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

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state and local) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall be allocated among the Company Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule (the “Allocation Statement”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustment.

Tax Treatment; Purchase Price Allocation. As a result Seller and Buyer agree that the purchase and sale of the U.S. Purchased Equity shall be treated for federal (and, to the extent applicable, and applicable state and local) income Tax classification purposes as a purchase and sale of the assets of each Company of XxxxXxxxx Onshore, XxxxXxxxx Offshore, XxxxXxxxx Energy Offshore, DBH, LLC, Bandon Oil and Gas GP, LLC, Bandon Oil and Gas, LP and SPN Resources, LLC (the “Flow-Through Entities”). Seller and Buyer further agree that such treatment will result in SHI being treated as a disregarded entityselling the stock of Galveston Bay Pipeline Company, Galveston Bay Processing Corporation, and Dynamic Offshore Resources NS Acquisition, Inc. (collectively, the “Purchased Corporations”). The Parties agree to treat that the transfer Purchase Price and any assumed obligations treated for federal income Tax purposes as consideration for a sale transaction (collectively, the “Allocable Amount”) shall be allocated among (i) the stock of each Purchased Corporation and (ii) the assets of the Membership Interests pursuant to this Agreement as Flow-Through Entities (other than the purchase by Buyer stock of the Company Assets Purchased Corporations), for federal and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, applicable state and local) income Tax purposes. The Parties acknowledge Buyer and Seller shall agree that, for U.S. federal income Tax purposes, on the Aggregate Purchase Price shall be allocated among the Company Assets in accordance with Section 1060 allocation of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule Allocable Amount (the “Allocation StatementSchedule”) to as promptly as reasonably practicable after the Closing Date, and such allocation shall be prepared in a manner consistent with the Allocated Values to the extent permitted by Law. The Allocation Schedule shall be updated to reflect any adjustments to the Allocable Amount. The allocation of the Allocable Amount shall be reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which Form will be timely filed separately by Buyer and delivered Seller with the Internal Revenue Service pursuant to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (151060(b) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but Each Party agrees not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with take any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the allocations set forth in the Allocation Statement. In Schedule unless required by Law or with the event consent of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentParty.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (and, to the extent applicable, state a) Buyer and local) income Tax classification of each Company as a disregarded entity, the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and Seller agree that, for U.S. federal income Tax tax purposes (and state and local income tax purposes, to the Aggregate Purchase Price extent that applicable state and local income tax Law conforms to U.S. federal income tax Law): (i) Seller shall be allocated among report the Company Assets transaction as the sale of a partnership interest, and report gain or loss, if any, resulting from the sale of such partnership interest in accordance with Code Section 1060 741 and Treasury Regulations promulgated thereunder; (ii) the parties acknowledge and agree that the Purchase Price represents consideration solely for the sale of a capital asset, that is Seller’s membership interest; and (iii) for Buyer’s purposes only, Buyer shall report the transaction as an acquisition of the Code assets of the Company (or the undivided portion thereof) deemed to have been distributed to Seller in connection with a deemed liquidating distribution of all of the Company’s assets to Buyer and Seller immediately prior to such acquisition. None of the Treasury Regulations thereunder as set forth Parties shall take any position on a any Tax allocation schedule Return that is inconsistent with such treatment, unless otherwise required by law. (b) Buyer and Seller shall allocate the Purchase Price and Seller’s share of the liabilities of AWP assumed by Buyer (the “Allocation StatementAllocable Amount”) among the assets of the Company in accordance with Schedule 2.10. The Parties hereby agree to report the transactions contemplated herein for all tax purposes in a manner consistent with such allocation and shall not make any allocation of the Allocable Amount that is contrary to such allocation. Buyer shall file IRS Form 8594 (and/or any corresponding state or local tax form), which shall be completed consistent with Schedule 2.10, and other than the foregoing, Buyer and the Seller agree that no other forms are to be prepared filed, except as may be required by a taxing authority. (c) Buyer shall provide the Seller with drafts of all documents to be filed with any taxing authority that might have an effect on the payment of any tax by the Seller Parties (collectively, “tax returns”) and delivered to Seller no later than [90] days after the [Closing]. Within shall have ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose days to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (review and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position comment on any Tax Returnsuch tax returns, before provided that Buyer shall have the right to accept or reject any Governmental Entity charged with comments from Seller in its reasonable discretion. (d) Following the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9)Closing Date, Buyer shall prepare or cause provide Seller’s appraiser with such information of Buyer, Company and PGRX as may be reasonably requested by Seller’s appraiser related to be preparedthe valuation of the Warrant, so long as Seller and shall provide Seller’s appraiser enter into confidentiality agreements reasonably acceptable to Seller, a revised Allocation Statement reflecting such adjustmentBuyer.

