Common use of Tax Treatment and Purchase Price Allocation Clause in Contracts

Tax Treatment and Purchase Price Allocation. (a) For U.S. federal income tax purposes (and, where applicable for state and local income tax purposes), the Sellers and the Purchaser intend to treat the transfer of the Membership Interests pursuant to this Agreement in the manner specified by Rev. Xxx. 00-0, 0000-0 X.X. 432, Situation 2. Accordingly, each Seller intends to treat such transfer as a sale of a partnership interest, and the Purchaser intends to treat such transfer as the purchase of all the assets of the Company. The Sellers and the Purchaser shall prepare all relevant Tax Returns in a manner consistent with this paragraph and shall not, and shall cause their respective Affiliates not to, take any position that is inconsistent with this paragraph on any Tax Return, or otherwise, before any Taxing Authority unless otherwise required by a Final Determination. (b) Set forth in Schedule 2.3(b) hereto is the Sellers’ proposed allocation of the Purchase Price, plus any additional amounts treated as consideration under Treasury Regulations Section 1.1060-1(c) (the “Proposed Purchase Price Allocation”) among the Company’s assets in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder (and any similar provision of state, local, or non-U.S. law, as appropriate). The Purchaser shall have 30 days from the Closing Date to review the allocation. The Sellers and the Purchaser shall negotiate in good faith to agree upon a final allocation of the Purchase Price (the “Final Purchase Price Allocation”). In the event that the Parties are unable to agree upon a Final Purchase Price Allocation within 40 days of the Closing Date, the Parties may take inconsistent Tax reporting positions with respect to the allocation of the Purchase Price. In the event that the Parties agree upon a Final Purchase Price Allocation, such Final Purchase Price Allocation shall be binding upon all Parties, and neither the Sellers nor the Purchaser shall take any position (whether in connection with audits, Tax Returns, or otherwise) that is inconsistent with the Final Purchase Price Allocation unless required to do so by applicable Tax Law.

Tax Treatment and Purchase Price Allocation. (a) For The parties hereto acknowledge and agree that, for U.S. federal income tax purposes (and, where and applicable for state and local local) income tax Tax purposes, the Transactions will be reported in a manner that is consistent with the treatment described in this Section 1.8(a), and each party hereto (and each of their respective Affiliates) shall prepare and file all Tax Returns on a basis consistent with this Section 1.8(a) and shall take no inconsistent position on any Tax Return, in any audit or similar proceeding before any Governmental Authority, or otherwise. In particular: (i) Following the Sellers and the Purchaser intend to treat the transfer Members’ contribution of all of the Membership Interests outstanding membership interests of the Company to TopCo in exchange for equivalent membership interests in TopCo, TopCo shall be treated as a continuation of the existing tax partnership under Section 708(a) of the Code. (ii) Effective as of January 1, 2021, upon filing of the Check-the-Box Election, the Company shall be treated as a newly formed partnership for income Tax purposes. (iii) The sale of the Purchased Units by the Company to Buyer pursuant to this Agreement in the manner specified by Rev. Xxx. 00-0, 0000-0 X.X. 432, Situation 2. Accordingly, each Seller intends is intended to treat such transfer be treated as a sale contribution of property by Buyer to the Company pursuant to Section 721 of the Code. (iv) The Company Note Repayment is intended to be treated as a partnership interest“disguised sale” (pursuant to Section 707(a)(2) of the Code and the Treasury Regulations thereunder) of property by TopCo to the Company. (b) Buyer and the Members shall allocate the amount of the Company Note Repayment, all other applicable capitalized costs, and the Purchaser intends to treat such transfer as the purchase of all other relevant items among the assets of the CompanyCompany in accordance with the allocation to be determined by Buyer in good faith within ninety (90) days following the Closing (the “Purchase Price Allocation”). The Sellers Purchase Price Allocation Schedule will be prepared in accordance with the rules under Sections 743, 751, 755 and 1060 of the Code, as applicable, and the Purchaser shall prepare all relevant Tax Returns Treasury Regulations promulgated thereunder and in a manner consistent with this paragraph the methodologies set forth on Schedule 1.8(b). Buyer shall permit the Members’ Representative, at the Members’ expense, to review and shall not, and shall cause their respective Affiliates not to, take any position that is inconsistent with this paragraph comment on any Tax Return, or otherwise, before any Taxing Authority unless otherwise required by a Final Determination. the Purchase Price Allocation within fifteen (b15) Set forth in Schedule 2.3(b) hereto is the Sellers’ proposed allocation days of the Purchase PricePrice Allocation being delivered by Buyer. Buyer will consider any comments to the Purchase Price Allocation that are consistent with the methodologies set forth on Schedule 1.8(b) and the rules under Sections 743, plus any additional amounts treated 751, 755 and 1060 of the Code, as consideration under applicable, and the Treasury Regulations Section 1.1060-1(c) promulgated thereunder, in good faith; provided, however, if Buyer does not receive comments from the Members’ Representative within the fifteen (15)-day review period, the Members’ Representative shall be deemed to have no comments to the Purchase Price Allocation and Buyer shall have final control over the Purchase Price Allocation. Buyer shall prepare and deliver to the Members’ Representative, from time to time, revised or supplemental copies of the Purchase Price Allocation (a “Proposed Revised Purchase Price Allocation”) among so as to report any necessary updates to the Company’s assets in accordance with Code Section Purchase Price Allocation or as may be required by Sections 743, 751, 755 and 1060 of the Code, as applicable, and the Treasury Regulations promulgated thereunder (and including any similar provision of stateadjustments to the Purchase Price, local, or non-U.S. law, as appropriateif any). The Purchaser shall have 30 days from the Closing Date to review the allocation. The Sellers Buyer and the Purchaser Members shall negotiate in good faith to agree upon a final allocation of file all Tax Returns consistent with the Purchase Price (the “Final Purchase Price Allocation”). In the event that the Parties are unable to agree upon a Final Allocation and any Revised Purchase Price Allocation within 40 days of the Closing Date, the Parties may take inconsistent Tax reporting positions with respect to the allocation of the Purchase Price. In the event that the Parties agree upon a Final Purchase Price Allocation, such Final Purchase Price Allocation shall be binding upon all Parties, and neither the Sellers nor the Purchaser no party hereto shall take any position (whether in connection with audits, for Tax Returns, or otherwise) that is purposes inconsistent with such allocation; provided, that the Final Purchase Price Allocation unless required to do so by applicable Tax Lawparties acknowledge that Buyer and its Affiliates may use a different allocation for financial reporting purposes.

