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

Tax Treatment; Purchase Price Allocation. (a) The Parties acknowledge and agree that for federal and all applicable state and local income tax purposes, the purchase and sale of the Purchased Interests shall be treated as a taxable acquisition, by purchase, of the Assets from Seller. (b) Within thirty (30) days after the determination of final Aggregate Adjustment pursuant to Section 2.4, Purchaser shall provide Seller with a completed schedule allocating the consideration among the Assets (the “Asset Allocation”) in accordance with the methodology reflected on Schedule 8.9(b) (the “Allocation Methodology”), for Seller’s review, comment, and approval. Seller shall notify Purchaser of any objections to the Asset Allocation within thirty (30) days of receipt of the Asset Allocation, and Purchaser and Seller shall endeavor to resolve such objections in good faith. If Purchaser and Seller agree to an Asset Allocation pursuant to this Section 8.9(b), Purchaser and Seller shall file all Tax Returns and information reports in a manner consistent with the Asset Allocation, and any increase or decrease in the Purchase Price after the Closing shall be allocated in the same manner. A Party may change such allocations only as may be required by a final determination as defined in Section 1313 of the Code. (c) Without the prior written consent of Purchaser, Seller shall not, to the extent it may affect, or relate to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect of any Post-Closing Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member of the Purchaser Group (including, after the Closing, the Company) against any such Tax or reduction of any Tax asset. Table of Contents

Tax Treatment; Purchase Price Allocation. (ai) The Parties acknowledge and agree that Merger shall be treated for U.S. federal and all applicable state and local income tax purposespurposes in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2). Additionally, the purchase and sale delivery of the Purchased Interests Applicable Member Consideration to the Employee Holders shall be treated as a taxable acquisitionconsideration delivered in exchange for each Member’s Class A Units and Class B Units, by purchaseas applicable, for purposes of applying the Assets from Sellerprinciples of Revenue Ruling 2007-49, 2007-2 C.B. 237 (the “Transaction Tax Treatment”). (bii) Within No later than one hundred twenty (120) days after the Closing, Parent shall deliver to the Member Representative a proposed allocation of the Aggregate Final Cash Consideration, the Aggregate Stock Consideration and any other amounts treated as consideration for Tax purposes among the assets of the Company and its Subsidiaries, which allocation shall be determined in a manner consistent with the Section 1060 of the Code and applicable Treasury Regulations (the “Parent Draft Allocation”). If the Member Representative disagrees with the Parent Draft Allocation, the Member Representative may, within thirty (30) days after delivery of the determination of final Aggregate Adjustment pursuant to Section 2.4Parent Draft Allocation, Purchaser shall provide Seller with deliver a completed schedule allocating the consideration among the Assets notice (the “Asset AllocationMember Representative’s Allocation Notice”) to Parent to such effect, specifying those items as to which the Member Representative disagrees and setting forth the Member Representative’s proposed allocation of the Aggregate Final Cash Consideration, the Aggregate Stock Consideration and any other amounts treated as consideration for Tax purposes among the assets of the Company and its Subsidiaries. If the Member Representative’s Allocation Notice is not duly and timely delivered, the Parent Draft Allocation shall become final and binding. If the Member Representative’s Allocation Notice is duly delivered, Parent and the Member Representative shall negotiate in accordance with good faith to resolve any disputes regarding the methodology reflected on Schedule 8.9(b) (Member Representative’s Allocation Notice and the “Allocation Methodology”), for Seller’s review, comment, Parent Draft Allocation. If Parent and approval. Seller shall notify Purchaser of the Member Representative are unable to resolve any objections to the Asset Allocation dispute regarding such proposed allocation within thirty (30) days of Parent’s receipt of the Asset AllocationMember Representative’s Allocation Notice, the parties shall submit any items that remain in dispute for resolution to the Independent Accountant, which shall be directed to, within thirty (30) days after such submission, determine and Purchaser report to the parties upon such remaining disputes with respect to the allocation. The costs of the Independent Accountant shall be paid fifty percent (50%) by the Member Representative (on behalf of the Members) and Seller shall endeavor to resolve such objections in good faithfifty percent (50%) by Parent. If Purchaser The allocation, as prepared by Parent if no Member Representative’s Allocation Notice is duly and Seller agree to an Asset Allocation timely delivered, as agreed between Parent and the Member Representative or as determined by the Independent Accountant pursuant to this Section 8.9(b), Purchaser and Seller shall file all Tax Returns and information reports in a manner consistent with 5.7(c)(ii) (the Asset “Final Allocation, and any increase or decrease in the Purchase Price after the Closing ”) shall be allocated in the same manner. A Party may change such allocations only as may be required by a final determination as defined in Section 1313 of the Codeconclusive and binding on all parties. (c) Without the prior written consent of Purchaser, Seller shall not, to the extent it may affect, or relate to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect of any Post-Closing Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member of the Purchaser Group (including, after the Closing, the Company) against any such Tax or reduction of any Tax asset. Table of Contents

Tax Treatment; Purchase Price Allocation. (a) The Parties acknowledge and agree that intend that, for U.S. federal and all applicable state and local income tax Tax purposes, the Buyer Parties treat their purchase of the Purchased Securities, and exercise of the Call Options, as a purchase of all of the assets of the Company Group, but that the Xxxxxxxx Parties (other than MFM Acquisition II Inc. and SCP/MFM II) and the Sellers treat their sale of the Purchased Interests Securities, and MFM Acquisition II Inc. and SCP/MFM II treat their sale of interests in MALP pursuant to exercise of the Call Options, as sales of partnership interests, all in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432, Situation 2. The parties agree to allocate the Purchase Price, the Liabilities of the Company Group, and all other relevant items (including, for example and without limitation, any adjustments or additions to the Purchase Price pursuant to Sections 2.3 or 10.5 of this Agreement) (the “Purchase Price Allocation”), among the Company’s assets in accordance with the allocation principles of Section 1060 of the Code and the regulations thereunder (and any comparable provisions of state or local Tax law). A schedule (the “Seller Party Proposed Allocation”) setting forth such proposed allocation shall be treated as a taxable acquisition, prepared by purchase, of the Assets from Seller. Sellers’ Representative and delivered to the Buyer Parties within ninety (b) Within thirty (3090) days after the determination of final Aggregate Adjustment pursuant to Section 2.4Closing Date. If, Purchaser shall provide Seller with a completed schedule allocating the consideration among the Assets (the “Asset Allocation”) in accordance with the methodology reflected on Schedule 8.9(b) (the “Allocation Methodology”), for Seller’s review, comment, and approval. Seller shall notify Purchaser of any objections to the Asset Allocation within thirty (30) days of receipt the delivery of the Asset Seller Party Proposed Allocation, and Purchaser and a Buyer Party does not object in writing to such proposed allocation, then the Buyer Parties shall be deemed to have accepted such allocation, which