Tax Treatment; Purchase Price Allocation. As a result The Parties agree that the purchase and sale of the U.S. federal (and, Target Interests is intended to the extent applicable, state and local) income Tax classification of each Company be treated as a disregarded entity, the Parties agree to treat the transfer purchase and sale of the Membership Interests pursuant to this Agreement as the purchase by Buyer assets of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal Income Tax purposes (and applicable state and local Tax purposes) and, no Party shall take any position in any Tax Return, in any Tax examination, audit, claim or similar Proceeding that is inconsistent with such treatment; provided, that Buyer’s obligation to act consistently with such position is contingent on the extent applicableaccuracy of the representation in Section 7.12(n). Within thirty (30) days following the final determination of the Final Purchase Price, state Seller shall prepare and local) income Tax purposes. The Parties acknowledge provide to Buyer an allocation of the Final Purchase Price and agree that, any other items that are treated as consideration for U.S. federal income Income Tax purposespurposes among the six categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060) (the “Allocation”). Buyer shall notify Seller in writing within thirty (30) days of receipt of the Allocation of any comments to the Allocation. If Buyer does not deliver any written notice of objection to the Allocation within such thirty (30)-day period, the Aggregate Purchase Price Allocation shall be allocated among final, conclusive and binding on the Company Assets Parties. If a written notice of objection is timely delivered to Seller, Xxxxxx and Xxxxx will negotiate in accordance with Section 1060 good faith for a period of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule twenty (20) days to resolve such dispute (the “Allocation StatementDispute Resolution Period”) to be prepared by Buyer and delivered to Seller no later than [90] days after ). If, during the [Closing]. Within ten (10) Business Days after the receipt of such Allocation StatementDispute Resolution Period, Seller will propose to and Buyer resolve their differences in writing as to any reasonable changes to disputed amount, (a) such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will resolution shall be deemed to have agreed to, final and accepted, the Allocation Statement). Buyer and Seller will attempt in good faith to resolve any differences binding with respect to such amount for the purpose of determining that component of the Allocation, (b) any subsequent adjustments to Final Purchase Price for U.S. federal Income Tax purposes shall be allocated in a manner consistent with the Allocation Statement as finally determined, (c) the Parties shall report consistently with this Section 2.9 in accordance with the requirements of all Tax Returns, including Internal Revenue Service (“IRS”) Form 8594 (or applicable successor form) and any other information or Tax Returns or supplement thereto required to be filed under Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a which each Party shall timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Independent Accountants for resolution, in accordance file with the requirements of Section 1060 of the Code. PromptlyIRS, but not later than fifteen and (15d) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a any position on in any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding Tax examination, audit, claim or similar Proceeding that is in any way inconsistent with the Allocation, except that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise or settle any Tax examination, audit, claim or similar proceedings in connection with the intended tax treatment or Allocation. Notwithstanding the foregoing, if Seller and Buyer cannot mutually agree on the Allocation Statement. In the event of an adjustment (after good faith efforts to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9do so), Buyer each Party shall prepare or cause be entitled to be prepared, determine its own allocation and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentfile its IRS Form 8594 consistent therewith.

