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

Tax Treatment; Purchase Price Allocation. Buyer and Seller shall allocate the Purchase Price (and all other amounts treated as consideration for income Tax purposes) among the assets of the Company and its Subsidiaries, which allocation shall be in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). No later than ninety (90) days after the Purchase Price is finally determined hereunder, Buyer shall deliver to Seller a proposed Allocation (“Buyer’s Allocation”) for its review and comment. If Seller does not provide any comments to Buyer in writing on or before the 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 or before the thirtieth (30th) day after Buyer delivers to Seller Buyer’s Allocation, Buyer and Seller shall negotiate in good faith to resolve any differences within thirty (30) days. If Seller and Buyer have agreed on the 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 (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 use its own allocation. Each party shall provide the other promptly with any other information required to complete Internal Revenue Service Form 8594.

Tax Treatment; Purchase Price Allocation. Buyer Except to the extent otherwise required by a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or non-U.S. law), the Parties agree that for U.S. federal, and Seller shall allocate the Purchase Price (applicable state and all other amounts treated as consideration for local, income Tax purposes, the sale and purchase of the Purchased Interests shall be treated as a sale of all of the assets of the Company by Seller and a purchase of all of the assets of the Company by Purchaser. Within ninety (90) days following the final determination of the Final Closing Purchase Price Amount pursuant to Section 2.4, Purchaser shall prepare and deliver to Seller a 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 of the Company and its Subsidiaries, which allocation shall be in accordance with the Code, including Section 1060 of the Code thereof, and the Treasury Regulations promulgated thereunder thereunder, and in accordance with the principles set forth on Schedule 2.6 (such principles, the “AllocationAllocation Principles” and such statement, the “Draft Allocation Statement”). No later than ninety Purchaser and Seller shall use reasonable efforts to agree upon the Draft Allocation Statement within thirty (9030) days after the Purchase Price is finally determined hereunder, Buyer shall deliver to Seller a proposed Allocation (“Buyer’s Allocation”) for its review following delivery by Xxxxxxxxx and comment. If Seller does not provide any comments to Buyer in writing on or before the 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 or before the thirtieth (30th) day after Buyer delivers to Seller Buyer’s Allocation, Buyer and Seller shall negotiate in good faith and attempt to resolve any differences within thirty (30) daysdisagreement with respect to the Draft Allocation Statement. If Purchaser and Seller and Buyer have agreed on the Allocation are unable to resolve any such disagreement within either such thirty (30) day period, then Buyer and Seller such disagreement shall (and be resolved by the Accounting Firm; provided, however, that any such resolution shall cause their respective Affiliates) to (a) report, act and file Tax Returns in all respects and for all purposes be consistent with such Allocation, and (b) not take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such the Allocation Principles. The allocation, except as set forth in the Draft Allocation Statement, as adjusted pursuant to 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 1313(a) of the Code (or any analogous similar provision of state, local or foreign non- U.S. law), each Party shall file all Tax Returns in a manner that is consistent with the Allocation Principles, this Section 2.6 and the Allocation Statement and refrain from taking any Tax position inconsistent therewith. If Buyer any Contingent Consideration Installment Amounts, Revenue Sharing Payments or any amounts described in Section 2.8 are paid to Seller or the Purchase Price is otherwise adjusted pursuant to this Agreement, the Allocation Statement shall be adjusted as appropriate, and Seller are unable to resolve the Parties shall cooperate in making any such disagreement within such thirty (30) day period, then each of Buyer and Seller shall use its own allocationadjustments. Each party shall provide the other promptly with any other information required to complete Internal Revenue Service Form 8594.Section 2.7