shall become final. If (on the other hand), within thirty (30) days of the delivery of the Seller Party Proposed Allocation, a Buyer Party does object in writing to the Seller Party Proposed Allocation, then the dispute shall endeavor be resolved in accordance with the principles of Section 2.3 (pursuant to which such Buyer Party shall, within such thirty (30) days, submit to the Sellers’ Representative a Notice of Disagreement specifying in detail such Buyer Party’s objection(s) to the Seller Party Proposed Allocation, following which the parties shall consult with each other in good faith for thirty (30) days to resolve such objections their dispute, failing which their dispute shall be submitted to the Independent Auditor for final resolution). The Buyer Parties, the Sellers, the Xxxxxxxx Parties and their respective Affiliates shall report, act and file Tax Returns (including Internal Revenue Service Form 8594, if required) in good faithall respects and for all purposes consistent with the Purchase Price Allocation (as finally determined), which shall be binding upon the parties. If Purchaser and Notwithstanding the foregoing, to the extent the Seller agree Party Proposed Allocation reasonably allocates any amount to an Asset asset within Class VI or VII (as defined in the Treasury Regulations under Sections 338 and 1060 of the Code), such amount shall not be reallocated to other assets in such Class having the same or a longer cost recovery period for federal income Tax purposes. In the event that, after the Purchase Price Allocation is determined, the Purchase Price is adjusted (including adjustments pursuant to Sections 2.3 or 10.5 of this Section 8.9(bAgreement), Purchaser the Purchase Price Allocation shall also be adjusted. To the extent permitted by the Code, the Treasury regulations under the Code or other applicable Tax law, any adjustments to the Purchase Price shall be allocated, to the extent possible, to the classes of assets that were the subject of the adjustments to the Purchase Price, and Seller to the extent that such adjustments do not relate to any specific asset classification, shall be allocated to goodwill. The Buyer Parties, the Sellers, the Company Group, the Xxxxxxxx Parties and their respective Affiliates shall file all Tax Returns (including amended returns and information reports claims for refunds) in a manner consistent with the Asset Purchase Price Allocation, and including any increase or decrease in the adjustments to such Purchase Price after Allocation made pursuant to this Section 10.4(H) or as otherwise agreed to by the Closing Parties, and shall be allocated use their commercially reasonable efforts to sustain such allocation in the same manner. A Party may change such allocations only as may be required by a final determination as defined in Section 1313 of the Codeany subsequent Tax audit or dispute. (c) Without the prior written consent of Purchaser, Seller shall not, to the extent it may affect, or relate to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect of any Post-Closing Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member of the Purchaser Group (including, after the Closing, the Company) against any such Tax or reduction of any Tax asset. Table of Contents

Tax Treatment; Purchase Price Allocation. (a) The Parties acknowledge intend that, for U.S. federal (and agree that for federal and all applicable state and local local) income tax purposesTax purposes (the Tax treatment described in the following provisions, the purchase and sale of “Intended Tax Treatment”): (i) the Purchased Interests BP Sale shall be treated as the acquisition of all of the assets of Berkeley Point (other than the Special Asset Servicing Group Assets, which shall be treated as having been retained by the Partnership) by BGC Partners and/or its relevant Subsidiaries from the Partnership in a taxable acquisitiontransaction; provided that, by purchase, if any portion of the Assets from Seller. (b) Within thirty (30) days after the determination of final Aggregate Adjustment BP Purchase Price is satisfied in BGC Units pursuant to Section 2.4, Purchaser shall provide Seller with a completed schedule allocating the consideration among the Assets (the “Asset Allocation”) in accordance with the methodology reflected on Schedule 8.9(b) (the “Allocation Methodology”2.1(a), then the BP Sale shall, solely with respect to a pro rata portion of each such asset of Berkeley Point deemed acquired in exchange for Seller’s reviewsuch BGC Units, comment, and approval. Seller shall notify Purchaser be treated as a contribution by the Partnership to BGC Holdings of any objections to the Asset Allocation within thirty (30) days such pro rata portion of receipt each such asset in exchange for such BGC Units in a transaction described in Section 721 of the Asset Allocation, Code; and Purchaser (ii) the BGC Investment and Seller the Cantor Investment shall endeavor to resolve such objections in good faith. If Purchaser and Seller agree to an Asset Allocation pursuant to this Section 8.9(b), Purchaser and Seller shall file all Tax Returns and information reports in each be treated as a manner consistent with the Asset Allocation, and any increase or decrease in the Purchase Price after the Closing shall be allocated in the same manner. A Party may change such allocations only as may be required by a final determination as defined transaction described in Section 1313 721 of the Code. (b) The Partnership and BGC Partners agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the BP Purchase Price (as finally determined pursuant to Section 2.2) and any other items treated for Tax purposes as additional consideration in the BP Sale among the assets of Berkeley Point (other than the Special Asset Servicing Group Assets) in accordance with the following provisions of this Section 3.4(b). No later than ninety (90) days after the date on which the BP Purchase Price is finally determined pursuant to Section 2.2, the Partnership shall deliver to BGC Partners a proposed allocation of the BP Purchase Price (as finally determined pursuant to Section 2.2) and any other items that are treated for Tax purposes as additional consideration in the BP Sale as of the Closing Date determined in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Partnership’s Allocation”). If BGC Partners disagrees with Partnership’s Allocation, BGC Partners may, within twenty (20) days after delivery of Partnership’s Allocation, deliver a notice (the “BGC Allocation Notice”) to the Partnership to such effect, specifying those items as to which BGC Partners disagrees and setting forth BGC Partners’ proposed allocation. If the BGC Allocation Notice is duly delivered, the Partnership and BGC Partners 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 BP Purchase Price (as finally determined pursuant to Section 2.2) and any other items that are treated as additional consideration for Tax purposes. If the Partnership and BGC Partners are unable to reach such agreement, they shall promptly thereafter cause the Accounting Referee to resolve any remaining disputes. The allocation, as prepared by the Partnership if no BGC Allocation Notice has been given, as adjusted pursuant to any agreement between the Partnership and BGC Partners or as determined by the Accounting Referee (the “Allocation”) shall be conclusive and binding on the Parties hereto. (c) Without None of the prior written consent of Purchaser, Seller Parties shall not, to the extent it may affect, or relate (and each shall cause its Affiliates not to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or ) take any position (whether on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing in connection with any Tax asset of Purchaser proceeding or otherwise) that is inconsistent with the Intended Tax Treatment or the Company Entities in respect Allocation, except to the extent otherwise required pursuant to a “determination” within the meaning of any Post-Closing Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member Section 1313(a) of the Purchaser Group Code (including, after the Closing, the Company) against or any such Tax similar provision of state or reduction of any Tax asset. Table of Contentslocal Applicable Law).

