Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

Allocation of Purchase Price. (a) Seller Parent and Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of Parent agree that the Purchase Price and the Assumed Liabilities (plus other relevant items, as determined in accordance with Section 1060 of the Code) shall be allocated among such other consideration paid the Purchased Assets and the non-competition agreement under Section 6.07 for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”), which allocation shall be made in accordance with Section 1060 of the Code. A draft of the Allocation Schedule shall be prepared by Buyer Parent and delivered to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable Parent within 60 days following the Closing (but Date. If Seller Parent notifies Buyer Parent in writing that Seller Parent objects to one or more items reflected in the Allocation Schedule, Seller Parent and Buyer Parent shall negotiate in good faith to resolve such dispute; provided, however, that if Seller Parent and Buyer Parent are unable to resolve any event dispute with respect to the Allocation Schedule within 10 Business Days 60 days following the final determination Closing Date, such dispute shall be resolved by the Independent Accountants. The Independent Account’s review shall be limited to whether a disputed item is materially inconsistent with Section 1060 of the Adjustment Amount)Code and the regulations promulgated thereunder, and shall be final and binding on all parties. The fees and expenses of such accounting firm shall be borne equally by Seller Parent and Buyer Parent. Buyer Parent and Seller Parent shall prepare file all Tax Returns (including amended returns and deliver claims for refund) and information reports in a manner consistent with the Allocation Schedule. Any adjustments to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.022.06, among the Auctioned Assets (the "Allocation"). The Allocation Section 8.06 or otherwise under this Agreement shall be allocated in a manner consistent with the Allocation Schedule. (b) If and to the extent that any amounts are paid to the Seller Parent with respect to the Escrow Amounts under Section 2.05(b), such amounts shall be treated as consideration for the Purchased Assets pursuant to the provisions of this Section 2.08 in a manner consistent with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesFurthermore, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer Parent and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections Parent shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation exchange completed and executed copies of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Supplemental Internal Revenue Service Form 8594, any required schedules thereto, and all Federal, any similar state, local and foreign Tax Returnsforms, in accordance with such Final Allocation and not later than 30 days prior to report the transactions contemplated by this Agreement filing date for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationsupplement.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among No later than ninety (90) days after the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Determination Date, Buyer shall prepare and deliver to Seller for its review and comment a final statement setting forth the allocation of the sum of the Purchase Price Price, plus any Assumed Liabilities and additional any other amounts as required by applicable Tax Law to be treated as consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02for applicable Tax purposes, among the Auctioned Assets Purchased Assets, which allocation shall be made in accordance with the methodology set forth on Schedule 2.06 hereto (the "Allocation"“Allocation Schedule”). The Allocation shall be consistent with , Section 1060 of the Code and the any applicable U.S. Treasury Regulations thereunder(the “Purchase Price Allocation”). Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared shall notify Buyer in accordance with Section 1060 writing within fifteen (15) days after receipt of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Purchase Price Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any disagreement or reasonable objections to such proposed changesSeller may have with the Purchase Price Allocation, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to which case Seller and Buyer a written determination shall use their good faith efforts to reach agreement thereon; provided, that, for the avoidance of doubt, the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon Parties agree that the parties hereto for all purposes, and methodology set forth in the Allocation Schedule shall not be the subject of any such disagreement or objections. In the event Seller and ▇▇▇▇▇ fail to so adjusted agree within thirty (30) days after ▇▇▇▇▇▇’s notice of disagreement has been delivered, then Seller and Buyer shall promptly engage the Allocation, including Independent Accountants to resolve the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes dispute in a manner consistent that accords with the Final AllocationAllocation Methodology within forty-five (45) days of the engagement. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely each pay fifty percent (50%) of the fees and expenses of such accounting firm in connection with such engagement. In the event that Seller does not notify Buyer of any disagreement or reasonable objection within fifteen (15) days of receipt of the Purchase Price Allocation, such Purchase Price Allocation shall be deemed finally determined. The Purchase Price Allocation finally determined pursuant to this Section 2.06 shall be used by ▇▇▇▇▇ and Seller for all tax purposes, including preparation and filing of IRS Form 8594 and all other Party applicable Tax Returns, and each no party hereto shall timely provide the other Party take or assert any position inconsistent therewith. The Purchase Price Allocation shall be modified as appropriate in accordance with reasonable assistance this Section 2.06 to reflect any adjustments in the event of an examination, audit or other proceeding regarding consideration (as determined for applicable Tax purposes) made following the Final AllocationClosing in accordance with this Agreement.

