespurchase price. Fifty percent (50%) of the costs and expenses of the arbitrator shall be borne by Purchaser, and the LLC Percentage multiplied by the remainder of such costs and expenses shall be borne by Seller. Purchaser and Seller and their Affiliates shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and The Parties agree for all Tax reporting purposes consistent with such allocation. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Neither Purchaser nor Seller shall take any position (whether in audits, Tax Returns or otherwise) which is inconsistent with such allocation unless required to do so by applicable law. All notices and material correspondence with respect to report the resolution or arbitration of such dispute shall be provided to NEI and NEI shall have the right to fully participate in the process to resolve such objection. Such allocation shall be made transactions in accordance with the regulations promulgated under the Code as reasonably determined by the CPA Firm. The tax allocation determined under this Agreement shall be the same tax allocation as determined under the NEI Purchase Agreement agreements herein and the CPA Firm selected Purchase Price Allocation Schedule, as provided in this Section shall be adjusted pursuant to the same nationally recognized independent accounting firm selected under preceding sentence, and to not take any position during the NEI Purchase Agreementcourse of any audit or other proceeding inconsistent with the agreements as to Tax treatment herein or with such schedule unless required by a determination of the applicable Governmental Authority that is final.

Tax Treatment; Allocation. (a) For federal (The Buyer and any applicable state, local and foreign) income tax purposes, Purchaser and the Seller recognize that, and agree to treat, that the sale of the LLC Interests hereunder Shares is intended for all applicable income Tax purposes to be treated as a sale of assets by the Seller to Purchaser and a purchase of all of Susanville's assets. Purchaser shall prepare an allocation of assets by the Purchase Price (and all other capitalized costs) among all of Susanville's assets in accordance with Section 1060 of the Code, and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocation shall be binding on the parties heretoBuyer. (b) Purchaser Within 60 days of the final determination of Closing Working Capital, the Buyer shall deliver such allocation provide to the Seller a schedule allocating the Purchase Price (including the applicable liabilities of the Company) among the shares of the Company and NEI within sixty the restrictive covenants contained herein (60) days after the Closing Date“Purchase Price Allocation Schedule XE "Purchase Price Allocation Schedule" ”). The Purchase Price Allocation Schedule will be prepared in accordance with the applicable provisions of the Code and the methodologies mutually agreed upon by the parties. The parties agree that $10,000 of the Purchase Price shall be allocated to the restrictive covenants in Section 6.8. (c) In If within 30 days of receiving the event Purchase Price Allocation Schedule, the Seller or NEI reasonably has not objected, the Purchase Price Allocation Schedule shall be final and binding. If within 30 days the Seller objects to the manner in which Purchase Price Allocation Schedule, the allocation has been prepared, Seller or NEI shall notify Purchaser within twenty-one (21) days of receipt of the allocation statement of such objection, and the parties hereto (and NEI) Buyer shall endeavor cooperate in good faith to resolve such dispute within their differences, provided that if after 30 days, the next five (5) Business Days. If Seller and the Parties (and NEI) Buyer are unable to agree, the parties shall retain the Independent Accounting Firm to resolve such dispute within such five (5) Business Day periodtheir dispute; provided, Purchaser and Seller (and NEI under that, the terms Independent Accounting Firm utilize the methodologies mutually agreed upon by the parties for determining fair market value. The determination of the NEI Purchase Agreement) Independent Accounting Firm shall submit such dispute to a mutually satisfactory partner from a nationally recognized independent accounting firm that is mutually agreeable to, be final and not the regular accounting firm of, Purchaser, Seller or NEI who shall act as arbitrator (the "CPA Firm")binding on all parties. The arbitrator cost of the Independent Accounting Firm shall promptly determine (based solely on representations of Purchaser and be shared equally by the Seller (and NEI) and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the allocation statement Buyer. Xxx Xxxxxxxx and Xxxxx Xxxxx shall be conclusive jointly and binding upon severally, liable for the parties. Fifty percent (50%) of the costs and expenses of the arbitrator shall be borne by Purchaser, and the LLC Percentage multiplied by the remainder Seller’s obligations with respect to payment of such costs and expenses of the Independent Accounting Firm. (d) The parties shall be borne by Sellermake appropriate adjustments to the Purchase Price Allocation Schedule to reflect changes in the purchase price, including payments made pursuant to Section 6.8. Purchaser and Seller and their Affiliates shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and The parties hereto agree for all Tax reporting purposes consistent with such allocation. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Neither Purchaser nor Seller shall take any position (whether in audits, Tax Returns or otherwise) which is inconsistent with such allocation unless required to do so by applicable law. All notices and material correspondence with respect to report the resolution or arbitration of such dispute shall be provided to NEI and NEI shall have the right to fully participate in the process to resolve such objection. Such allocation shall be made transactions in accordance with the regulations promulgated under the Code as reasonably determined by the CPA Firm. The tax allocation determined under this Agreement shall be the same tax allocation as determined under the NEI Purchase Agreement agreements herein and the CPA Firm selected Purchase Price Allocation Schedule, as provided in this Section shall be adjusted pursuant to the same nationally recognized independent accounting firm selected under preceding sentence, and to not take any position during the NEI Purchase Agreementcourse of any audit or other proceeding inconsistent with the agreements as to Tax treatment herein or with such schedule unless required by a determination of the applicable Governmental Entity that is final.