Tax Treatment; Purchase Price Allocation. (a) The Parties acknowledge and agree that that, for U.S. federal income Tax purposes, they will treat and all applicable report the transactions contemplated under this Agreement as (i) a sale of a proportionate interest in each of the Transferred Assets to the Purchaser, followed by a contribution of such proportionate interests in the Transferred Assets to the Company in exchange for the Class A Units, and (ii) a contribution by the Seller of a proportionate interest in each of the Transferred Assets to the Company in exchange for the Class B Units, in each case, in accordance with Revenue Ruling 99-5, 1999-1 C.B. 434 (and, to the extent applicable, such treatment will govern for U.S. state and local income tax and non-U.S. Tax purposes, the purchase and sale of the Purchased Interests shall be treated as a taxable acquisition, by purchase, of the Assets from Seller). (b) Within thirty (30) days The Parties will negotiate and cooperate in good faith after the determination of final Aggregate Adjustment pursuant Closing Date to Section 2.4, Purchaser shall provide Seller with a completed schedule allocating the consideration among the Assets (the “Asset Allocation”) in accordance with the methodology reflected on Schedule 8.9(b) prepare an allocation statement (the “Allocation MethodologyStatement”)) setting forth the allocation of the Purchase Price and the Assumed Liabilities among the Transferred Assets in accordance with section 1060 of the Code. Within 30 days after the Closing, for Seller’s review, comment, and approval. Seller shall notify the Purchaser of any objections will deliver to the Asset Seller a draft Allocation Statement, but such draft Allocation Statement provided by the Purchaser will not be presumed to be correct. If the Parties do not resolve any disputes with respect to the Allocation Statement within thirty (30) 60 days of receipt after the Closing Date, then any Party may immediately refer the disputed items to arbitration pursuant to Section 12.11. Any subsequent adjustments to the sum of the Asset Allocation, Purchase Price and Purchaser and Seller shall endeavor to resolve such objections in good faith. If Purchaser and Seller agree to an Asset Allocation pursuant to this Section 8.9(b), Purchaser and Seller shall file all Tax Returns and information reports the Assumed Liabilities will be allocated among the Transferred Assets in a manner consistent with the Asset AllocationAllocation Statement. For all Tax purposes, the Purchaser and any increase or decrease the Seller agree that the transactions contemplated by this Agreement will be reported in a manner consistent with the Allocation Statement and the Purchase Price after the Closing shall be allocated (as set forth in the same manner. A Party may change such allocations only Section 3.01), and that neither of them (nor any Affiliate thereof) will take any position inconsistent therewith in any Tax Return, in any refund request, in any litigation, or otherwise, except as may be otherwise required by a final determination (as defined in Section section 1313 of the Code. Code or any comparable provision of state or local law). Each of the Seller and the Purchaser agrees to cooperate with the other in preparing IRS Form 8594 (cor other forms required to be filed with a Governmental Authority), and to furnish the other with a copy of such form prepared in draft form within a reasonable period before the relevant filing due date. The Purchaser and the Seller will promptly inform one another in writing of any challenge by any Governmental Authority to any allocation made pursuant to this Section 3.03(b) Without or to the prior written Purchase Price (as set forth in Section 3.01) and agree to consult with and keep one another 20 informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge; provided, that each Party will have the sole right to control the conduct of a challenge to any allocation made pursuant to this Section 3.03(b), including the settlement or compromise thereof; provided, further, that each Party shall have the right to control the conduct of a challenge to the Purchase Price but shall not settle or compromise such challenge without the consent of Purchaser, Seller shall not, the other Party (such consent not to the extent it may affect, or relate to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect of any Post-Closing Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member of the Purchaser Group (including, after the Closing, the Company) against any such Tax or reduction of any Tax asset. Table of Contentsbe unreasonably withheld).

Tax Treatment; Purchase Price Allocation. (a) The Parties acknowledge and agree Purchase Price (including any assumption of Liabilities that is treated as purchase price for federal and all applicable state and local income tax purposes) will be allocated among the Assets in accordance with Section 1060 of the Code, as provided in this Section ‎1.9. The Seller shall prepare an allocation (“Tax Allocation”) among the Assets transferred in the First Closing within ninety (90) days after the First Closing, and provide such allocation to the Purchaser. Within 20 days after the Seller has provided the Tax Allocation to the Purchaser, Purchaser may provide comments on the Tax Allocation. Seller shall provide an updated Tax Allocation within 90 days after the Second Closing to reflect the final asset values as of the date of the applicable Closing, and after each Net Sales Earnout payment, the purchase OEM Earnout payment and sale the Transfer Earnout payment. Within 20 days after Seller has provided each revised Tax Allocation to Purchaser, Purchaser may provide comments on the revised Tax Allocation. If Purchaser timely provides comments on any of the Purchased Interests foregoing Tax Allocations, then in the event of a disagreement among the parties on the Tax Allocation, such disagreement shall be treated submitted to a nationally recognized accounting firm mutually agreed upon by the parties, whose costs shall be borne equally by the parties, and whose decision as to the proper Tax Allocation shall be rendered within 30 days and binding on the parties. The parties agree to be bound by the Tax Allocation, as finalized pursuant to the foregoing sections, for all Tax and accounting purposes, and shall not take any position in any Tax Return, before any Government Entity, or in any other forum that is inconsistent with such Tax Allocation, except pursuant to a taxable acquisition, by purchase, final “Determination” (as defined in Section 1313(a) of the Assets from SellerCode or corresponding provision of state, local or foreign Law). (b) Within thirty For U.S. federal, state and local tax purposes, the parties hereto agree to treat the (30i) days after First Closing Purchase Price, the determination Net Sales Earnout payment and the OEM Earnout payment as consideration for assets transferred on the First Closing, (ii) the Second Closing Purchase Price as consideration for the assets transferred on the Second Closing Date, and (iii) a portion of final Aggregate Adjustment pursuant the Transfer Earnout payment as consideration for the services related to obtaining the EU MDR Certification, which portion shall be equal to the cost to the Seller of providing such services as reasonably determined by the Seller, and the remainder of the Transfer Earnout payment as (x) consideration for the acquisition of related benefits and rights qualifying