Common use of Transaction Consideration Allocation Clause in Contracts

Transaction Consideration Allocation. The portion of the Transaction Consideration attributable to the Purchaser’s acquisition of the Purchased Interests (and other relevant items that are treated for Tax purposes as part of the consideration paid for such units, including any Liabilities) shall be allocated in accordance with Section 1060 of the Code and the Treasury Regulations thereunder and in a manner consistent with the methodology set forth on Schedule 2.4. Within ninety (90) calendar days after the Closing Date or as soon as reasonably practicable thereafter, Purchaser shall prepare and deliver to the Sellers a proposed allocation of such portion of the Transaction Consideration (and other relevant items) for Tax purposes (the “Proposed Allocation”). The Sellers shall, within thirty (30) calendar days following receipt of the Proposed Allocation, provide Purchaser with written notice stating in reasonable detail any objection to the Proposed Allocation and proposing an alternative allocation for Tax purposes. Purchaser and the Sellers shall cooperate in good faith to resolve any disputed items relating to the Proposed Allocation. If Purchaser and the Sellers are unable to resolve any such disputes on or prior to the fifteenth (15th) calendar day after the Sellers timely deliver written notice of an objection to the Proposed Allocation to Purchaser (together with a proposed alternative allocation), then Purchaser and the Sellers shall retain the Accounting Firm to, acting as an expert and not as an arbitrator, resolve the remaining disputed items as soon as practicable and in any event within thirty (30) calendar days of such retention. The Accounting Firm shall deliver to Purchaser and the Sellers a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on the information provided to the Accounting Firm by Purchaser and the Sellers) of the disputed items in the Proposed Allocation. All decisions of the Accounting Firm shall be final and nonappealable absent fraud or manifest error, and the Proposed Allocation shall be revised if and to the extent necessary to reflect the determination of the Accounting Firm (such allocation, as finally determined, the “Final Allocation”). The fees and expenses of the Accounting Firm shall be allocated between the Sellers and Purchaser in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by each such party (as finally determined by the Accounting Firm) bears to the total amount of such disputed items so submitted. Any adjustments to the Transaction Consideration (or other relevant items) attributable to the Purchaser’s acquisition of the Purchased Interests occurring thereafter shall be allocated in a manner consistent with the Final Allocation. Each of the Sellers, Purchaser and the Group Companies agree to file (and cause their Affiliates to file) their respective Tax Returns, reports and other forms in a manner consistent with the Final Allocation; provided that nothing in this Section 2.4 shall be construed so as to prevent any such party from settling, or require any such party to commence or participate in any litigation or administrative process challenging, any determination by a Governmental Entity that is based upon or arising out of the Final Allocation.

Transaction Consideration Allocation. The portion (a) NanoString and Veracyte agree to allocate and, as applicable, to cause their relevant affiliates to allocate, the Transaction Consideration and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets in accordance with the methodology presented in Exhibit D attached hereto (the “Allocation Methodology”). (b) No later than [†] after the Closing, Veracyte shall deliver to NanoString a proposed allocation of the Transaction Consideration attributable to the Purchaser’s acquisition of the Purchased Interests (and any other relevant items that are treated as additional consideration for Tax purposes as part among each applicable member of the consideration paid NanoString Group that sells, transfers or assigns (or is treated as selling, transferring or assigning, for such unitsU.S. federal income Tax purposes) any Purchased Assets or Assumed Liabilities and further among each of the Purchased Assets and the License determined in a manner consistent with the Allocation Methodology, including any Liabilities) shall be allocated in accordance with Section 1060 of the Code and the Treasury Regulations thereunder promulgated thereunder, and any other relevant provision of applicable Tax Law (“Veracyte’s Allocation”). If NanoString disagrees with Veracyte’s Allocation, NanoString may, within [†] after delivery of NanoString’s