Tax Treatment and Purchase Price Allocation. (a) For As a result of the U.S. federal income tax purposes (and, where applicable for to the extent applicable, state and local local) income tax purposes)Tax classification of the Companies as entities disregarded as separate for Tax purposes from their respective owners within the meaning of Treasury Regulations Sections 301.7701-2 and -3, the Sellers and the Purchaser intend Parties agree to treat the transfer purchase of the Membership Interests Purchased Equity pursuant to this Agreement in the manner specified by Rev. Xxx. 00-0, 0000-0 X.X. 432, Situation 2. Accordingly, each Seller intends to treat such transfer as a sale of a partnership interest, and the Purchaser intends to treat such transfer as the purchase by Buyers of all the assets of the CompanyCompanies and an assumption by Buyers of all of the liabilities of the Companies pursuant to Section 1001 of the Code, for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. No fewer than two Business Days prior to the Closing Date, Sellers’ Representative shall deliver a schedule (the “Companies Allocation Schedule”) to Buyers’ Representative that allocates the Purchase Price (and all other capitalized costs and the assumed liabilities) between the Companies in the manner set forth in Annex 11.8(i). Sellers’ Representative agrees to incorporate any reasonable written comments provided by Xxxxxx’ Representative so long as Buyers’ Representative delivers any such comments at least one Business Day prior to Closing and as the comments do not deviate from the allocation in Annex 11.8(i). The Companies Allocation Schedule will become binding on the Parties upon the first to occur of 3:00 p.m. Eastern Time on the day that is one Business Day prior to Closing if Buyers’ Representative fails to deliver written comments to Sellers’ Representative or (y) once Sellers’ Representative incorporates any comments of Buyers’ Representative provided to Sellers’ Representative pursuant to the immediately preceding sentence. Within 60 days following the Closing, Sellers’ Representative shall deliver to Buyers’ Representative a schedule allocating the portion of the Purchase Price (and other capitalized costs and assumed liabilities) allocated in the Companies Allocation Schedule to Terphane LLC among the assets of Terphane LLC in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or foreign Law, as appropriate) (the “Terphane LLC Allocation Schedule”). If Buyers’ Representative notifies Sellers’ Representative in writing that Buyers’ Representative objects to one or more items reflected in Terphane LLC Allocation Schedule, Sellers’ Representative and Buyers’ Representative shall negotiate in good faith to resolve such dispute; provided, however, that if Sellers’ Representative and Buyers’ Representative are unable to resolve any dispute with respect to the Terphane LLC Allocation Schedule within 30 days following the Closing Date, such dispute shall be resolved by the Accounting Firm. The fees and expenses of the Accounting Firm shall be borne equally by Sellers and the Purchaser Buyers. Sellers’ Representative and Buyers’ Representative shall, and shall prepare all relevant cause their respective Affiliates to report, act and file Tax Returns (including IRS Form 8594) in all respects and for all purposes consistent with the Companies Allocation Schedule and the Terphane LLC Allocation Schedule. Buyers’ Representative shall timely and properly prepare, execute, file and deliver all documents, forms and other information that Sellers’ Representative may reasonably request to prepare the Companies Allocation Schedule and the Terphane LLC Allocation Schedule. Any adjustment to the Purchase Price pursuant to Section 11.7 shall be allocated in a manner consistent with this paragraph the Companies Allocation Schedule and the Terphane LLC Allocation Schedule, as applicable. Sellers’ Representative and Buyers’ Representative shall not, and shall cause their respective Affiliates not to, take any position that is inconsistent with this paragraph on any Tax Return, or otherwise, before any Taxing Authority unless otherwise required by a Final Determination. (b) Set forth in Schedule 2.3(b) hereto is the Sellers’ proposed allocation of the Purchase Price, plus any additional amounts treated as consideration under Treasury Regulations Section 1.1060-1(c) (the “Proposed Purchase Price Allocation”) among the Company’s assets in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder (and any similar provision of state, local, or non-U.S. law, as appropriate). The Purchaser shall have 30 days from the Closing Date to review the allocation. The Sellers and the Purchaser shall negotiate in good faith to agree upon a final allocation of the Purchase Price (the “Final Purchase Price Allocation”). In the event that the Parties are unable to agree upon a Final Purchase Price Allocation within 40 days of the Closing Date, the Parties may take inconsistent Tax reporting positions with respect to the allocation of the Purchase Price. In the event that the Parties agree upon a Final Purchase Price Allocation, such Final Purchase Price Allocation shall be binding upon all Parties, and neither the Sellers nor the Purchaser shall take any position (whether in connection with auditsan audit, Tax Returns, Return or otherwise) that is inconsistent with the Final Purchase Price Companies Allocation Schedule or the Terphane LLC Allocation Schedule, as applicable, unless otherwise required to do so by applicable Tax Law. The provisions of this Section 11.8(g) will survive the Closing indefinitely.