as Section 2.4197 intangibles, and (y) consideration for the assets to be transferred on the Second Closing Date; the apportionment between clauses (x) and (y) shall be reasonably agreed by the Purchaser shall provide and the Seller with a completed schedule allocating the consideration among the Assets (the “Asset Allocation”) in accordance with the methodology reflected on Schedule 8.9(bprinciples set forth in Section ‎1.9(a) (including the “Allocation Methodology”dispute resolution provisions thereof), for Seller’s review, comment, and approval. Seller shall notify Purchaser of any objections to the Asset Allocation within thirty (30) days of receipt of the Asset Allocation, and Purchaser and Seller shall endeavor to resolve such objections in good faith. If Purchaser and Seller agree to an Asset Allocation pursuant to this Section 8.9(b), Purchaser and Seller shall file all Tax Returns and information reports in a manner consistent with the Asset Allocation, and any increase or decrease in the Purchase Price after the Closing shall be allocated in the same manner. A Party may change such allocations only as may be required by a final determination as defined in Section 1313 of the Code. (c) Without the prior written consent of Purchaser, Seller shall not, to the extent it may affect, or relate to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect of any Post-Closing Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member of the Purchaser Group (including, after the Closing, the Company) against any such Tax or reduction of any Tax asset. Table of Contents

Tax Treatment; Purchase Price Allocation. (a) The Parties acknowledge and agree that (i) the sale and purchase of the Acquired Company Units is intended for federal and all applicable state and local income tax purposes, the purchase and sale of the Purchased Interests shall Tax purposes to be treated as a taxable acquisitionsale and purchase of partnership interests (and (ii) the First Blocker Merger and the Second Blocker Merger, by purchasetaken together as an integrated transaction, are intended for all applicable income Tax purposes to qualify as a “reorganization” within the meaning of Section 368(a) of the Assets from SellerCode and this Agreement is intended to qualify as, and the Parties hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) (clauses (i) and (ii), the “Intended Tax Treatment). (b) Within thirty (30) 60 days after of the final determination of final Aggregate Adjustment pursuant to Section 2.4Net Working Capital, Purchaser the Buyer Representative shall provide Seller with to the Sellers Representative a completed schedule allocating the Purchase Price, and all other amounts constituting consideration for federal income Tax purposes, allocable to the Acquired Company Units among the Assets (assets of the “Asset Allocation”) in accordance with the methodology reflected on Schedule 8.9(b) Company (the “Allocation MethodologySchedule”), for Seller’s review, comment, and approval. Seller which such schedule shall notify Purchaser of any objections to the Asset Allocation within thirty (30) days of receipt of the Asset Allocation, and Purchaser and Seller shall endeavor to resolve such objections in good faith. If Purchaser and Seller agree to an Asset Allocation pursuant to this Section 8.9(b), Purchaser and Seller shall file all Tax Returns and information reports be prepared in a manner consistent with Sections 755 and 1060 of the Asset AllocationCode and the Treasury Regulations promulgated thereunder. If the Sellers Representative does not object to such Allocation Schedule provided by the Buyer Representative within 45 days of receipt of such Allocation Schedule, and any increase or decrease in the Purchase Price after the Closing then such Allocation Schedule shall be allocated final and binding on the Parties. If the Sellers Representative objects to such Allocation Schedule provided by the Buyer Representative within 45 days of receipt of such Allocation Schedule, then the Parties shall work together in good faith to resolve all disputed items and agree upon the same manner. A Party may change such allocations only as may be required by Allocation Schedule; provided, that, if the Parties are not able to resolve all disputed items within 30 days of the Sellers Representative’s objection, then the Parties shall submit all unresolved disputed items to the Accounting Firm for resolution and the Parties will instruct the Accounting Firm to render a final determination as defined in Section 1313 soon as reasonably practicable, and the Allocation Schedule as mutually agreed upon by the Parties or as finally determined by the Accounting Firm, as applicable, shall be final and binding on the Parties. The fees, costs and expense of the CodeAccounting Firm shall be borne by Buyer, on the one hand, and the Sellers, on the other hand, based upon the percentage which the portion of the contested amount not determined in a Party’s favor bears to the total amount at issue as finally determined by the Accounting Firm. The Parties shall make appropriate adjustments to the Allocation Schedule to reflect changes in the Purchase Price. (c) Without The Parties shall, and shall cause their respective Affiliates to, report, act and file all Tax Returns in all respects and for all purposes consistent with the prior written consent Intended Tax Treatment and the Allocation Schedule, as finally determined and as adjusted pursuant to Section 2.6(b), including for purposes of Purchaser(i) Treasury Regulation Section 1.743-1(d)(2) in determining the applicable adjustment to the U.S. federal income Tax basis of the Company’s assets and (ii) Treasury Regulation Section 1.751-1(a)(2) in determining the character of each Seller’s gain or loss, Seller as the case may be, for U.S. federal income Tax purposes in respect of the transactions contemplated by this Agreement. From and after the date hereof, (x) the Parties shall notnot take, or knowingly fail to take, any action that could reasonably be expected to prevent such Intended Tax Treatment and (y) the Parties shall cooperate to provide each other with Tax representation letters containing normal and customary representations, warranties and covenants for purposes of any Tax opinion with respect to the Intended Tax Treatment described in clause (ii) of Section 2.6(a) to be rendered in connection with the transactions contemplated by this Agreement, including any such Tax opinion required to be provided in connection with any filings with the SEC. The Parties agree to notify each other with respect to the initiation of any Action by any Taxing Authority relating to the Intended Tax Treatment or the Allocation Schedule, to the extent it may affectconsult with each other with respect to any such Action by such Taxing Authority, or relate to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or and to not take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have during the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect course of any Post-Closing such Action by such Taxing Authority that is inconsistent with the Intended Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member Treatment or with the Allocation Schedule, unless required by a determination within the meaning of Section 1313 of the Purchaser Group Code (includingor any analogous provision of state, after the Closing, the Company) against any such Tax local or reduction of any Tax asset. Table of Contentsnon-U.S. Law).