Allocation, deliver a notice (“NanoString’s Allocation Notice”) to Veracyte to such effect, specifying those items as to which NanoString disagrees and setting forth NanoString’s proposed allocation. NanoString and Veracyte shall, during the [†] following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in a manner consistent with order to determine the methodology set forth on Schedule 2.4. Within ninety (90) calendar days after the Closing Date or as soon as reasonably practicable thereafter, Purchaser shall prepare and deliver to the Sellers a proposed allocation of such portion of the Transaction Consideration (and any other relevant items) for Tax purposes (the “Proposed Allocation”). The Sellers shall, within thirty (30) calendar days following receipt of the Proposed Allocation, provide Purchaser with written notice stating in reasonable detail any objection to the Proposed Allocation and proposing an alternative allocation items that are treated as additional consideration for Tax purposes. Purchaser If NanoString and the Sellers Veracyte are unable to reach such agreement, they shall cooperate in good faith promptly thereafter cause a nationally recognized independent accounting firm mutually selected by NanoString and Veracyte (“Independent Accounting Firm”), who shall be promptly engaged, to resolve any disputed items remaining disputes. All fees and expenses relating to the Proposed Allocation. If Purchaser and the Sellers are unable to resolve any such disputes on or prior to the fifteenth (15th) calendar day after the Sellers timely deliver written notice of an objection to the Proposed Allocation to Purchaser (together with a proposed alternative allocation)work, then Purchaser and the Sellers shall retain the Accounting Firm toif any, acting as an expert and not as an arbitrator, resolve the remaining disputed items as soon as practicable and in any event within thirty (30) calendar days of such retention. The Accounting Firm shall deliver to Purchaser and the Sellers a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on performed by the information provided to the Accounting Firm by Purchaser and the Sellers) of the disputed items in the Proposed Allocation. All decisions of the Independent Accounting Firm shall be final borne equally by NanoString and nonappealable Veracyte. Any allocation of the Transaction Consideration and any other items that are treated as additional consideration for Tax purposes determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect, and be consistent with the Allocation Methodology. The allocation, as prepared by Veracyte if no NanoString’s Allocation Notice has been timely given, as adjusted pursuant to any agreement between NanoString and Veracyte, or as determined by the Independent Accounting Firm in accordance with this Section 2.9(b) (the “Allocation”), shall be conclusive and binding on the Parties absent fraud or manifest error, and the Proposed . The Allocation shall be revised if and to the extent necessary adjusted, as necessary, to reflect the determination of the Accounting Firm (such allocation, as finally determined, the “Final Allocation”). The fees and expenses of the Accounting Firm shall be allocated between the Sellers and Purchaser in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by each such party (as finally determined by the Accounting Firm) bears to the total amount of such disputed items so submitted. Any any subsequent adjustments to the Transaction Consideration and any other items that are treated as additional consideration for Tax purposes. NanoString and Veracyte agree (or and agree to cause their respective affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns in accordance with the Allocation unless otherwise required by a Taxing Authority. In the event that the Allocation is disputed by any Taxing Authority, the Party receiving notice of such dispute shall promptly notify the other relevant items) attributable to the Purchaser’s acquisition Party in writing of such notice and resolution of the Purchased Interests occurring thereafter shall be allocated in a manner consistent with the Final Allocation. Each of the Sellers, Purchaser and the Group Companies agree to file (and cause their Affiliates to file) their respective Tax Returns, reports and other forms in a manner consistent with the Final Allocation; provided that nothing in this Section 2.4 shall be construed so as to prevent any such party from settling, or require any such party to commence or participate in any litigation or administrative process challenging, any determination by a Governmental Entity that is based upon or arising out of the Final Allocationdispute.