Tax Treatment and Purchase Price Allocation. (ai) For U.S. federal income tax purposes (and, where applicable for state Buyer and local income tax purposes), Seller hereby acknowledge and agree that the Sellers purchase and the Purchaser intend to treat the transfer sale of the Membership Interests pursuant to contemplated by this Agreement in the manner specified by Rev. Xxx. 00-0, 0000-0 X.X. 432, Situation 2. Accordingly, each Seller intends is intended to treat such transfer be treated as a sale of a partnership interest, and the Purchaser intends to treat such transfer as the purchase of all the assets of the Companyeach Company Entity for U.S. federal Income Tax purposes. The Sellers Buyer and the Purchaser shall prepare all relevant Tax Returns in a manner consistent with this paragraph and shall not, and shall cause their respective Affiliates Seller further agree not to, to take any action or position that is inconsistent with this paragraph on any Tax Return, or otherwise, before any Taxing Authority such treatment unless otherwise required to do so by a Final Determinationapplicable Law. (bii) Set forth in Schedule 2.3(b) hereto is In accordance with Section 5.8(f)(i), Buyer shall, within 120 days following the Sellers’ proposed Closing Date, prepare an allocation of the Purchase Price, plus any additional amounts Price (together with all other items treated as consideration under Treasury Regulations Section 1.1060-1(c) (the “Proposed Purchase Price Allocation”for U.S. federal Income Tax purposes) among the Company’s assets Assets in accordance with Code Section 1060 and the Treasury Regulations promulgated regulations thereunder (and any similar provision of state, local, or non-U.S. law, as appropriate) (the “Allocation”). The Purchaser shall Buyer may, at its discretion and at its sole cost and expense, have 30 a third party auditor prepare a valuation report supporting the Allocation. If Seller disputes any item on the Allocation, it shall, within 60 days from following receipt of the Closing Date to review Allocation, notify Buyer of such disputed item (or items) and the allocationbasis for its objection. The Sellers Buyer and the Purchaser Seller shall negotiate in good faith for 10 days following Buyer’s receipt of such notice to agree upon a final allocation resolve any such disputed items. If the Buyer and the Seller are unable to resolve any disputed item during such 10-day period, then any remaining disputed items, and only such remaining disputed items, shall be resolved by the Independent Expert. The Independent Expert shall be instructed to resolve any such remaining disputes in accordance with the terms of this Agreement within 10 days after its appointment and shall be provided the Buyer’s valuation report (if prepared) to consider in making its resolution. The fees and expenses of the Purchase Price Independent Expert attributable to such dispute shall be borne equally by the Seller, on the one hand, and the Buyer, on the other hand. The Allocation, as finally determined (the “Final Purchase Price Allocation”). In the event that the Parties are unable to agree upon a Final Purchase Price Allocation within 40 days of the Closing Date, the Parties may take inconsistent Tax reporting positions with respect to the allocation of the Purchase Price. In the event that the Parties agree upon a Final Purchase Price Allocation, such Final Purchase Price Allocation shall be binding upon all PartiesSeller, Buyer and the Company. Seller, Buyer and the Company shall report, act, and neither file all Tax Returns (including, but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Sellers nor Final Allocation prepared by Seller. None of Seller, Buyer and the Purchaser Company shall take any action or position (whether in connection with audits, Tax Returns, or otherwise) that is inconsistent with the Final Purchase Price Allocation unless otherwise required to do so by applicable Tax Law.

Tax Treatment and Purchase Price Allocation. (a) For The Purchaser and the Sellers agree that for U.S. federal income tax purposes (and, where and applicable for state and local income tax purposes), (i) after the Restructuring, the Sellers Seller Entity shall be treated as the partnership that is the continuation of the Company pursuant to Section 708 of the Code and (ii) the purchase of the Purchased Equity by the Purchaser intend to treat the transfer of the Membership Interests pursuant to as contemplated by this Agreement in the manner specified by Rev. Xxx. 00-0, 0000-0 X.X. 432, Situation 2. Accordingly, each Seller intends to treat such transfer will be characterized for all applicable Tax purposes as a sale by the Seller Entity of a partnership interest, and the Purchaser intends to treat such transfer as the purchase 100% of all the assets of the Company. The Sellers Company in exchange for the Purchase Price (and all Liabilities and other capitalizable costs for Tax purposes) (collectively, the Purchaser shall prepare all relevant “Intended Tax Returns in a manner consistent with this paragraph and shall not, and shall cause their respective Affiliates not to, take any position that is inconsistent with this paragraph on any Tax Return, or otherwise, before any Taxing Authority unless otherwise required by a Final DeterminationTreatment”). (b) Set forth in Schedule 2.3(b) hereto is In connection with the Sellers’ proposed transactions contemplated by this Agreement, the Purchaser shall prepare a draft allocation schedule allocating the Purchase Price (and all Liabilities and other capitalizable costs for Tax purposes, but excluding the Earnout Consideration and the unreleased portion of the Purchase PriceEscrow Amount), plus any additional amounts treated as consideration under Treasury Regulations Section 1.1060-1(c) (the “Proposed Purchase Price Allocation”) for all applicable Tax purposes, among the Company’s assets of the Company in accordance with Code Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state or local Law), and the allocation methodology set forth on Schedule 7.6(b) (the “Allocation Schedule”). The Purchaser will deliver a copy of the Allocation Schedule to the Seller Entity for its review and comment within ninety (90) days after the final determination of the Final Closing Statement. The Seller Entity will deliver its comments to the Purchaser within thirty (30) days thereafter. The Purchaser will incorporate such comments into the Allocation Schedule as mutually agreed, and if no agreement can be reached after fifteen (15) days of good faith negotiation then the dispute shall be referred to the Accountant. The Purchaser and the Seller Entity shall jointly instruct the Accountant that it (i) shall review only the matters