Tax Treatment; Purchase Price Allocation. (i) As a result of soon as practicable after the U.S. federal (and, Effective Date and prior to the extent applicable, state and local) income Tax classification of each Company as a disregarded entityClosing Date, the Parties agree to treat the transfer of the Membership Interests pursuant parties to this Agreement as shall cooperate in good faith to prepare an allocation schedule (the purchase by Buyer of “Allocation Schedule”), which will provide the Company Assets manner in which the Non-US Purchase Price is allocated among the Sellers. (ii) Buyers, the Sellers, Seller Holdings and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree intend that, for U.S. federal income Tax purposes, (i) the Aggregate Purchase Price shall be allocated among AMNA Merger qualify as a “reorganization” within the Company Assets in accordance with meaning of Section 1060 368(a) of the Code (the “Transaction Tax Treatment”), and (ii) this Agreement is intended to be, and is hereby adopted as, a “plan of reorganization” for purposes of Section 354 and 361 of the Code and the Treasury Regulations thereunder Section 1.368-2(g) and 1.368-3(a), to which Buyer REIT and AMNA Holdings are parties under Section 368(b) of the Code. Buyers, the Sellers, Seller Holdings and the Companies 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. (iii) If requested by any party prior to the delivery of the Estimated Closing Statement pursuant to Section 2.2, Buyers, the Sellers, Seller Holdings and the Companies shall cooperate in good faith to mutually agree on an adjustment to the Base US Purchase Price and Base Non-US Purchase Price, without changing the sum of the Base US Purchase Price and Base Non-US Purchase Price, to reflect any updated understanding of the relative values of the US Company Entities and the Non-US Company Entities following the date hereof. (iv) Buyers, the Sellers, Seller Holdings and the Companies shall act in good faith to agree upon an allocation of the Final Non-US Purchase Price (and any amounts treated as set forth on a purchase price for Tax allocation schedule (purposes) among the “Equity Interests of the Non-US Companies and, if applicable, further allocated among the assets of each Non-US Company Entity, for federal, state, local and foreign Tax purposes in accordance with Sections 338 and 1060 of the Code, if applicable, and analogous provisions of state, local and foreign Tax Laws. Seller Holdings shall provide its proposed updated Allocation Statement”) Schedule to be prepared by Buyer and delivered to Seller no Buyers not later than [90] the date that is one-hundred and eighty (180) days after the [Closing]Closing Statement is finalized pursuant to Section 2.5. Within ten thirty (1030) Business Days days after the receipt of such the updated Allocation StatementSchedule, Buyers shall notify Seller will propose to Buyer Holdings in writing of any reasonable changes objections to such the updated Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed toSchedule, and accepted, shall include a summary of the Allocation Statement)calculations and reasoning underlying such objections. Buyer Buyers and Seller will attempt Holdings shall seek in good faith to resolve any differences with respect objections to the updated Allocation Statement Schedule and to make any agreed modifications to the updated Allocation Schedule within thirty (30) days of Seller Holdings’ receipt of Buyers’ notification of objections. If Seller Holdings and Buyers agree on the updated Allocation Schedule, then each party agrees to file all U.S. federal, state and local Tax Returns, in accordance all respects and for all purposes consistent with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Sellerupdated Allocation Schedule. If Buyer Seller Holdings and Seller Buyers are unable to resolve such differences agree on the updated Allocation Schedule within such time thirty (30) day period, then any remaining disputed matters will be submitted to the Independent Accountants for resolutioneach party shall file all U.S. federal, in accordance with the requirements of Section 1060 state and local Tax Returns based on each party’s own determination of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation proper allocations of the Aggregate Final Non-US Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentPrice.