Tax Treatment; Allocation. The parties agree that the transaction shall be treated as the purchase of the assets of the Company for income tax purposes and the purchase price for the Purchased Interests (a) For as determined for federal (and any applicable state, local and foreign) income tax purposes, Purchaser and Seller recognize that, and agree to treat, the sale including any liabilities of the LLC Interests hereunder Company treated as a sale part of the consideration paid for income tax purposes) shall be allocated for federal income tax purposes among the assets of the Company deemed sold by the Seller to the Purchaser of all of Susanville's assets. Purchaser as shall prepare an allocation of be determined by the Purchase Price (and all other capitalized costs) among all of Susanville's assets parties in accordance with Section 1060 of the CodeCode and the allocation methodology set forth on Schedule 7.2.1 of this Agreement. The Purchaser shall deliver a draft of the allocation schedule including draft Form 8594 with required attachments (the “Allocation Schedule”) to the Seller within a reasonable time after the date hereof, and the Treasury Regulations thereunder Purchaser and the Seller shall use their commercially reasonable efforts to agree upon the changes to the Allocation Schedule within forty five (45) days of the delivery of the draft schedule by the Purchaser to the Seller. The Purchaser and any similar provision of state, local or foreign law, as appropriate), which allocation the Seller agree that the Allocation Schedule shall be binding amended to reflect adjustments to the Purchase Price made pursuant to this Agreement. If the parties do not agree on the parties hereto. changes to the Allocation Schedule within forty five (b) Purchaser shall deliver such allocation to Seller and NEI within sixty (6045) days after the Closing Date. (c) In delivery of the event Seller or NEI reasonably objects schedule to the manner Seller then the items in which the allocation has been prepared, Seller or NEI shall notify Purchaser within twenty-one (21) days of receipt of the allocation statement of such objection, and the parties hereto (and NEI) shall endeavor in good faith to resolve such dispute within the next five (5) Business Days. If the Parties (and NEI) are unable to resolve such dispute within such five (5) Business Day period, Purchaser and Seller (and NEI under the terms of the NEI Purchase Agreement) shall submit such dispute to a mutually satisfactory partner from a nationally recognized independent accounting firm that is mutually agreeable to, and not the regular accounting firm of, Purchaser, Seller or NEI who shall act as arbitrator (the "CPA Firm"). The arbitrator shall promptly determine (based solely on representations of Purchaser and Seller (and NEI) and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the allocation statement shall be conclusive and binding upon the parties. Fifty percent (50%) of the costs and expenses of the arbitrator shall be borne by Purchaser, and the LLC Percentage multiplied by the remainder of such costs and expenses shall be borne by Seller. Purchaser and Seller and their Affiliates shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Neither Purchaser nor Seller shall take any position (whether in audits, Tax Returns or otherwise) which is inconsistent with such allocation unless required to do so by applicable law. All notices and material correspondence with respect to the resolution or arbitration of such dispute shall be provided submitted to NEI and NEI shall have the right to fully participate in the process to resolve such objection. Such allocation shall be made Independent Auditors for final determination in accordance with the regulations promulgated under procedure set forth in Section 2.2.1, the Code fees of which shall be borne 50% by the Purchaser, on the one hand, and 50% by the Seller, on the other hand. Unless otherwise required by applicable Law, the Purchaser and the Seller agree to act, and cause their respective Affiliates to act, in accordance with the computations and allocations contained in the Allocation Schedule (as reasonably determined by the CPA Firm. The tax parties’ agreement and if necessary the Independent Auditors) in any relevant Tax returns or similar filings (the “1060 Forms”), to cooperate in the preparation of any 1060 Forms, to file such 1060 Forms in the manner required by applicable Law, to update such 1060 Forms in accordance with the method used in making the allocation determined under this Agreement shall be to the same tax allocation extent necessary to reflect purchase price adjustments and to not take any position inconsistent with such Allocation Schedule (as determined under by the NEI Purchase Agreement parties’ agreement and if necessary the CPA Firm selected as provided Independent Auditors) upon examination of any Tax returns, in this Section shall be the same nationally recognized independent accounting firm selected under the NEI Purchase Agreementany litigation or otherwise.