that were included in the written submission of the parties to the Accountant and which remain in dispute and (ii) shall not assign a value for any item that remains in dispute that is greater than the greatest value, or smaller than the smallest value, set forth by either the Purchaser or the Seller Entity in their written submissions to the Accountant. The determination of the Accountant shall be final and binding on the parties, and the costs of the Accountant shall be borne 50% by Purchaser and 50% by the Seller Parties. The Purchaser and the Seller Entity shall make appropriate adjustments to the Allocation Schedule to reflect any adjustments to the Purchase Price pursuant to this Agreement (including, for the avoidance of doubt, the Earnout Consideration as and when paid and any released portion of the Escrow Amount) in accordance with the procedures set forth in this Section 7.6(b). (c) The Sellers, the Purchaser, the Company shall report the transactions contemplated by this Agreement consistently with the Intended Tax Treatment and the Allocation Schedule on any applicable U.S. federal, state, local, local or non-U.S. law, as appropriate). The Purchaser shall have 30 days from the Closing Date to review the allocation. The Sellers and the Purchaser shall negotiate in good faith to agree upon a final allocation of the Purchase Price (the “Final Purchase Price Allocation”). In the event that the Parties are unable to agree upon a Final Purchase Price Allocation within 40 days of the Closing Date, the Parties may take inconsistent income or other applicable Tax reporting positions with respect to the allocation of the Purchase Price. In the event that the Parties agree upon a Final Purchase Price Allocation, such Final Purchase Price Allocation shall be binding upon all PartiesReturn, and neither the Sellers nor the Purchaser shall not take any position (whether in connection with audits, Tax Returns, or otherwise) that is action inconsistent with the Final Purchase Price Intended Tax Treatment or the Allocation Schedule, as finally determined, unless required to do so by applicable Law. None of the Sellers, the Purchaser, the Company shall take (or permit their Affiliates to take) any Tax position (whether in Tax audits, Tax Returns or otherwise, including IRS Form 8594 or any other applicable IRS Form or state or local equivalent) that is inconsistent with the Intended Tax Treatment or the Allocation Schedule, as finally determined, unless required to do so by applicable Law.

Tax Treatment and Purchase Price Allocation. (a) For U.S. federal income tax purposes (and, where As required under current applicable for state and local income tax purposes)IRS guidance, the Sellers Parties agree that for federal Tax purposes, Purchaser’s purchase of all of the outstanding membership interests of the Company shall be treated by Seller and the Purchaser intend to treat the transfer of the Membership Interests pursuant to this Agreement in the manner specified by Rev. Xxx. 00-0, 0000-0 X.X. 432, Situation 2. Accordingly, each Seller intends to treat such transfer as a sale of a partnership interest, and the if Purchaser intends to treat such transfer as the purchase of all purchased the assets of the Company. The Sellers and the Purchaser shall prepare all relevant Tax Returns in a manner consistent with this paragraph and shall not, and shall cause their respective Affiliates not to, take any position that is inconsistent with this paragraph on any Tax Return, or otherwise, before any Taxing Authority unless otherwise required by a Final Determination. (b) Set forth in Schedule 2.3(b) hereto is the Sellers’ proposed allocation of the Purchase Price, plus any additional amounts treated as consideration under Treasury Regulations Section 1.1060-1(c) Company (the “Proposed Purchased Assets”), directly from Seller. The Parties agree to allocate an amount equal to the Purchase Price Allocationplus all liabilities of the Company that are treated for federal Tax purposes as consideration for the Purchased Assets and the Restrictive Covenants provided in Section 7.2 (the “Allocated Consideration”) ), among the Company’s assets Purchased Assets and the Restrictive Covenants provided in Section 7.2 for Tax and financial reporting purposes in accordance with Code the principles set forth on Schedule X. Notwithstanding anything in this Agreement or elsewhere to the contrary, the Purchaser hereby acknowledges and agrees that the covenants provided in Section 1060 7.2 have a fair market value of One Hundred Thousand Dollars ($100,000.00) in the aggregate, and the Treasury Regulations promulgated thereunder (and any similar provision of state, local, or non-U.S. law, as appropriate). The that Purchaser shall have 30 days from not allocate more than such amount to such covenants for all purposes, including Taxes. Purchaser will provide Seller with a completed Form 8594 no later than 5:00 p.m., New York City time, on the Closing Date to review the allocation. The Sellers and the Purchaser shall negotiate in good faith to agree upon a final allocation of the Purchase Price third (the “Final Purchase Price Allocation”). In the event that the Parties are unable to agree upon a Final Purchase Price Allocation within 40 days 3rd) month anniversary of the Closing Date, prepared in accordance with the principles of Schedule X. The Parties may will not take any position on any Tax Return or in any financial reports or in any proceeding that is in any way inconsistent with this allocation and will file all Tax reporting positions Returns consistent with respect the final Form 8594 except as required by a determination, as defined in Section 1313 of the Code, that the allocation is not consistent with Section 1060 of the Code. To the extent there is any adjustment to the allocation of Purchase Price in accordance with the Purchase Price. In the event that terms hereof, the Parties agree upon a Final to revise and amend the Forms 8594 (and any comparable forms) to allocate the adjusted Purchase Price Allocationamong the Purchased Assets in accordance with the principles as set forth on Schedule X. Seller shall deliver its income Tax Returns for the period which includes the Closing Date to Purchaser at least fifteen (15) calendar days prior to their filing for Purchaser’s review, such Final Purchase Price Allocation shall be binding upon all Partiescomment, and neither consent to the Sellers nor manner in which the Purchaser shall take any position (whether in connection with audits, Allocated Consideration is reflected on such income Tax Returns, or otherwise) that is inconsistent with the Final Purchase Price Allocation unless required to do so by applicable Tax LawReturns of Seller.