Transaction Consideration Allocation. (a) The portion aggregate purchase price (the “Transaction Consideration”) for the Purchased Stock and cancellation of the Transaction Consideration attributable to Company Options and the Purchaser’s acquisition of the Purchased Interests (and other relevant items that are treated for Tax purposes as part of the consideration paid for such units, including any Liabilities) Warrant shall be allocated an amount equal to (x) $11,000,000 (the “Base Purchase Price”), plus or minus, as the case may be, (y) an adjustment amount as determined in accordance with Section 1060 2.6, (the amounts set forth in (x) and (y) together are the “Closing Consideration”) plus (z) the Earnout Payment, if any. (b) The Earnout Payment, if any, shall be earned and paid in accordance with Annex B. Each Securityholder shall be eligible to receive payment of such Securityholder’s pro rata portion of the Code and the Treasury Regulations thereunder and in a manner consistent with the methodology set forth on Schedule 2.4. Within ninety Earnout Payment, if any. (90c) calendar days after No fewer than three (3) Business Days prior to the Closing Date or as soon as reasonably practicable thereafterDate, Purchaser the Company shall prepare and deliver to Buyer a statement (in form and substance reasonably acceptable to Buyer) (the “Estimated Closing Statement”) setting forth (i) Sellers’ good faith estimates of (A) Net Working Capital (the “Estimated Net Working Capital”), (B) Closing Cash (the “Estimated Closing Cash”), (C) Closing Indebtedness (the “Estimated Closing Indebtedness”), (D) Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (E) Estimated Cash Consideration. After delivery to Buyer of the Estimated Closing Statement and prior to the Closing, Sellers and the Company shall, and Sellers shall cause the Company to, provide Buyer and its Representatives with a proposed allocation reasonable opportunity, in a manner that does not unreasonably interfere with the businesses and operations of the Company, to review any books and records used in preparing the Estimated Closing Statement. (d) Attached to Annex C is a table (the “Capitalization Table”) that sets forth, as of the Execution Date, the following: (i) the name of each Seller, the number and class of shares of Purchased Stock held by each Seller (including the applicable liquidation preference), and such portion Seller’s Pro Rata Share; (ii) the name of each Optionholder, the number of shares of Purchased Stock subject to the Company Options held by such Optionholder and the related exercise price, and a notation of whether such Optionholder is “in the money” or “out of the money” based upon the Base Purchase Price; and (ii) the name of the Warrantholder, the number of shares of Purchased Stock subject to Warrant held by the Warrantholder and the related exercise price, and a notation of whether the Warrantholder is “in the money” or “out of the money” based upon the Base Purchase Price. (e) At least three (3) Business Days prior to the Closing and concurrently with the delivery of the Estimated Closing Statement, Sellers shall prepare and deliver to Buyer a certificate (as updated pursuant to this Agreement, the “Allocation Certificate”) that sets forth (i) all of the information set forth on the Capitalization Table updated as of the Closing Date; (ii) the amount of the Estimated Cash Consideration payable to each Seller; (iii) the amount of the Estimated Cash Consideration payable to each Optionholder; (iv) the amount of the Estimated Cash Consideration payable to the Warrantholder; (v) for each Securityholder, the percentage of the Transaction Consideration (and other relevant items) for Tax purposes (the “Proposed Allocation”). The Sellers shall, within thirty (30) calendar days following receipt of the Proposed Allocation, provide Purchaser with written notice stating in reasonable detail any objection due to the Proposed Allocation and proposing an alternative allocation for Tax purposes. Purchaser and the Sellers shall cooperate in good faith to resolve any disputed items relating to the Proposed Allocation. If Purchaser and the Sellers are unable to resolve any such disputes on or prior to the fifteenth (15th) calendar day after the Sellers timely deliver written notice of an objection to the Proposed Allocation to Purchaser (together with a proposed alternative allocation), then Purchaser and the Sellers shall retain the Accounting Firm to, acting as an expert and not as an arbitrator, resolve the remaining disputed items as soon as practicable and in any event within thirty (30) calendar days of such retention. The Accounting Firm shall deliver to Purchaser and the Sellers a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on the information provided to the Accounting Firm by Purchaser and the Sellers) of the disputed items in the Proposed Allocation. All decisions of the Accounting Firm shall be final and nonappealable absent fraud or manifest error, and the Proposed Allocation shall be revised if and to the extent necessary to reflect the determination of the Accounting Firm (such allocation, as finally determined, the “Final Allocation”). The fees and expenses of the Accounting Firm shall be allocated between the Sellers and Purchaser in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by each such party (as finally determined by the Accounting Firm) bears to the total amount of such disputed items so submitted. Any adjustments Securityholder relative to the Transaction Consideration due to all Securityholders in the aggregate (or other relevant itemsthe “Allocation Percentage”); (vi) attributable to the Purchaser’s acquisition a notation of the Purchased Interests occurring thereafter shall be allocated in a manner consistent with the Final Allocation. Each of the Sellers, Purchaser whether each Optionholder and the Group Companies agree to file (and cause their Affiliates to file) their respective Tax Returns, reports and other forms Warrantholder is “in a manner consistent with the Final Allocation; provided that nothing in this Section 2.4 shall be construed so as to prevent any such party from settling, money” or require any such party to commence or participate in any litigation or administrative process challenging, any determination by a Governmental Entity that is based upon or arising “out of the money” based upon the Closing Consideration; and (vii) the effective price per share due to be paid for each share of Common Stock (taking into account the shares of stock that are subject to Company Options and the Warrant that, in each case, are “in the money,” including, for purposes of the updates to the Allocation Certificate required herein, Company Options and the Warrant that were “out of the money” but became “in the money” after determination of the Final AllocationCash Consideration pursuant to Section 2.6 or the Earnout Payment pursuant to Annex B). The Allocation Certificate shall be executed by each Seller and shall include a statement that: (x) such Seller has reviewed the Allocation Certificate; (y) the information set forth on the Allocation Certificate is true and correct; and (z) such Seller waives any and all claims against Buyer, the Company, and Sellers’ Representative with respect to the accuracy of the Allocation Certificate. The Parties agree that Buyer shall be entitled to rely on the Allocation Certificate in making payments under Article II and Annex B and Buyer shall not be responsible for the calculations or the determinations regarding such calculations in such Allocation Certificate (including any update thereto).