Tax Treatment; Allocation. (a) For The Parties agree that for U.S. federal (and any applicable state, local and foreign) income tax purposes, Purchaser and Seller recognize that, and agree to treat, purposes the sale of the LLC Purchased Equity Interests hereunder by Parent and the purchase of the Purchased Equity Interests by Buyer shall be treated as a the sale by Seller to Purchaser Parent and the purchase by Buyer of all the assets of Susanville's assetseach Acquired Company. Purchaser The Parties further agree that the Final Purchase Price as finally determined pursuant to Section 2.6 shall be allocated among the assets of the Acquired Companies as set out on Exhibit G attached hereto (the “Allocation Guidelines”) which Allocation Guidelines are intended to be consistent with Code Section 1060. Buyer shall prepare an allocation a draft of the Purchase Price allocation (and all other capitalized coststhe “Allocation”) among all of Susanville's assets in accordance with Section 1060 of the Code, and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocation shall be binding on the parties hereto. (b) Purchaser shall deliver such allocation to Seller and NEI within sixty (60) days after the Closing Date. (c) date on which the Final Purchase Price is finally determined pursuant to Section 2.6, which Allocation shall be consistent with the Allocation Guidelines, and shall deliver such draft Allocation to Parent for review and comment. In the event Seller or NEI reasonably objects of any dispute between Parent and Buyer with respect to such Allocation, the manner in which the allocation has been prepared, Seller or NEI Parties shall notify Purchaser within twenty-one (21) days of receipt of the allocation statement of such objection, and the parties hereto (and NEI) shall endeavor negotiate in good faith to resolve such dispute within the next five (5) Business Days. If dispute; provided, however, that if the Parties (and NEI) are unable to resolve such any dispute within such five (5) Business Day period, Purchaser and Seller (and NEI under the terms of the NEI Purchase Agreement) shall submit such dispute to a mutually satisfactory partner from a nationally recognized independent accounting firm that is mutually agreeable to, and not the regular accounting firm of, Purchaser, Seller or NEI who shall act as arbitrator (the "CPA Firm"). The arbitrator shall promptly determine (based solely on representations of Purchaser and Seller (and NEI) and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the allocation statement shall be conclusive and binding upon the parties. Fifty percent (50%) of the costs and expenses of the arbitrator shall be borne by Purchaser, and the LLC Percentage multiplied by the remainder of such costs and expenses shall be borne by Seller. Purchaser and Seller and their Affiliates shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Neither Purchaser nor Seller shall take any position (whether in audits, Tax Returns or otherwise) which is inconsistent with such allocation unless required to do so by applicable law. All notices and material correspondence with respect to the resolution Allocation within thirty (30) days after Parent provides notice to Buyer regarding Parent’s objection, such dispute shall be resolved in accordance with the procedure for protests under Section 2.6, mutatis mutandis; provided, that in resolving such dispute, the Accountant shall apply the Allocation Guidelines. The Allocation shall be updated based on the determination of the Final Purchase Price and shall take into account all amounts treated as adjustments to the Final Purchase Price, subject to the foregoing procedures with respect to preparation, review and dispute resolution. The Parties shall prepare and file all Income Tax Returns in a manner consistent with the Allocation and shall not take any position inconsistent therewith in the course of any audit, examination, or arbitration proceeding with respect to Taxes, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code). In the event that any of the allocations set forth in the Allocation are disputed by any Governmental Entity or taxing authority, the Party receiving notice of such dispute shall be provided to NEI (i) promptly notify and NEI shall have the right to fully participate in the process to resolve such objection. Such allocation shall be made in accordance consult with the regulations promulgated under other Party concerning the Code as reasonably determined by resolution of such dispute and (ii) use reasonable commercial efforts to contest such dispute in a manner consistent with the CPA Firm. The tax allocation determined under this Agreement shall be the same tax allocation as determined under the NEI Purchase Agreement and the CPA Firm selected as provided in this Section shall be the same nationally recognized independent accounting firm selected under the NEI Purchase AgreementAllocation.