Tax Treatment; Purchase Price Allocation. Except to the extent otherwise required by a “determination” within the meaning of Section 1313(a) of the Code (a) The or any similar provision of state, local or non-U.S. law), the Parties acknowledge and agree that for federal U.S. federal, and all applicable state and local local, income tax Tax purposes, the sale and purchase and sale of the Purchased Interests shall be treated as a taxable acquisition, by purchase, sale of all of the Assets from Seller. assets of the Company by Seller and a purchase of all of the assets of the Company by Purchaser. Within ninety (b) Within thirty (3090) days after following the final determination of final Aggregate Adjustment the Final Closing Purchase Price Amount pursuant to Section 2.4, Purchaser shall provide prepare and deliver to Seller with a completed schedule statement allocating the consideration paid for the Purchased Interests (including any assumed liabilities to the extent properly taken into account under the Code) among the Assets (assets of the “Asset Allocation”) Company in accordance with the methodology reflected Code, including Section 1060 thereof, and the Treasury Regulations thereunder, and in accordance with the principles set forth on Schedule 8.9(b) 2.6 (such principles, the “Allocation MethodologyPrinciples” and such statement, the “Draft Allocation Statement”), for Seller’s review, comment, . Purchaser and approval. Seller shall notify Purchaser of any objections use reasonable efforts to agree upon the Asset Draft Allocation Statement within thirty (30) days of receipt of the Asset Allocation, following delivery by Xxxxxxxxx and Purchaser shall negotiate in good faith and Seller shall endeavor attempt to resolve such objections in good faithany disagreement with respect to the Draft Allocation Statement. If Purchaser and Seller agree are unable to an Asset resolve any such disagreement within such thirty (30) day period, such disagreement shall be resolved by the Accounting Firm; provided, however, that any such resolution shall be consistent with the Allocation Principles. The allocation, as set forth in the Draft Allocation Statement, as adjusted pursuant to this any agreement between Seller and Purchaser or as determined by the Accounting Firm, as applicable, (the “Allocation Statement”) shall be final and binding on all Parties. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 8.9(b1313(a) of the Code (or any similar provision of state, local or non- U.S. law), Purchaser and Seller each Party shall file all Tax Returns and information reports in a manner that is consistent with the Asset AllocationAllocation Principles, this Section 2.6 and the Allocation Statement and refrain from taking any increase Tax position inconsistent therewith. If any Contingent Consideration Installment Amounts, Revenue Sharing Payments or decrease any amounts described in Section 2.8 are paid to Seller or the Purchase Price after is otherwise adjusted pursuant to this Agreement, the Closing Allocation Statement shall be allocated adjusted as appropriate, and the Parties shall cooperate in the same manner. A Party may change such allocations only as may be required by a final determination as defined in Section 1313 of the Code. (c) Without the prior written consent of Purchaser, Seller shall not, to the extent it may affect, or relate to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect of any Post-Closing Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from making any such action and agrees to indemnify and hold harmless each member of the Purchaser Group (including, after the Closing, the Company) against any such Tax or reduction of any Tax asset. Table of Contentsadjustments.

Tax Treatment; Purchase Price Allocation. (a) The Parties acknowledge and agree that that, for U.S. federal income Tax purposes, they will treat and all applicable report the transactions contemplated under this Agreement as (i) a sale of a proportionate interest in each of the Transferred Assets to the Purchaser, followed by a contribution of such proportionate interests in the Transferred Assets to the Company in exchange for the Class A Units, and (ii) a contribution by the Seller of a proportionate interest in each of the Transferred Assets to the Company in exchange for the Class B Units, in each case, in accordance with Revenue Ruling 99-5, 1999-1 C.B. 434 (and, to the extent applicable, such treatment will govern for U.S. state and local income tax and non-U.S. Tax purposes, the purchase and sale of the Purchased Interests shall be treated as a taxable acquisition, by purchase, of the Assets from Seller). (b) Within thirty (30) days The Parties will negotiate and cooperate in good faith after the determination of final Aggregate Adjustment pursuant Closing Date to Section 2.4, Purchaser shall provide Seller with a completed schedule allocating the consideration among the Assets (the “Asset Allocation”) in accordance with the methodology reflected on Schedule 8.9(b) prepare an allocation statement (the “Allocation MethodologyStatement”)) setting forth the allocation of the Purchase Price and the Assumed Liabilities among the Transferred Assets in accordance with section 1060 of the Code. Within 30 days after the Closing, for Seller’s review, comment, and approval. Seller shall notify the Purchaser of any objections will deliver to the Asset Seller a draft Allocation Statement, but such draft Allocation Statement provided by the Purchaser will not be presumed to be correct. If the Parties do not resolve any disputes with respect to the Allocation Statement within thirty (30) 60 days of receipt after the Closing Date, then any Party may immediately refer the disputed items to arbitration pursuant to Section 12.11. Any subsequent adjustments to the sum of the Asset Allocation, Purchase Price and Purchaser and Seller shall endeavor to resolve such objections in good faith. If Purchaser and Seller agree to an Asset Allocation pursuant to this Section 8.9(b), Purchaser and Seller shall file all Tax Returns and information reports the Assumed Liabilities will be allocated among the Transferred Assets in a manner consistent with the Asset AllocationAllocation Statement. For all Tax purposes, the Purchaser and any increase or decrease the Seller agree that the transactions contemplated by this Agreement will be reported in a manner consistent with the Allocation Statement and the Purchase Price after the Closing shall be allocated (as set forth in the same manner. A Party may change such allocations only Section 3.01), and that neither of them (nor any Affiliate thereof) will take any position inconsistent therewith in any Tax Return, in any refund request, in any litigation, or otherwise, except as may be otherwise required by a final determination (as defined in Section section 1313 of the Code. Code or any comparable provision of state or local law). Each of the Seller and the Purchaser agrees to cooperate with the other in preparing IRS Form 8594 (cor other forms required to be filed with a Governmental Authority), and to furnish the other with a copy of such form prepared in draft form within a reasonable period before the relevant filing due date. The Purchaser and the Seller will promptly inform one another in writing of any challenge by any Governmental Authority to any allocation made pursuant to this Section 3.03(b) Without or to the prior written Purchase Price (as set forth in Section 3.01) and agree to consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge; provided, that each Party will have the sole right to control the conduct of a challenge to any allocation made pursuant to this Section 3.03(b), including the settlement or compromise thereof; provided, further, that each Party shall have the right to control the conduct of a challenge to the Purchase Price but shall not settle or compromise such challenge without the consent of Purchaser, Seller shall not, the other Party (such consent not to the extent it may affect, or relate to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect of any Post-Closing Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member of the Purchaser Group (including, after the Closing, the Company) against any such Tax or reduction of any Tax asset. Table of Contentsbe unreasonably withheld).