Tax Treatment and Purchase Price Allocation. (a) For The Parties intend for U.S. federal income tax purposes (and, where and for purposes of any applicable for state and or local Tax that follows the U.S. federal income tax purposes), the Sellers and the Purchaser intend treatment) to treat the transfer of the Membership Interests pursuant to this Agreement in the manner specified by Rev. Xxx. 00-0, 0000-0 X.X. 432, Situation 2. Accordingly, each Seller intends to treat such transfer as a sale of a partnership interest, and the Purchaser intends to treat such transfer as (i) the purchase of each of the Purchased Units and the Miami Interests in a manner consistent with the holding in Situation 2 of Revenue Ruling 99-6, 1991-1 C.B. 432; (ii) the purchase of the Xxxxxxx Bay Interests as a taxable sale by MOF Xxxxxxx Bay of the assets of Pentagon and its Subsidiaries; (iii) all amounts paid after the Closing Date to Sellers under this Agreement, including any Earnout Payment and any payments from the Purchase Price Adjustment Escrow Amount or the [****] (together, the “Post-Closing Payments”), to the extent permitted by applicable Law, as an adjustment to the Purchase Price for the Purchased Units; and (iv) the purchase of the Purchased Units as an installment sale (on account of the possible Post-Closing Payments) with a stated maximum selling price for purposes of Treasury Regulations Sections 15A.453-1(c)(1) – (2) and, to the extent required by applicable Law, a portion of any Post-Closing Payment paid to Sellers, as imputed interest under the rules of Section 483 (together, the “Intended Tax Treatment”). The Parties agree to allocate the Purchase Price among the Purchased Units, the Miami Interests and the Xxxxxxx Bay Interests for U.S. federal income tax purposes (the “Share Allocation”) consistent with the designation of the Purchase Price pursuant to Annex A and that any adjustment to the Purchase Price (including pursuant to Section 2.4 or a Post-Closing Payment) shall only adjust the allocation made to the Purchased Units. The Parties agree to allocate the final Purchase Price (together with any other amounts required to be taken into account under Subchapter K of the Code, including any Post-Closing Payments) (“Allocable Amount”) to the extent necessary under, and according to the principles of, (i) with respect to the Company and IGDH, Sections 741 and 751 of the Code and Situation 2 of Revenue Ruling 99-6, 1999-1 C.B. 432 and relevant non-U.S. Tax Law and (ii) with respect to Pentagon, Section 1060 of the Code and relevant non-U.S. Tax Law. Such allocations shall be made consistent with the Share Allocation and in accordance with the allocation methodology as set forth on Schedule 6.5. Within ninety (90) days after the Closing. Buyer shall prepare, or caused to be prepared, consistent with the Share Allocation and in accordance with the methodology set forth on Schedule 6.5, a schedule of allocations of the Allocable Amount, among the assets of the Acquired Companies represented by the Purchased Units, the Miami Interests and the Xxxxxxx Bay Interests (which, for the avoidance doubt, means the assets of the Company, IGDH and Pentagon and all the Acquired Companies that are treated as disregarded entities of the Company, IGDH or Pentagon or partnerships in which the Company, IGDH or Pentagon is a partner directly or indirectly through another partnership, in each case, as of the Closing and for U.S. federal income tax purposes) being purchased from Sellers (the “Allocation Schedule”) and shall deliver such Allocation Schedule to Marina Holdings. Marina Holdings shall have thirty (30) days following receipt thereof to object to the proposed Allocation Schedule. Should Marina Holdings and Buyer not be able to resolve such objections within the thirty (30) day period described above, either Party may submit the matter to the Accounting Firm for resolution. The Sellers process, manner and resolution of such dispute shall be in accordance with Section 2.5(b)(iii)-(iv) (on a mutatis mutandis basis). The Accounting Firm shall be directed to resolve such dispute consistent with the terms of this Agreement, including the Share Allocation and the Purchaser methodology set forth on Schedule 6.5. Any determination by the Accounting Firm with respect to the Allocation Schedule shall prepare be conclusive and binding on the parties with respect thereto. The allocations of the Allocable Amount as finally agreed upon or determined by the Accounting Firm (and as shown on each Allocation Schedule), shall be final and binding upon the Parties. The Parties agree that: (i) they shall file (or shall cause to be filed) all relevant Tax Returns and forms consistent with the Intended Tax Treatment, the Share Allocation and the Allocation Schedule; (ii) in the event that any Governmental Body disputes any of the allocations of the Allocation Schedule, Sellers or Buyer, as the case may be, shall promptly notify the other party of the nature of such dispute, and shall cooperate in good faith to preserve the effectiveness of such allocations, to the extent consistent with the Law and final decisions of such Governmental Body (provided, however, that nothing herein shall require a party to contest the decision of a Governmental Body in court proceedings or to appeal a court ruling to a court of higher instance); and (iii) any subsequent adjustments to the Purchase Price shall be treated as an adjustment to the purchase price paid for the Purchased Units in a manner consistent with this paragraph the Allocation Schedule (and shall not, and shall cause their respective Affiliates not to, take any position that is inconsistent with this paragraph the methodology set forth on any Tax Return, or otherwise, before any Taxing Authority unless otherwise required by a Final Determination. (b) Set forth in Schedule 2.3(b) hereto is the Sellers’ proposed allocation of the Purchase Price, plus any additional amounts treated as consideration under Treasury Regulations Section 1.1060-1(c6.5) (the “Proposed Purchase Price Allocation”) among the Company’s assets in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder (Parties shall notify each other and any similar provision of state, local, or non-U.S. law, as appropriatecooperate in reflecting such adjustment). The Purchaser shall have 30 days from the Closing Date to review the allocation. The Sellers and the Purchaser shall negotiate in good faith to agree upon a final allocation of the Purchase Price (the “Final Purchase Price Allocation”). In the event that the Parties are unable to agree upon a Final Purchase Price Allocation within 40 days of the Closing Date, the Parties may take inconsistent Tax reporting positions with respect to the allocation of the Purchase Price. In the event that the Parties agree upon a Final Purchase Price Allocation, such Final Purchase Price Allocation shall be binding upon all Parties, and neither the Sellers nor the Purchaser shall take any position (whether in connection with audits, Tax Returns, or otherwise) that is inconsistent with the Final Purchase Price Allocation unless required to do so by applicable Tax Law.