Transaction Consideration Allocation. The portion If an Election is made, the Parties shall agree upon an allocation of the Transaction Consideration, allocating the ADSP (as such term is defined in Treasury Regulation Section 1.338-4) of the assets of the Company and its Subsidiaries in accordance with Section 1.338(h)(10)-1 of the Treasury Regulations promulgated under Section 338(h)(10) of the Code; provided, however, that (i) Purchaser’s cost for the assets that it is deemed to acquire may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the amount so allocated and (ii) the amount realized by Seller may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income tax purposes. As soon as reasonably practical following the making of an Election, Purchaser shall cause to be conducted an appraisal of certain portions of the Company’s and its Subsidiary’s assets as shall be deemed reasonably necessary by Purchaser. Purchaser shall promptly share the results of such appraisals with Seller. Assuming that the results of the appraisals are reasonably acceptable to Seller, thereafter, Purchaser and Seller shall in good faith determine the final allocation of the Transaction Consideration attributable based on the appraisals received by Purchaser and on a basis reasonably acceptable to the Purchaser’s acquisition of the Purchased Interests Seller (and other relevant items that are treated for Tax purposes as part of the consideration paid for such unitswhich approval shall not be unreasonably withheld), including the principles set forth above. If an Election is made, Seller and Purchaser agree to act in accordance with the agreed upon allocation in the preparation, filing and audit of any Liabilities) Tax Return. The ADSP shall be allocated among the assets of the Company and its Subsidiaries in accordance with Section 1060 1.338(h)(10)-1 of the Code and Treasury Regulations, if the Treasury Regulations thereunder and in a manner consistent with the methodology set forth on Schedule 2.4. Within ninety (90) calendar days after the Closing Date or as soon as reasonably practicable thereafter, Purchaser shall prepare and deliver to the Sellers a proposed allocation of such portion of the applicable Transaction Consideration (and other relevant items) for Tax purposes (the “Proposed Allocation”). The Sellers shall, within thirty (30) calendar days following receipt of the Proposed Allocation, provide Purchaser with written notice stating in reasonable detail any objection to the Proposed Allocation and proposing an alternative allocation for Tax purposes. Purchaser and the Sellers shall cooperate in good faith to resolve any disputed items relating to the Proposed Allocation. If Purchaser and the Sellers are unable to resolve any such disputes on or prior to the fifteenth (15th) calendar day after the Sellers timely deliver written notice of an objection to the Proposed Allocation to Purchaser (together with a proposed alternative allocation), then Purchaser and the Sellers shall retain the Accounting Firm to, acting is adjusted as an expert and not as an arbitrator, resolve the remaining disputed items as soon as practicable and in any event within thirty (30) calendar days of such retention. The Accounting Firm shall deliver to Purchaser and the Sellers a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on the information provided to the Accounting Firm by Purchaser and the Sellers) of the disputed items in the Proposed Allocation. All decisions of the Accounting Firm shall be final and nonappealable absent fraud or manifest error, and the Proposed Allocation shall be revised if and to the extent necessary to reflect the determination of the Accounting Firm (such allocation, as finally determined, the “Final Allocation”). The fees and expenses of the Accounting Firm shall be allocated between the Sellers and Purchaser in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by each such party (as finally determined by the Accounting Firm) bears to the total amount of such disputed items so submitted. Any adjustments to the Transaction Consideration (or other relevant items) attributable to the Purchaser’s acquisition of the Purchased Interests occurring thereafter shall be allocated in a manner consistent with the Final Allocation. Each of the Sellers, Purchaser and the Group Companies agree to file (and cause their Affiliates to file) their respective Tax Returns, reports and other forms in a manner consistent with the Final Allocation; provided that nothing in this Section 2.4 shall be construed so as to prevent any such party from settling, or require any such party to commence or participate in any litigation or administrative process challenging, any determination by a Governmental Entity that is based upon or arising out of the Final Allocationpermitted hereunder.