Tax Treatment; Purchase Price Allocation. (a) The Parties acknowledge and parties hereto agree that for U.S. federal and all applicable state and local income tax purposes, the purchase and sale of the Purchased Interests Stock Purchase shall be treated as a taxable acquisition, by purchase, purchase of all of the Assets from Sellerassets of the Business Entities. The parties further agree that where applicable, such treatment shall apply for state, local, and foreign income tax purposes. (b) Within thirty eighty (3080) days after the determination Closing Date, Seller shall prepare a schedule (the “Draft Allocation”) allocating the Purchase Price and any other consideration paid by Buyer (or deemed to be paid by Buyer) to Seller among the assets of final Aggregate Adjustment pursuant the Business Entities (the “Assets”) including the non-competition and non-solicitation covenants set forth in the Non-Competition and Non-Solicitation Agreement (“Covenant”). The allocation shall be done in such a manner so as to comply with the requirements of Section 2.41060 of the Code and the applicable Treasury Regulations. Within forty-five (45) days of its receipt of such Draft Allocation, Purchaser shall Buyer will provide Seller with a completed schedule allocating written notice of any proposed changes thereto, together with a detailed explanation of the consideration among basis for such proposed changes. If Buyer does not provide Seller with any proposed changes within such forty-five (45) day period, the Assets Draft Allocation shall become final (the “Asset Final Allocation”). If Buyer timely notifies Seller of any proposed changes to the Draft Allocation, the parties shall discuss such proposed changes in good faith and shall attempt to resolve any dispute. If the parties are able to reach a mutually satisfactory agreement as to any proposed changes, the Draft Allocation shall be modified to reflect such agreed changes and shall become the Final Allocation. In the event that the parties cannot agree on an allocation schedule within twenty-five (25) in accordance with the methodology reflected on Schedule 8.9(b) (the “Allocation Methodology”), for days after Seller’s reviewreceipt of Buyer’s notice of proposed changes, commentthe dispute shall be resolved by a Neutral Valuation Firm; provided that if the dispute involves the valuation of the Covenant, then, at the option of Seller, the disputed allocations to be resolved by the Neutral Valuation Firm shall not include the valuation of Covenant, and approval. Seller shall notify Purchaser of any objections to the Asset Allocation within thirty (30) days of receipt parties may rely upon their respective valuations of the Asset AllocationCovenant for Tax purposes, and Purchaser and Seller shall endeavor to resolve such objections not be bound by the other party’s valuation of the Covenant in good faith. If Purchaser and Seller agree to an Asset Allocation pursuant to this Section 8.9(b), Purchaser and Seller shall file all filing their Tax Returns and information reports in required under Section 1060 of the Code and the applicable Treasury Regulations. In such case, the allocation to Goodwill by the Neutral Valuation Firm shall assume a manner consistent with zero value for the Asset Allocation, Covenant and any increase or decrease in the Purchase Price after parties would reduce their allocation to Goodwill by the Closing shall be allocated in amount they allocate to the same manner. A Party may change such allocations only as may be required by a final determination as defined in Covenant for purposes of the allocation under Section 1313 1060 of the Code. If the dispute involves the valuation of the Covenant and Seller does not exercise its option not to have the Neutral Valuation Firm value the Covenant, then the dispute involving the Covenant shall be resolved by the Neutral Valuation Firm along with other disputed items. Subject to the foregoing, the resolution by such Neutral Valuation Firm shall be binding on both parties. The Draft Allocation shall be modified to reflect such resolution (and any other agreed proposed changes) and shall become the Final Allocation (or if the parties have not agreed to an allocation with respect to the Covenant (and such valuation is not determined by a Neutral Valuation Firm), as adjusted by each party to reflect their allocation to the Covenant, a “Limited Final Allocation”). (c) Without If there is an increase or decrease in consideration within the prior written consent meaning of PurchaserTreasury Regulations Section 1.1060-1(e)(ii)(B) after the parties have filed the initial IRS Form 8594, the parties shall allocate such increase or decrease (or if they cannot agree to such an allocation, a Neutral Valuation Firm shall allocate) the increase or decrease in consideration paid by Buyer to Seller among the Assets as required by and consistent with Section 1060 and the applicable Treasury Regulations which shall be the revised Final Allocation or revised Limited Final Allocation. (d) If there is a Final Allocation, Seller shall notprepare (or cause to be prepared) an IRS Form 8594 (including any necessary supplement) consistent with the allocation set forth in the Final Allocation (or any revision thereto) and shall timely deliver a copy thereof to Buyer. Seller and Buyer shall each file such completed IRS Form 8594 (including any necessary supplement) with the IRS in a timely manner. If there is a Limited Final Allocation, Seller and Buyer shall prepare (or cause to be prepared) an IRS Form 8594 (including any necessary supplements) consistent with the Limited Final Allocation (or any revision thereto). Seller and Buyer shall file such IRS Form 8594 (including any necessary supplement) with the IRS in a timely manner. (e) The parties hereto shall make consistent use of and adhere to the extent it may affectFinal Allocation or Limited Final Allocation (or if applicable, the most recent revised Final Allocation or Limited Final Allocation) for all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code and the applicable Treasury Regulations. The parties shall not take, or relate to, the Company Entities, make, change cause or rescind any Tax election, amend any Tax Return or take permit to be taken any position on any Tax ReturnReturn which would be inconsistent with or prejudice the allocations set forth on the Final Allocation or Limited Final Allocation (or if applicable, take any action, omit to take the most recent revised Final Allocation or Limited Final Allocation). In any action or enter into any other transaction that would have proceeding related to the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect determination of any Post-Closing Tax PeriodTax, neither Buyer nor Seller (or their respective Affiliates) shall contend or represent that such Final Allocation or Limited Final Allocation (or if applicable, the most recent revised Final Allocation or Limited Final Allocation) is not a correct allocation. Xxxxxx agrees For the avoidance of doubt, the parties agree that Purchaser is to have no liability the Final Allocation or Limited Final Allocation shall not be binding for any purpose other than Tax resulting from any such action and agrees to indemnify and hold harmless each member of the Purchaser Group (including, after the Closing, the Company) against any such Tax or reduction of any Tax asset. Table of Contentspurposes.