Tax Treatment and Purchase Price Allocation. The Parties (aand their Affiliates) For agree that following the Closing Date, Purchaser shall, for all U.S. federal income tax purposes (and, where applicable for and state and local income tax Tax purposes), be treated as owning the Sellers and Delayed Transfer Contracts. On the Purchaser intend to treat the transfer of the Membership Interests pursuant to this Agreement in the manner specified by Rev. Xxx. 00-0Closing Date, 0000-0 X.X. 432, Situation 2. Accordingly, each Seller intends to treat such transfer as a sale of a partnership interest, and the Purchaser intends to treat such transfer as the purchase of all the assets of the Company. The Sellers and the Purchaser shall prepare all relevant Tax Returns in provide Seller with a manner consistent with this paragraph and shall not, and shall cause their respective Affiliates not to, take any position that is inconsistent with this paragraph on any Tax Return, or otherwise, before any Taxing Authority unless otherwise required by a Final Determination. (b) Set forth in Schedule 2.3(b) hereto is schedule allocating the Sellers’ proposed allocation of the Aggregate Purchase Price, plus the Assumed Liabilities and any additional amounts other item treated as consideration under Treasury Regulations Section 1.1060-1(cfor U.S. federal or Canadian income tax purposes among the Transferred Assets on the one hand (and further allocated among the assets included in the Transferred Assets) and the Transferred Shares on the other hand (the “Proposed Purchase Price Preliminary Allocation”) among the Company’s assets in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder (and any similar provision of state, local, or non-U.S. law, as appropriate). The Purchaser shall have Within 30 days from of receipt thereof, Seller shall notify Purchaser of its agreement or any objections to the Closing Date to review Preliminary Allocation, the allocation. The Sellers and the Purchaser Parties shall negotiate cooperate in good faith to agree upon a final allocation of the Purchase Price (the “Final Purchase Price Allocation”)resolve any such disagreement. In the event that If the Parties are unable to agree upon a Final Purchase Price Allocation resolve such disagreements within 40 30 days of the Closing DatePurchaser’s receipt of Seller’s notice of objection, the Parties may take inconsistent Tax reporting positions with respect to shall engage the allocation of the Purchase Price. In the event that the Parties agree upon a Final Purchase Price AllocationIndependent Expert, such Final Purchase Price Allocation whose resolution shall be final and binding upon all on the Parties, and neither shall split equally the Sellers nor costs and expenses of engaging the Independent Expert. The Parties (and their Affiliates) agree that the Preliminary Allocation, as agreed to by Seller or as modified as a result of the resolution of any disagreements by the Independent Expert (the “Allocation”), shall become final and binding on the Parties (and their Affiliates). Each of Seller, Purchaser and their respective Affiliates shall take any position (whether in connection with audits, a) prepare and file their respective Tax Returns, or otherwiseReturns (including Internal Revenue Service Form 8594) that is are filed after the Closing Date as well as published financial statements prepared in accordance with GAAP on a basis consistent with the Allocation; (b) take no position inconsistent with the Final Purchase Price Allocation in any Tax proceeding unless otherwise required to do so by as a result of a change of applicable Law after the date of this Agreement or a contrary determination within the meaning of Section 1313 of the Code (or any corresponding provision of state, local or non-U.S. Tax Law); (c) notify the respective other Party of any notice from any Taxing Authority disputing or reasonably expected to dispute the Allocation; and (d) use commercially reasonable efforts to defend the Allocation in any Tax proceeding, unless otherwise required as a result of a change in applicable Law after the date of this Agreement or a contrary determination within the meaning of Section 1313 of the Code (or any corresponding provision of state, local or non-U.S. Tax Law).

Tax Treatment and Purchase Price Allocation. The parties to this Agreement intend that the purchase by the Buyer and sale by the Sellers contemplated hereunder shall be treated for tax purposes in a manner consistent with Revenue Ruling 99-6, Situation 2. The Buyer shall prepare and provide to the Sellers Representative within 60 days after all adjustments to the Purchase Price pursuant to Section 2.4 have been completed in accordance with the terms thereof, a schedule (athe “Purchase Price Allocation Schedule”) For U.S. allocating the amounts paid and the liabilities assumed in connection with the transactions contemplated by this Agreement, adjusted as necessary to determine the purchase price of the Company assets Buyer is treated as purchasing hereunder for federal income tax purposes (and, where applicable for state and local income tax purposesthe “Tax Allocation Purchase Price”), among such assets. The Purchase Price Allocation Schedule shall be prepared in accordance with the general principles of Section 1060 of the Code and the Treasury Regulations pursuant thereto or any successor provision. Unless the Sellers Representative objects to the Purchase Price Allocation Schedule within 30 days after receipt thereof, such Schedule shall become final. If the Sellers Representative objects to the Purchase Price Allocation Schedule within 30 days of receipt, then the Buyer and the Purchaser intend Sellers Representative shall use commercially reasonable efforts to treat the transfer agree, within 30 days of the Membership Interests pursuant Sellers Representative’s objection to this Agreement in the manner specified by Rev. Xxx. 00-0Purchase Price Allocation Schedule, 0000-0 X.X. 432, Situation 2. Accordingly, each Seller intends to treat such transfer as a sale of a partnership interest, and the Purchaser intends to treat such transfer as the purchase of all the assets of the Company. The Sellers and the Purchaser shall prepare all relevant Tax Returns in a manner consistent with this paragraph and shall not, and shall cause their respective Affiliates not to, take any position that is inconsistent with this paragraph on any Tax Return, or otherwise, before any Taxing Authority unless otherwise required by a Final Determination. (b) Set forth in Schedule 2.3(b) hereto is the Sellers’ proposed an allocation of the Purchase Price, plus any additional amounts treated as consideration under Treasury Regulations Section 1.1060-1(c) (the “Proposed Tax Allocation Purchase Price Allocation”) among the Company’s purchased assets in accordance hereunder for federal income tax purposes that is consistent with Code the allocation methodology provided by Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local, or non-U.S. law, as appropriate). The Purchaser shall have 30 days from the Closing Date to review the allocation. The Sellers and the Purchaser shall negotiate in good faith to agree upon a final allocation of the Purchase Price (the “Final Purchase Price Allocation”). In If the event that Buyer and the Parties are unable Sellers Representative cannot agree on an