Tax Treatment; Purchase Price Allocation. The Parties agree that the transactions contemplated by this Agreement will be treated for U.S. federal Income Tax purposes as a sale by Seller to Buyer and Seller shall allocate of all of the Purchase Price assets of the Target Group (and all other amounts than the assets treated as consideration held by the Tax Partnership) and Seller’s partnership interest in the Tax Partnership. Buyer shall prepare an allocation of (a) the purchase price (as determined for income U.S. federal Income Tax purposes) among the assets of the Company Target Group (other than the assets treated as held by the Tax Partnership) and its SubsidiariesSeller’s partnership interest in the Tax Partnership and (b) the portion of the purchase price allocated to Seller’s partnership interest in the Tax Partnership among the assets treated as held by the Tax Partnership, which allocation shall be in each case, in accordance with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder and, to the extent permitted by applicable Law, in a manner consistent with the Allocated Values (the “Allocation”). No ) no later than ninety sixty (9060) days after the determination of the Final Purchase Price is finally determined hereunder, Price. The Parties acknowledge that the portion of the purchase price paid in Buyer Parent Common Stock shall deliver be based on the fair market value of such stock on the Closing Date. Seller shall notify Buyer in writing within fifteen (15) days of receipt of the Allocation of any comments to Seller a proposed Allocation (“Buyer’s the Allocation”) for its review and comment. If Seller does not provide deliver any comments written notice of objection to Buyer in writing on or before the thirtieth Allocation within such fifteen (30th) day after Buyer delivers to Seller Buyer’s Allocation15)-day period, then Buyer’s the Allocation shall be deemed to be final final, conclusive and binding, absent manifest errorbinding on the Parties. If, however, Seller submits If a written comments notice of objection is timely delivered to Buyer, notifying Seller and Buyer of any objection in reasonable detail on or before the thirtieth (30th) day after Buyer delivers to Seller Buyer’s Allocation, Buyer and Seller shall will negotiate in good faith for a period of twenty (20) days to resolve any differences within thirty such dispute (30) daysthe “Allocation Dispute Resolution Period”). If If, during the Allocation Dispute Resolution Period, Seller and Buyer have agreed on resolve their differences in writing as to any disputed amount, such resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Allocation. In the event that Seller and Buyer do not resolve all of the items disputed in the Allocation within either thirty (30) day periodprior to the end of the Allocation Dispute Resolution Period, then Buyer all such unresolved disputed items shall be determined by the Accounting Firm in accordance with the procedures of Section 2.7(c), mutatis mutandis. Such determination shall be final and Seller binding and the Allocation shall (be updated to reflect such determination. Any subsequent adjustments to purchase price for U.S. federal Income Tax purposes shall be allocated in a manner consistent with the Allocation as finally determined hereunder and in accordance with Section 1060 of the Code. The Parties shall, and shall cause their respective Affiliates) to (a) reportAffiliates to, act and file Tax Returns report consistently with the Allocation, as finally determined in accordance with this Section 2.8, in all respects and for all purposes consistent with such AllocationTax Returns, including Internal Revenue Service (“IRS”) Form 8594, and (b) not no Party shall take any Tax position (whether including in auditsany Tax Return and in any Tax examination, Tax Returns audit, claim or otherwisesimilar proceeding) that is inconsistent with such allocationthe Allocation, except as finally determined in accordance with this Section 2.8, in each case, unless required to the extent otherwise required pursuant to do so by a “determination” within the meaning of final determination as defined in Section 1313(a) 1313 of the Code (or any analogous similar provision of applicable 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 use its own allocation. Each party shall provide or with the other promptly Party’s prior written consent; provided, however, 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 any other information required to complete Internal Revenue Service Form 8594the Allocation.