Tax Treatment; Purchase Price Allocation. Buyer and Seller shall allocate the Purchase Price (a) The Parties acknowledge and agree that for federal and all applicable state and local other amounts treated as consideration for income tax Tax purposes, ) among the purchase and sale assets of the Purchased Interests Company and its Subsidiaries, which allocation shall be treated as a taxable acquisition, by purchase, in accordance with Section 1060 of the Assets from Seller. Code and the Treasury Regulations promulgated thereunder (b) Within thirty the “Allocation”). No later than ninety (3090) days after the determination of final Aggregate Adjustment pursuant Purchase Price is finally determined hereunder, Buyer shall deliver to Section 2.4, Purchaser shall provide Seller with a completed schedule allocating the consideration among the Assets proposed Allocation (the “Asset Buyer’s Allocation”) for its review and comment. If Seller does not provide any comments to Buyer in accordance with writing on or before the methodology reflected thirtieth (30th) day after Buyer delivers to Seller Buyer’s Allocation, then Buyer’s Allocation shall be deemed to be final and binding, absent manifest error. If, however, Seller submits written comments to Buyer, notifying Buyer of any objection in reasonable detail on Schedule 8.9(bor before the thirtieth (30th) (the “Allocation Methodology”)day after Buyer delivers to Seller Buyer’s Allocation, for Seller’s review, comment, Buyer and approval. Seller shall notify Purchaser of negotiate in good faith to resolve any objections to the Asset Allocation differences within thirty (30) days of receipt of days. If Seller and Buyer have agreed on the Asset Allocation within either thirty (30) day period, then Buyer and Seller shall (and shall cause their respective Affiliates) to (a) report, act and file Tax Returns in all respects and for all purposes consistent with such Allocation, and Purchaser (b) not take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such allocation, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign law). If Buyer and Seller are unable to resolve any such disagreement within such thirty (30) day period, then each of Buyer and Seller shall endeavor to resolve such objections in good faithuse its own allocation. If Purchaser and Seller agree to an Asset Allocation pursuant to this Section 8.9(b), Purchaser and Seller Each party shall file all Tax Returns and information reports in a manner consistent provide the other promptly with the Asset Allocation, and any increase or decrease in the Purchase Price after the Closing shall be allocated in the same manner. A Party may change such allocations only as may be required by a final determination as defined in Section 1313 of the Code. (c) Without the prior written consent of Purchaser, Seller shall not, to the extent it may affect, or relate to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect of any Post-Closing Tax Period. Xxxxxx agrees that Purchaser is information required to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member of the Purchaser Group (including, after the Closing, the Company) against any such Tax or reduction of any Tax asset. Table of Contentscomplete Internal Revenue Service Form 8594.

Tax Treatment; Purchase Price Allocation. (a) The Parties acknowledge Buyer and Sellers agree that the purchases of the JO Securities and the Janesville Securities are each intended for U.S. federal and all applicable state and local income tax purposes, the purchase and sale of the Purchased Interests shall purposes to be treated as a taxable acquisition, by purchase, the purchases of the Assets from Seller. assets of JO and Janesville, respectively. With respect to the purchase of the JO Securities, the entire purchase price allocable to the JO Securities shall be allocated to the Majority Janesville Mexico Securities. With respect to the purchase of the Janesville Securities, within sixty (b) Within thirty (3060) days after of the final determination of final Aggregate Adjustment pursuant to Section 2.4the Final Pre-ET Working Capital Amount, Purchaser Buyer shall provide Seller with to Sellers a completed schedule allocating the consideration Base Purchase Price among the Assets (the “Asset Allocation”) assets of Janesville for review and approval by Sellers, which shall be prepared in accordance with the methodology reflected applicable provisions of the Code and the methodologies set forth on Schedule 8.9(bExhibit 11.10. Following receipt thereof, Sellers shall have a period of twenty (20) days to provide Buyer with a statement of any disputed items with respect to such allocation. In the event Sellers provide such statement and Sellers and Buyer are unable to reach agreement with respect to any disputed items within a period of twenty (20) days after Buyer’s receipt of such statement, all such disputed items shall be submitted to the Independent Accounting Firm for final resolution, and the Buyer shall pay all fees in connection therewith owed to the Independent Accounting Firm. The allocation ultimately agreed upon by Buyer and Sellers under this Section 11.10 shall be referred to herein as the “Janesville Purchase Price Allocation MethodologySchedule”). The parties hereto shall make appropriate adjustments to the Janesville Purchase Price Allocation Schedule to reflect changes in the Base Purchase Price. The parties hereto agree for all Tax reporting purposes to report the transactions contemplated by this Agreement in accordance with the allocations in Section 2.1 and this Section 11.10 and the Janesville Purchase Price Allocation Schedule, for Seller’s review, commentas adjusted pursuant to the preceding sentence, and approval. Seller shall notify Purchaser to not take any position during the course of any objections to the Asset Allocation within thirty (30) days of receipt of the Asset Allocation, and Purchaser and Seller shall endeavor to resolve such objections in good faith. If Purchaser and Seller agree to an Asset Allocation pursuant to this Section 8.9(b), Purchaser and Seller shall file all Tax Returns and information reports in a manner consistent audit or other proceeding inconsistent with the Asset Allocation, and any increase or decrease in the Purchase Price after the Closing shall be allocated in the same manner. A Party may change such allocations only as may be and schedule unless required by a final determination as defined in Section 1313 of the Codeapplicable Governmental Body that is final. (c) Without the prior written consent of Purchaser, Seller shall not, to the extent it may affect, or relate to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect of any Post-Closing Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member of the Purchaser Group (including, after the Closing, the Company) against any such Tax or reduction of any Tax asset. Table of Contents