Tax Treatment; Purchase Price Allocation. As The Parties shall treat the transactions governed by this Agreement in a result manner consistent with situation two of IRS Revenue Ruling 99-6. Within sixty (60) days following the final determination of the U.S. federal final Closing Purchase Price Amount pursuant to Section 2.8, Purchaser shall prepare and deliver to the Company a statement allocating the consideration paid for the Acquired Assets (and, including any Assumed Liabilities to the extent applicable, state and localproperly taken into account under the Code) income Tax classification of each Company as a disregarded entity, among the Parties agree to treat the transfer of the Membership Interests pursuant to this Agreement as the purchase by Buyer Acquired Assets of the Company Assets and an assumption by Buyer of all of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall be allocated among the Company Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as thereunder, and in accordance with the principles set forth on a Tax allocation schedule Schedule 2.10 (the “Allocation Statement”) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such Allocation Statement, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and acceptedprinciples, the Allocation Statement). Buyer Principles Draft Allocation Statement Purchaser and Seller will attempt the Company shall use reasonable efforts to agree upon the Draft Allocation Statement within thirty (30) days following delivery by Purchaser and shall negotiate in good faith and attempt to resolve any differences disagreement with respect to the Draft Allocation Statement in accordance with the requirements of Section 1060 of the Code, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from SellerStatement. If Buyer Purchaser and Seller the Company are unable to resolve any such differences disagreement within such time thirty (30) day period, then such disagreement shall be resolved by the Accounting Firm; provided, however, that any remaining disputed matters will such resolution shall be submitted to the Independent Accountants for resolution, in accordance consistent with the requirements of Section 1060 of Allocation Principles. The allocation, as set forth in the Code. PromptlyDraft Allocation Statement, but not later than fifteen (15) days after such matters are submitted as adjusted pursuant to it for resolution hereunder, any agreement between the Independent Accountants will determine those matters in dispute Company and will render a written report Purchaser or as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report Allocation Statement shall be conclusive final and binding upon the on all Parties. The fees and expenses of the Independent Accountants in respect of such report Accounting Firm shall be paid one-half borne 50% by Buyer Purchaser and one-half 50% by Sellerthe Company. The Parties agree to Each Party shall file all appropriate Tax Returns and forms in accordance a manner that is consistent with the Allocation Statement Principles, this Section 2.10 and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In Any Earnout Amounts, Growth Consideration Amounts or any amounts described in Section 2.13 are paid to the event of Seller Parties shall be treated as an adjustment to the Aggregate Purchase Price; provided, however, that for the avoidance of doubt, any payments made pursuant to the Retention Pool shall be treated as compensation to the Retention Pool Participants and shall not be treated as part of the Purchase Price under Section 2.4 or any other as an adjustment to the Aggregate Purchase Price. If the Purchase Price is adjusted pursuant to this Agreement (including Agreement, the payment of any indemnification amount pursuant to Article 9), Buyer Allocation Statement shall prepare or cause to be preparedadjusted as appropriate, and the Parties shall provide to Seller, a revised Allocation Statement reflecting cooperate in making any such adjustmentadjustments.

Tax Treatment; Purchase Price Allocation. As a result of the U.S. federal (andFor all applicable Tax purposes, to the extent applicable, state and local) income Tax classification of each Company as a disregarded entity, the both Parties agree to treat report the transfer of the Membership Interests pursuant to transactions contemplated by this Agreement as the a purchase by Buyer of the Company Assets and an assumption Transferred Assets. To the extent permitted by Buyer of all applicable Law, both Parties also agree to report the license of the Liabilities Licensed Patents under the License Agreement as a transfer subject to Section 1235 of the Target Companies for U.S. federal (and, to the extent applicable, state Code and local) income Tax purposes. The Parties acknowledge and agree that, Treasury Regulations promulgated thereunder for U.S. federal income Tax tax purposes. Within ninety (90) days of the Closing Date, Purchaser shall prepare, and provide to TXMD, a statement setting forth the Aggregate allocation of the Purchase Price shall be allocated Price, and any other relevant items, among the Company Transferred Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder as set forth on a Tax allocation schedule (the “Proposed Allocation StatementSchedule”). TXMD shall have thirty (30) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the receipt of such the Proposed Allocation Statement, Seller will propose Schedule to Buyer notify Purchaser in writing any reasonable changes whether it accepts or objects to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed todraft allocation, and accepted, the reasons for any objections. If TXMD has accepted such draft allocation it shall become the final allocation (the “Final Allocation StatementSchedule”). Buyer If TXMD has timely objected to the draft allocation, then Purchaser and Seller will attempt TXMD shall proceed in good faith to resolve any differences with respect determine mutually the matters in dispute. If TXMD and Purchaser are unable to agree on the Final Allocation Statement in accordance with the requirements of Section 1060 of the Code, Schedule within fifteen thirty (1530) days after Buyer’s receipt by Purchaser of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time periodobjection, then then, any remaining disputed matters disputes will be submitted to the Independent Accountants for resolution, in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render to a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding mutually agreed upon the Partiesaccounting firm. The fees costs and expenses of the Independent Accountants in respect of such report accounting firm shall be paid one-half shared equally by Buyer TXMD and one-half by SellerPurchaser. The Parties agree Any adjustments to file all appropriate Tax Returns and forms the Purchase Price, including receipt of Contingent Consideration, shall be allocated in accordance a manner consistent with the Allocation Statement Schedule. TXMD and no Purchaser agree that the Final Allocation Schedule shall be used by each of them in the preparation and filing of all Tax Returns, and each Party agrees that it shall take a no position inconsistent with the Final Allocation Schedule on any Tax Return, Return or in any proceeding before any Governmental Entity charged with Entity, except as may be required pursuant to a determination (as defined in Section 1313(a) of the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 Code or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment similar provision of any indemnification amount pursuant to Article 9), Buyer shall prepare state or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentlocal Tax Law.