Tax Treatment; Allocation. (a) For U.S. federal (and any applicable state, local and foreign) income tax Income Tax purposes, Purchaser and Seller recognize that, and parties agree to treat, treat the purchase and sale of the LLC Interests hereunder Membership Units as (i) with respect to the applicable Member, a sale of partnership interests by Seller such Member to Purchaser Buyer and (ii) with respect to Buyer, a purchase of all of Susanville's assets. Purchaser the Company’s assets and the assumption of the Company’s liabilities, in each case in accordance with Situation 2 of Revenue Ruling 99-6, 1999-1 C.B. 432. (b) The Buyer shall prepare an deliver a proposed allocation of the Final Purchase Price (together with any other amounts treated as consideration for U.S. federal Income Tax purposes) among the assets treated as acquired by the Buyer for U.S. federal Income Tax purposes to the Equityholder Representative not later than one-hundred twenty (120) days after the Closing Date (“Buyer’s Allocation”). If the Equityholder Representative disagrees with Buyer’s Allocation, the Equityholder Representative may, within thirty (30) days after receipt of Buyer’s Allocation, deliver a notice (the “Members’ Allocation Notice”) to Buyer to such effect, specifying those items as to which the Equityholder Representative disagrees and setting forth the Equityholder Representative’s proposed allocation. Buyer and the Equityholder Representative shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Final Purchase Price (and all other capitalized costs) among all relevant amounts). If Buyer and the Equityholder Representative are unable to reach such agreement following timely delivery of Susanville's assets in accordance Members’ Allocation Notice, the dispute shall be submitted to the Neutral Auditors consistent with Section 1060 2.5(d). To the extent that the Equityholder Representative fails to timely deliver a Members’ Allocation Notice or Buyer and the Equityholder Representative have resolved all disagreements with respect to Buyer’s Allocation following a timely delivery of a Members’ Allocation Notice, none of Buyer or any Member shall (and shall cause their respective Affiliates not to) take any position inconsistent with Buyer’s Allocation or such other agreed allocation, respectively, on any Return or in any Tax audit or proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, and the Treasury Regulations thereunder Code (and or any similar provision of state, local or foreign law, as appropriateLaw), which allocation shall be binding on the parties hereto. (b) Purchaser shall deliver such allocation to Seller and NEI within sixty (60) days after the Closing Date. (c) In the event Seller or NEI reasonably objects to the manner in which the allocation has been prepared, Seller or NEI shall notify Purchaser within twenty-one (21) days of receipt of the allocation statement of such objection, and the parties hereto (and NEI) shall endeavor in good faith to resolve such dispute within the next five (5) Business Days. If the Parties (and NEI) are unable to resolve such dispute within such five (5) Business Day period, Purchaser and Seller (and NEI under the terms of the NEI Purchase Agreement) shall submit such dispute to a mutually satisfactory partner from a nationally recognized independent accounting firm that is mutually agreeable to, and not the regular accounting firm of, Purchaser, Seller or NEI who shall act as arbitrator (the "CPA Firm"). The arbitrator shall promptly determine (based solely on representations of Purchaser and Seller (and NEI) and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the allocation statement shall be conclusive and binding upon the parties. Fifty percent (50%) of the costs and expenses of the arbitrator shall be borne by Purchaser, and the LLC Percentage multiplied by the remainder of such costs and expenses shall be borne by Seller. Purchaser and Seller and their Affiliates shall report, act and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Purchaser may reasonably request to prepare such allocation. Neither Purchaser nor Seller shall take any position (whether in audits, Tax Returns or otherwise) which is inconsistent with such allocation unless required to do so by applicable law. All notices and material correspondence with respect to the resolution or arbitration of such dispute shall be provided to NEI and NEI shall have the right to fully participate in the process to resolve such objection. Such allocation shall be made in accordance with the regulations promulgated under the Code as reasonably determined by the CPA Firm. The tax allocation determined under this Agreement shall be the same tax allocation as determined under the NEI Purchase Agreement and the CPA Firm selected as provided in this Section shall be the same nationally recognized independent accounting firm selected under the NEI Purchase Agreement.