Transaction Consideration Allocation. (a) The portion of Buyer and the Transaction Consideration attributable Sellers shall endeavor to the Purchaser’s acquisition of the Purchased Interests (and other relevant items that are treated for Tax purposes as part of the consideration paid for such units, including any Liabilities) shall be allocated agree in accordance with Section 8.2(b) on an allocation of the total consideration (as determined for federal income tax purposes) for the Sold Interests among the assets of the Companies (the “Allocation”) for purposes of Subchapter K and Section 1060 of the Code. If the parties agree to the Allocation, then, except as may be required by a “determination” (within the meaning of Section 1313(a) of the Code and or any similar state or local tax provision), neither the Treasury Regulations thereunder and in Buyer nor the Sellers (nor any of their respective affiliates) shall file any Tax Return or take a manner consistent position with a Taxing Authority that is inconsistent with the methodology set forth on Schedule 2.4. Within ninety Allocation, including any amendments thereto. (90b) calendar days after the Closing Date or as soon as reasonably practicable thereafter, Purchaser The Buyer shall prepare and deliver to the Sellers present a proposed allocation of such portion draft of the Transaction Consideration (and other relevant items) for Tax purposes Allocation (the “Proposed Allocation”) to the Sellers’ Representative for review as soon as reasonably practicable after the Closing Date. Unless the Sellers’ Representative raise an objection as provided in this Section 8.2(b). The Sellers shall, within thirty (30) calendar days following receipt at the close of business on the 21st day after delivery of the Proposed Allocation, provide Purchaser with written notice stating in reasonable detail the Proposed Allocation shall become binding upon the Buyer and the Sellers and shall be the Allocation. The Sellers’ Representative shall raise any objection to the Proposed Allocation and proposing an alternative allocation for Tax purposesin writing within 20 days of the delivery of the Proposed Allocation. Purchaser The Buyer and the Sellers Sellers’ Representative shall cooperate negotiate in good faith to resolve any disputed items relating to differences for 10 days after delivery of any objection by the Sellers’ Representative. If the Buyer and the Sellers’ Representative reach written agreement amending the Proposed Allocation. If Purchaser , the Proposed Allocation, as amended by such written agreement, shall become binding upon the Buyer and the Sellers are unable to resolve any such disputes and shall be the Allocation. If the Buyer and the Sellers’ Representative cannot mutually agree on or prior to the fifteenth (15th) calendar appropriate allocation within the 10 day after the Sellers timely deliver written notice of an objection to the Proposed Allocation to Purchaser (together with a proposed alternative allocationtime limit set forth in this Section 8.2(b), then Purchaser the Buyer and each of the Sellers may report the allocation of consideration among the assets of the Companies in its sole discretion. (c) In the event that there is any adjustment to the aggregate consideration for the Sold Interests, the Sellers shall retain revise any agreed upon Allocation to reflect any such adjustment using the Accounting Firm to, acting as an expert and not as an arbitrator, resolve the remaining disputed items as soon as practicable and in any event within thirty (30) calendar days of such retention. The Accounting Firm shall deliver to Purchaser and the Sellers a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on the information provided to the Accounting Firm by Purchaser and the Sellers) of the disputed items principles applied in the Proposed Allocation. All decisions of agreed upon Allocation and taking into account the Accounting Firm shall be final and nonappealable absent fraud or manifest errorCompany to which such adjustments relate, and the Proposed Allocation shall be revised if and to the extent necessary to reflect the determination of the Accounting Firm (such allocation, as finally determinedrevised, shall be the Allocation. (d) In the event that the Allocation is disputed by any Taxing Authority, the “Final Allocation”)party receiving notice of such dispute shall promptly notify and consult with the other party and keep the other party apprised of material developments concerning resolution of such dispute. The fees party receiving notice of such dispute shall control any Proceeding resulting from such dispute by any Taxing Authority regarding the Allocation; provided, however, Buyer and expenses of Sellers’ Representative shall each have the Accounting Firm right to participate in such