Tax Treatment; Purchase Price Allocation. (ai) The Parties acknowledge (i) Buyer, the Sellers, the Sellers’ Representative and the Company agree that the sale and purchase of (A) the Blocker Shares will be treated for U.S. federal income tax purposes and all applicable state and local income tax purposes as a sale of Blocker Shares under Section 1001 of the Code, and (B) the Membership Interests will be treated for U.S. federal income tax purposes and applicable state and local income tax purposes, pursuant to Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 1), (i) by the purchase and Holdco Sellers as a sale of partnership interests of the Purchased Interests shall be treated Company under Section 741 of the Code and (ii) by Blocker as a taxable acquisition, by purchase, purchase of assets of the Assets from SellerCompany (the “Transaction Tax Treatment”). Buyer, the Sellers, the Sellers’ Representative and the Company shall not (and shall cause their respective Affiliates not to) take any position on any Tax Return or any other filings, declarations or reports with the Internal Revenue Service and/or other taxing authorities that is inconsistent with the Transaction Tax Treatment unless otherwise required pursuant to a final determination (within the meaning of Code Section 1313(a)) or corresponding provision of state, local or foreign Tax Law. (bii) Buyer, the Sellers, the Sellers’ Representative and the Company shall act in good faith to agree upon an allocation of the Final Purchase Price that is allocable to the Membership Interests (and any amounts treated as purchase price for Tax purposes) among the assets of the Company, for federal, state, local and foreign tax purposes in accordance with Sections 751, 755 and 1060 of the Code and analogous provisions of state, local and foreign tax laws. The Sellers’ Representative shall provide its proposed allocation (the “Allocation Schedule”) to Buyer not later than the date that is ninety (90) days after the Closing Statement is finalized pursuant to Section 2.5. Within thirty (30) days after receipt of the determination of final Aggregate Adjustment pursuant to Section 2.4Allocation Schedule, Purchaser shall provide Seller with a completed schedule allocating the consideration among the Assets (the “Asset Allocation”) in accordance with the methodology reflected on Schedule 8.9(b) (the “Allocation Methodology”), for Seller’s review, comment, and approval. Seller Buyer shall notify Purchaser the Sellers’ Representative in writing of any objections to the Asset Allocation Schedule, and shall include a summary of the calculations and reasoning underlying such objections. Buyer and the Sellers’ Representative shall seek in good faith to resolve any objections to the Allocation Schedule and to make any agreed modifications to the Allocation Schedule within thirty (30) days of the Sellers’ Representatives’ receipt of the Asset Allocation, and Purchaser and Seller shall endeavor to resolve such objections in good faithBuyer’s notification of objections. If Purchaser Sellers’ Representative and Seller Buyer agree on the Allocation Schedule, then each party agrees to an Asset file all U.S. federal, state and local Tax Returns, in all respects and for all purposes consistent with the Allocation pursuant Schedule. If the Sellers’ Representative and Buyer are unable to this Section 8.9(b)agree on the Allocation Schedule within such thirty (30) day period, Purchaser and Seller then each party shall file all U.S. federal, state and local Tax Returns and information reports in a manner consistent with the Asset Allocation, and any increase or decrease in the Purchase Price after the Closing shall be allocated in the same manner. A Party may change such allocations only as may be required by a final based on each party’s own determination as defined in Section 1313 of the Code. (c) Without the prior written consent of Purchaser, Seller shall not, to the extent it may affect, or relate to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect of any Post-Closing Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member proper allocations of the Purchaser Group (including, after the Closing, the Company) against any such Tax or reduction of any Tax asset. Table of ContentsFinal Purchase Price.

Tax Treatment; Purchase Price Allocation. (ai) The Parties acknowledge Buyer and the Seller Holders intend that the Reorganization qualify as a “reorganization” within the meaning of Code Section 368(a)(1)(F) such that Newco shall succeed to the Company’s S corporation election and that the Conversion shall have no Income Tax effect. Buyer and Seller Holders agree that for federal and all applicable state and local income tax purposes, the purchase and sale of the Purchased Interests shall Company Securities is intended for all applicable Income Tax purposes to be treated as a taxable acquisitionsale and purchase of assets. The parties hereto agree to file all federal, state, and local Tax Returns in accordance with the foregoing and shall take no position inconsistent therewith in any Tax Proceeding, unless otherwise required by purchase, a determination of the Assets from Sellerapplicable Governmental Entity that is final. (bii) Within thirty sixty (3060) days after the final determination of final Aggregate Adjustment the Final Purchase Price pursuant to Section 2.42.3, Purchaser Buyer shall provide Seller with to Newco a completed draft of a schedule allocating the consideration purchase price (including any liabilities treated as purchase price for federal income Tax purposes) among the Assets assets of the Company (the “Asset AllocationPurchase Price Allocation Schedule”) in accordance with the methodology reflected on Schedule 8.9(b5.4(g)(ii) (the “Tax Allocation Schedule Methodology”). The draft Purchase Price Allocation Schedule will be prepared in accordance with Section 1060 of the Code and the Tax Allocation Schedule Methodology. The draft Purchase Price Allocation Schedule shall be considered final unless the Sellers notify Buyer, for Seller’s reviewin writing, comment, and approval. Seller shall notify Purchaser of any objections that Sellers object to one or more items reflected in the Asset draft Purchase Price Allocation Schedule within thirty twenty (3020) days of after Sellers’ receipt of the Asset Allocationdraft Purchase Price Allocation Schedule. In the event of any such objection, Sellers and Purchaser and Seller Buyer shall endeavor negotiate in good faith to resolve such objections dispute; provided, however, that if Sellers and Buyer are unable to resolve such dispute within ten (10) days after Buyer’s receipt of Seller’s written objection, such dispute shall be resolved by the Independent Accountant in good faithaccordance with Section 1060 of the Code and the Tax Allocation Schedule Methodology, with the determination of the Independent Accountant binding upon the parties. If Purchaser The procedures for resolution by the Independent Accountant (including the allocation of liability for the Independent Accountant’s fees and Seller agree to an Asset Allocation pursuant expenses) shall be consistent with the procedures set forth in Section 2.3(b) (with such provisions applying to this Section 8.9(b5.4(g) mutatis mutandis), Purchaser and Seller shall file all Tax Returns and information reports in a manner consistent with . If there are any adjustments to the Asset Allocation, and any increase or decrease in purchase price for federal income tax purposes after the Purchase Price after Allocation Schedule has been finalized, Buyer and Sellers shall make appropriate adjustments to the Closing Purchase Price Allocation Schedule. The parties agree to file their respective IRS Forms 8594 and all federal, state, and local Tax Returns in accordance with the Purchase Price Allocation Schedule and shall be allocated take no position inconsistent with the Purchase Price Allocation Schedule in the same manner. A Party may change such allocations only as may be any Tax Proceeding, unless otherwise required by a final determination as defined in Section 1313 of the Codeapplicable Governmental Entity that is final. (c) Without the prior written consent of Purchaser, Seller shall not, to the extent it may affect, or relate to, the Company Entities, make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Purchaser or the Company Entities in respect of any Post-Closing Tax Period. Xxxxxx agrees that Purchaser is to have no liability for any Tax resulting from any such action and agrees to indemnify and hold harmless each member of the Purchaser Group (including, after the Closing, the Company) against any such Tax or reduction of any Tax asset. Table of Contents