appropriate Allocation within the time period specified in the preceding sentence, then the Buyer and the Sellers shall not be bound by the Allocation. If, however, the Allocation is agreed to agree upon a Final by the Buyer and the Sellers Representative (including, for the avoidance of doubt, if the Sellers Representative does not object to the Purchase Price allocation Schedule delivered Buyer within the period specified in this Section 2.5), then the Buyer and the Sellers agree to report based on the Allocation within 40 days of the Closing Date, the Parties may take inconsistent and shall file all Tax reporting positions Returns that are required to be filed in connection with respect to the allocation of the Purchase Price. In the event that the Parties agree upon transactions contemplated by this Agreement in a Final Purchase Price Allocation, such Final Purchase Price Allocation shall be binding upon all Partiesmanner consistent therewith, and neither the Sellers Buyer nor the Purchaser Sellers shall take any position (whether in connection with auditsTax proceedings, on Tax Returns, or otherwise) that is inconsistent with the Final Purchase Price Allocation unless required such allocation statement except as may be subsequently adjusted pursuant to do so an audit by applicable Tax LawIRS or by court decision.

Tax Treatment and Purchase Price Allocation. (a) For The parties agree that for U.S. federal income tax purposes (and, where and applicable for state and local local) income tax Tax purposes), (a) the Sellers and the Purchaser intend to treat the transfer acquisition of the Membership Interests pursuant to this Agreement in the manner specified by Rev. Xxx. 00-0, 0000-0 X.X. 432, Situation 2. Accordingly, each Seller intends to treat such transfer shall be treated as a purchase and sale of a partnership interest, and the Purchaser intends to treat such transfer as the purchase all of all the assets of the Company. The Sellers Company (and of any other member of the Company Group that is disregarded as separate from the Company for U.S. federal income tax purposes) that constitutes an “applicable asset acquisition” within the meaning of Section 1060 of the Code, (b) any indemnification payments made pursuant to Article IX, any Earnout Amounts payable pursuant to and in accordance with this Agreement and the Earnout Agreement and any payment made pursuant to and in accordance with Section 2.11, in each case, shall be treated as an adjustment to the purchase price (except to the extent of any amounts in respect of imputed interest). None of the parties shall (and each shall cause its Affiliates not to), take any position inconsistent with the foregoing on any Tax Return or in connection with any Tax Proceeding, provided, however, that this Section 10.7(a) shall not prevent Purchaser, Seller or their Affiliates from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the foregoing, and neither Purchaser, Seller nor any of their Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority in connection therewith. (b) The methodology for the allocation of the of the Consideration (as finally determined pursuant to Section 2.8) and any other items that are treated as additional consideration for Tax purposes as of the Closing Date (together with the Consideration, the “Tax Purchase Price”) is set forth on Schedule 10.7(b). No later than sixty (60) days after the date on which the Consideration is finally determined pursuant to Section 2.8, Seller shall deliver to Purchaser shall prepare all relevant a proposed allocation of the Tax Returns Purchase Price among the assets of the Company (and of any other member of the Company Group that is disregarded as separate from the Company for U.S. federal income tax purposes), including an allocation among the assets by jurisdiction determined in a manner consistent with this paragraph and shall notSection 1060 and, and shall cause their respective Affiliates not toif applicable, take any position that is inconsistent with this paragraph on any Tax Return, or otherwise, before any Taxing Authority unless otherwise required by a Final Determination. (b) Set forth in Schedule 2.3(b) hereto is the Sellers’ proposed allocation Section 338 of the Purchase Price, plus any additional amounts treated as consideration under Treasury Regulations Section 1.1060-1(c) (the “Proposed Purchase Price Allocation”) among the Company’s assets in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder (and any similar provision of state, local, or non-U.S. law, as appropriate). The Purchaser shall have 30 days from the Closing Date to review the allocation. The Sellers and the Purchaser shall negotiate in good faith to agree upon a final allocation of the Purchase Price accordance with Schedule 10.7(b) (the “Final Purchase Price Seller’s Allocation”). In the event ; provided, that the Parties are unable to parties agree upon a Final Purchase Price Allocation within 40 days the allocation need not follow the same methodology as the transfer pricing past practices of the Closing DateCompany Group. If Purchaser disagrees with Seller’s Allocation, Purchaser may, within twenty (20) days after delivery of Seller’s Allocation, deliver a written notice (the Parties may take inconsistent Tax reporting positions with respect “Purchaser’s Allocation Notice”) to Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. If the Purchaser’s Allocation Notice is duly delivered, Seller and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Tax Purchase Price. In If Seller and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the event that Independent Auditor to resolve any remaining disputes. All fees and expenses relating to the Parties agree upon a Final work, if any, to be performed by the Independent Auditor in connection with this Section 10.7(b) shall be borne equally by Seller and Purchaser. Any allocation of the Tax Purchase Price determined pursuant to the decision of the Independent Auditor shall incorporate, reflect and be consistent with this Section 10.7(b) and the methodology described on Schedule 10.7(b). The allocation, as prepared by Seller if no Purchaser’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Auditor in accordance with the immediately preceding sentence (the “Allocation, such Final Purchase Price ”) shall be conclusive and binding on the parties. The Allocation shall be binding appropriately adjusted to the extent necessary to reflect any payments made under this Agreement or the Earnout Agreement for U.S. federal income tax purposes. Neither Seller nor Purchaser shall (and each shall cause its respective Affiliates not to) take any position inconsistent with the Allocation on any Tax Return or in connection with any Tax Proceeding, provided, however, that this Section 10.7(b) shall not prevent Purchaser, Seller or their Affiliates from settling any proposed deficiency or adjustment by any Governmental Authority based upon all Partiesor arising out of the foregoing, and neither the Sellers Purchaser, Seller nor the Purchaser any of their Affiliates shall take be required to litigate before any position (whether court any proposed deficiency or adjustment by any Governmental Authority in connection with audits, Tax Returns, or otherwise) that is inconsistent with the Final Purchase Price Allocation unless required to do so by applicable Tax Lawtherewith.