Proceeding at its sole cost and expense, and no such Proceeding shall be allocated between settled without the Sellers consent of Buyer and Purchaser in the same proportion that the aggregate amount of the disputed items submitted Sellers’ Representative (such consent not to the Accounting Firm that are unsuccessfully disputed by each such party (as finally determined by the Accounting Firm) bears to the total amount of such disputed items so submitted. Any adjustments to the Transaction Consideration (or other relevant items) attributable to the Purchaser’s acquisition of the Purchased Interests occurring thereafter shall be allocated in a manner consistent with the Final Allocation. Each of the Sellersunreasonably withheld, Purchaser and the Group Companies agree to file (and cause their Affiliates to file) their respective Tax Returns, reports and other forms in a manner consistent with the Final Allocation; provided that nothing in this Section 2.4 shall be construed so as to prevent any such party from settlingconditioned, or require any such party to commence or participate in any litigation or administrative process challenging, any determination by a Governmental Entity that is based upon or arising out of the Final Allocationdelayed).

Transaction Consideration Allocation. The portion of the Transaction Consideration allocable to the Blocker Stock for Income Tax purposes shall not be more than 5.5049%. The portion of the Transaction Consideration attributable to the Purchaser’s acquisition of the Purchased Interests (and other relevant items that are treated for Tax purposes as part of the consideration paid for such units, including any Liabilities) shall be allocated in accordance with Section 1060 of the Code and the Treasury Regulations thereunder and in a manner consistent with the methodology set forth on Schedule 2.4. Within ninety (90) calendar days after the Closing Date or as soon as reasonably practicable thereafter, Purchaser shall prepare and deliver to the Sellers a proposed allocation of such portion of the Transaction Consideration (and other relevant items) for Tax purposes (the “Proposed Allocation”). The Sellers shall, within thirty (30) calendar days following receipt of the Proposed Allocation, provide Purchaser with written notice stating in reasonable detail any objection to the Proposed Allocation and proposing an alternative allocation for Tax purposes. Purchaser and the Sellers shall cooperate in good faith to resolve any disputed items relating to the Proposed Allocation. If Purchaser and the Sellers are unable to resolve any such disputes on or prior to the fifteenth (15th) calendar day after the Sellers timely deliver delivers written notice of an objection to the Proposed Allocation to Purchaser (together with a proposed alternative allocation), then Purchaser and the Sellers shall retain the Accounting Firm to, acting as an expert and not as an arbitrator, resolve the remaining disputed items as soon as practicable and in any event within thirty (30) calendar days of such retention. The Accounting Firm shall deliver to Purchaser and the Sellers a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on the information provided to the Accounting Firm by Purchaser and the Sellers) of the disputed items in the Proposed Allocation. All decisions of the Accounting Firm shall be final and nonappealable absent fraud or manifest error, and the Proposed Allocation shall be revised if and to the extent necessary to reflect the determination of the Accounting Firm (such allocation, as finally determined, the “Final Allocation”). The fees and expenses of the Accounting Firm shall be allocated between the Sellers (allocated among Blocker Seller and Midco Holdings per the Blocker Corp Pro Rata Portion and the Midco Holdings Pro Rata Portion, respectively) and Purchaser in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by each such party (as finally determined by the Accounting Firm) bears to the total amount of such disputed items so submitted. Any adjustments to the Transaction Consideration (or other relevant items) attributable to the Purchaser’s acquisition of the Purchased Interests occurring thereafter shall be allocated in a manner consistent with the Final Allocation. Each of the Sellers, Purchaser Purchaser, Blocker Corp and the Group Companies agree to file (and cause their Affiliates to file) their respective Tax Returns, reports and other forms in a manner consistent with the Final Allocation; provided that nothing in this Section ‎Section 2.4 shall be construed so as to prevent any such party from settling, or require any such party to commence or participate in any litigation or administrative process challenging, any determination by a Governmental Entity that is based upon or arising out of the Final Allocation.