Tax Treatment; Purchase Price Allocation. For federal income Tax purposes (and, where applicable, state and local income Tax purposes), Buyer, Seller and the Partnership agree to treat the Pre-Closing Distribution to Seller as a distribution from the Partnership to Seller pursuant to Code Section 731. For federal income Tax purposes (and, where applicable, state and local income Tax purposes), Buyer and Seller agree to treat the purchase of the Partnership Interest contemplated by this Agreement as an acquisition of assets in the manner described in Situation 1 of Revenue Ruling 99-6, 1999-1 C.B. 423, provided, however, if within sixty (60) Business Days following the Closing Date, Buyer notifies Seller that Buyer will elect to treat itself as an association taxable as a corporation for federal income Tax purposes effective on a date that precedes the Closing Date, then (i) Buyer and Seller shall allocate treat the purchase of the Partnership Interest contemplated by this Agreement as a transfer of an interest in a partnership by sale or exchange as described in Code Section 743(b); (ii) the Partnership shall make or otherwise have in effect an election pursuant to Code Section 754 for its taxable year that includes the Closing Date; and (iii) Buyer and Seller agree that the purchase of the Partnership Interest shall not terminate the Partnership for federal income Tax purposes pursuant to Code Section 708(b)(1)(A) or Code Section 708(b)(1)(B). The Purchase Price (Price, as increased by the applicable liabilities of the Partnership and all other amounts treated as consideration relevant items, shall be allocated for income Tax purposes) purposes among the Mexican Subsidiary Shares and the assets of the Company and its Subsidiaries, which allocation shall be Partnership in accordance with the methodology set forth on Exhibit B. Buyer and Seller shall follow and use such allocation in the preparation of all Tax Returns or similar reports filed by them with any Tax Authority, including any disclosures required to be made to the United States Internal Revenue Service by the parties under the provisions of Section 1060 of the Code and the or any Treasury Regulations promulgated thereunder (the “Allocation”). No later than ninety (90) days after the Purchase Price is finally determined hereunder, Buyer shall deliver to Seller a proposed Allocation (“Buyer’s Allocation”) for its review and comment. If Seller does not provide any comments to Buyer in writing on or before the 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 or before the thirtieth (30th) day after Buyer delivers to Seller Buyer’s Allocation, Buyer and Seller shall negotiate in good faith to resolve any differences within thirty (30) days. If Seller and Buyer have agreed on the 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 (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 use its own allocation. Each party shall provide the other promptly with any other information required to complete Internal Revenue Service Form 8594thereunder.

Tax Treatment; Purchase Price Allocation. Buyer and Seller shall allocate the Purchase Price (and all other amounts treated as consideration The Parties intend that, for U.S. federal income Tax purposes) among , 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 its SubsidiariesSCP/MFM II) and the Sellers treat their sale of the Purchased Securities, which allocation shall be 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 Treasury Regulations promulgated regulations thereunder (and any comparable provisions of state or local Tax law). A schedule (the “Seller Party Proposed Allocation”). No later than ) setting forth such proposed allocation shall be prepared by the Sellers’ Representative and delivered to the Buyer Parties within ninety (90) days after the Purchase Price is finally determined hereunder, Buyer shall deliver to Seller a proposed Allocation (“Buyer’s Allocation”) for its review and comment. If Seller does not provide any comments to Buyer in writing on or before the 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 errorClosing Date. If, however, Seller submits written comments to Buyer, notifying Buyer of any objection in reasonable detail on or before the thirtieth (30th) day after Buyer delivers to Seller Buyer’s Allocation, Buyer and Seller shall negotiate in good faith to resolve any differences within thirty (30) daysdays of the delivery of the Seller Party Proposed Allocation, 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 Seller and Buyer have agreed (on the Allocation other hand), within either thirty (30) day perioddays 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 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 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 Seller shall (and shall cause their respective Affiliates) to (a) Affiliates shall report, act and file Tax Returns (including Internal Revenue Service Form 8594, if required) in all respects and for all purposes consistent with such Allocationthe Purchase Price Allocation (as finally determined), and (b) not take any position (whether in auditswhich shall be binding upon the parties. Notwithstanding the foregoing, Tax Returns or otherwise) that is inconsistent with such allocation, except to the extent otherwise required the Seller Party Proposed Allocation reasonably allocates any amount to an 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 a “determination” within Sections 2.3 or 10.5 of this Agreement), the meaning 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 Section 1313(a) assets that were the subject of the Code adjustments to the Purchase Price, and 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 claims for refunds) in a manner consistent with the Purchase Price Allocation, including any adjustments to such Purchase Price Allocation made pursuant to this Section 10.4(H) or any analogous provision of stateas otherwise agreed to by the Parties, 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 use its own allocation. Each party shall provide the other promptly with their commercially reasonable efforts to sustain such allocation in any other information required to complete Internal Revenue Service Form 8594subsequent Tax audit or dispute.