Tax Treatment and Purchase Price Allocation. (a) For U.S. federal income tax purposes (and, where applicable for state and local income tax purposes), Within 120 days after the Sellers and the Purchaser intend to treat the transfer of the Membership Interests pursuant to this Agreement in the manner specified by Rev. Xxx. 00-0, 0000-0 X.X. 432, Situation 2. Accordingly, each Seller intends to treat such transfer as a sale of a partnership interest, and the Purchaser intends to treat such transfer as the purchase of all the assets of the Company. The Sellers and the Purchaser shall prepare all relevant Tax Returns in a manner consistent with this paragraph and shall not, and shall cause their respective Affiliates not to, take any position that is inconsistent with this paragraph on any Tax Return, or otherwise, before any Taxing Authority unless otherwise required by a Final Determination. (b) Set forth in Schedule 2.3(b) hereto is the Sellers’ proposed allocation final determination of the Purchase PricePrice pursuant to Section 2.2, plus any additional amounts treated as consideration under Treasury Regulations Section 1.1060-1(c) (the “Proposed Purchase Price Allocation”) among the Company’s assets in accordance with Code Section 1060 and the Treasury Regulations promulgated thereunder (and any similar provision of state, local, or non-U.S. law, as appropriate). The Purchaser shall have 30 days from the Closing Date to review the allocation. The Sellers and the Purchaser shall negotiate in good faith will prepare and deliver to agree upon the Sellers a final proposed allocation of the Purchase Price (together with other relevant amounts, including Liabilities deemed assumed for U.S. federal income tax purposes), among the Dutch Parent Company and the U.S. Parent Company (and further among the assets held by the Dutch Parent Company) based on an estimate of the fair market values of the Acquired Companies in accordance with applicable Tax Law (together, the “Final Purchase Price Estimated Allocation”). In If the event Sellers do not deliver within 30 days after receipt of the Estimated Allocation a written notice setting forth in reasonable detail any revisions to the Estimated Allocation proposed by the Sellers (an “Allocation Notice”), the Estimated Allocation will be deemed the “Final Allocation” for all purposes hereunder. Prior to the end of such 30-day period, the Sellers may accept the Estimated Allocation by delivering written notice to that effect to the Purchaser, in which case the Estimated Allocation will be deemed the “Final Allocation” for all purposes hereunder when such notice is given. If the Sellers deliver an Allocation Notice within such 30-day period, the Purchaser and Sellers will negotiate in good faith to resolve any dispute within 45 days after the delivery of the Estimated Allocation. If the Purchaser and the Sellers resolve all such disputes concerning the Estimated Allocation within 45 days after its delivery, the Estimated Allocation, as amended to reflect such resolution, shall become binding upon the Purchaser and the Sellers and will be the “Final Allocation.” If the Purchaser and the Sellers cannot agree on the Final Allocation within 45 days after delivery of the Estimated Allocation, all then remaining disputed items shall be submitted for resolution by an independent appraisal firm mutually selected by the Purchaser and the Sellers. The Purchaser and the Sellers shall each request that the Parties are unable to agree upon independent appraisal firm make a Final Purchase Price Allocation within 40 days of the Closing Date, the Parties may take inconsistent Tax reporting positions with respect final determination as to the allocation of the Purchase Pricedisputed items within 30 days after such submission. In the event that the Parties agree upon a Final Purchase Price Allocation, such Final Purchase Price The Estimated Allocation shall be amended in accordance with the findings of such independent appraisal firm, and the Estimated Allocation, as so amended, shall become binding upon all Partiesthe Purchaser and the Sellers and shall be the Final Allocation. The fees, costs, and neither expenses of the independent appraisal firm shall be borne equally by the Purchaser, on the one hand, and the Sellers, on the other hand. (b) The Final Allocation shall be amended (with the mutual agreement of the parties) to reflect any adjustments to the Purchase Price under this Agreement and any other adjustments mutually agreed to between the Purchaser and the Sellers. (c) Each of the Sellers nor and the Purchaser shall will prepare and file, and cause their respective Affiliates to prepare and file, their Tax Returns (including Internal Revenue Service Forms 8594 and 8883, if applicable) on a basis consistent with the Final Allocation. Except as otherwise provided in this Agreement, none of the Sellers, the Purchaser or their respective Affiliates will take any position (whether in connection with audits, Tax Returns, or otherwise) that is inconsistent with the Final Purchase Price Allocation in any U.S. federal or state Tax Return, in any U.S. federal or state Tax refund claim, in any U.S. federal or state Proceeding or otherwise unless required by a final determination by an applicable Governmental Authority. If any party, or any Affiliate of any party, receives notice from any Governmental Authority that such Governmental Authority is disputing the Final Allocation, such party will promptly notify the other parties, and the Sellers and the Purchaser agree to do so use their reasonable best efforts to defend such Final Allocation in any Proceeding, and the dispute shall be governed by applicable Tax Lawthe procedures in Section 11.2.