Tax Treatment; Purchase Price Allocation. As a result of the For U.S. federal (and, to the extent applicable, state and local) income Tax classification of each Company as a disregarded entitytax purposes, the Parties parties agree to treat the transfer that acquisition by Buyer of the Membership Interests Units pursuant to this Agreement shall be governed by IRS Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and, pursuant thereto (i) with respect to Sellers, Sellers shall be treated as selling their Membership Interests in a taxable sale of partnership interests and (ii) with respect to Buyer, the purchase Company shall be deemed to make a liquidating distribution of its assets to Sellers and Buyer shall be deemed to acquire, by taxable purchase, all such assets of the Company. Within ninety (90) days of the final determination of the Purchase Price pursuant to Section 2.05, Buyer shall deliver to Sellers an allocation of the Purchase Price (and the relevant Liabilities of the Company Assets and an assumption by Buyer of all any other relevant items) among the assets of the Liabilities of the Target Companies for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. The Parties acknowledge and agree that, for U.S. federal income Tax purposes, the Aggregate Purchase Price shall be allocated among the Company Assets in accordance with Section 1060 of the Code Code, the applicable Treasury Regulations thereunder, and the Treasury Regulations thereunder as methodology set forth on a Tax Exhibit D. If Sellers disagree with Buyer’s allocation schedule and provide written notice of such disagreement to Buyer within thirty (the “Allocation Statement”30) to be prepared by Buyer and delivered to Seller no later than [90] days after the [Closing]. Within ten (10) Business Days after the Sellers’ receipt of such Allocation Statementallocation, Seller will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and in the event no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Seller will attempt Sellers shall negotiate in good faith to resolve any differences with respect finalize such allocation no later than sixty (60) days prior to the Allocation Statement in accordance with the requirements of Section 1060 of the Codeearliest due date (taking into account, within fifteen (15) days after Buyer’s receipt for these purposes, any applicable extension of a timely written notice due date) for the filing of objection from Sellera Tax Return to which such allocation is relevant. If Buyer and Seller the parties are unable to resolve mutually agree to such differences within such time periodallocation, then the parties shall have no further obligation under this Section 10.07, and each party shall make its own determination of such allocation for financial and Tax reporting purposes, which determination shall not be binding on the other party. Buyer shall have no liability to Sellers, and Sellers shall have no liability to Buyer, for any remaining disputed matters will additional Taxes that may be submitted imposed by any Governmental Authority relating to Taxes to the Independent Accountants for resolution, extent such Liability arises solely as a result of inconsistencies between separate allocations described in accordance with the requirements of Section 1060 of the Code. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Aggregate Purchase Price (together with any assumed Liabilities), which report shall be conclusive and binding upon the Parties. The fees and expenses of the Independent Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. The Parties agree to file all appropriate Tax Returns and forms in accordance with the Allocation Statement and no Party shall take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding that is in any way inconsistent with the Allocation Statement. In the event of an adjustment to the Aggregate Purchase Price under Section 2.4 or any other adjustment to the Aggregate Purchase Price pursuant to this Agreement (including the payment of any indemnification amount pursuant to Article 9), Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Statement reflecting such adjustmentprevious sentence.