Allocation of Purchase Price. Buyer and Seller agree that the fair market value of the Purchased Assets will be appraised by PricewaterhouseCoopers or another accounting or appraisal firm mutually agreed upon by the parties (the “Appraisal”). All costs and expenses of the accounting or appraisal firm in preparing the Appraisal shall be borne by Buyer. Buyer shall deliver to Seller at Closing a preliminary copy of the Appraisal and an allocation among statement with its proposed allocations of the Auctioned Assets applicable portions of the Purchase Price (and among such any other applicable amounts treated as consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal U.S. federal income tax purposes, and, as soon as practicable following ) in accordance with the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare Appraisal and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunderpromulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). From and after the date hereof, Seller hereby agrees shall cooperate with the Buyer, as and to accept the extent reasonably requested by Buyer's Allocation unless , in connection with matters relating to the Appraisal and such allocations. If Seller determines does not notify the Buyer prior to the close of business on the date that is thirty (30) days after the date of receipt by Seller of the Appraisal and such Allocation was not prepared allocation statement that it disputes any of Buyer’s allocations, the allocations set forth in Buyer’s allocation statement shall be final and binding on the parties and the parties shall complete and timely file any necessary Tax forms, and their respective income Tax Returns, in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law")such allocations. If Seller so determinesnotifies Buyer within such thirty (30) day period that it disputes any of Buyer’s allocations, Seller the parties shall within 20 Business Days thereafter propose any changes necessary negotiate in good faith to cause finalize such disputed allocation(s) no later than thirty (30) days after the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery date of receipt by Buyer of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefornotice from Seller. If Buyer and Seller are unable to agree on such allocation(s) within such thirty (30) day period, then the parties shall hire and consult with the Independent Accountant to resolve any disputed objections within 10 Business Days thereafter, such objections the disagreement and make a determination with respect thereto as promptly as practicable. The determination by the Independent Accountant on the matter shall be referred binding. If an Independent Accountant is engaged pursuant to this Section 2.9, the Accountants, whose review will be limited to whether Buyer's Allocation fees and expenses of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants Independent Accountant shall be instructed to deliver to borne by Seller and Buyer a written determination in inverse proportion as such parties may prevail on the resolution of the proper disagreement which proportionate allocation of such disputed items within 20 Business Days. Such determination also will be determined by the Independent Accountant and be included in the Independent Accountant’s written report, and an appropriate adjustment and payment shall be conclusive and binding upon made within three (3) Business Days of the parties hereto for all purposesresolution by the Independent Accountant, and the Allocation parties shall use reasonable best efforts to cause such resolution to be so adjusted rendered within thirty (30) days after such submission (the Allocation, including the adjustmentfinal allocation after resolution of all disputes, if any, to be is referred to as herein as, the "“Final Allocation"”). The fees and disbursements of the Accountants attributable to the Allocation parties shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign applicable Tax Returns, in accordance Returns consistent with such Final Allocation and not take any position contrary thereto in such Tax Returns or otherwise. The parties shall use commercially reasonable efforts to report update the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Final Allocation in a manner consistent accordance with the allocation methodology utilized in this Section 2.9 following any adjustment to the Purchase Price pursuant to this Agreement, and the parties shall report consistently with such Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with as adjusted, on all Tax Returns (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the amend already filed Tax Returns to reflect such adjusted Final Allocation) and not take any position contrary thereto in such Tax Returns or otherwise, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law).

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following (a) Within 30 days after the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Date, Buyer Parent shall prepare and deliver to Seller Purchaser a final proposed allocation of the Purchase Price net consideration paid by Purchaser pursuant to this Agreement (as determined for U.S. federal income Tax purposes) among the Acquired Assets and additional consideration described each Purchased Company (and, in the preceding clause, and the post-closing adjustment pursuant to Section 3.02case of any Purchased Company that is disregarded as separate from its owner for U.S. federal income Tax purposes, among the Auctioned Assets (the "Allocation"). The Allocation shall be assets of such Purchased Company) that is consistent with relevant Tax laws, including, as applicable, Section 1060 of the Code and (the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"“Parent Allocation”). If Seller so determinesPurchaser disagrees with the Parent Allocation, Seller Purchaser may, within 30 days after receipt of the Parent Allocation, deliver a revised draft of the allocation to Parent, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation (the “Purchaser Allocation”). If Purchaser delivers the Purchaser Allocation during such period, Parent and Purchaser shall, during the 30 days following such delivery, work together in good faith to reach agreement on the disputed items or amounts. If Parent and Purchaser are unable to reach such agreement, they shall promptly thereafter submit for resolution the items remaining in dispute to the Accounting Referee and shall instruct the Accounting Referee to (i) make a determination regarding such dispute as promptly as practicable, and in any event within 20 Business Days thereafter propose any changes necessary to cause 25 days from the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery date of submission of such proposed changes, Buyer shall provide Seller with dispute to the Accounting Referee pursuant to this Section 2.4 and (ii) deliver promptly thereafter a statement copy of any objections its determination to such proposed changesParent and Purchaser, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any report setting forth each disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, item and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation")Accounting Referee’s determination with respect thereto. The fees and disbursements expenses of the Accountants attributable Accounting Referee, with respect to the Allocation its engagement under this Section 2.4, shall be shared equally borne 50% by Buyer Parent and Seller50% by Purchaser. Each of Buyer The allocation, as prepared by Parent if no Purchaser Allocation has been timely delivered, as adjusted pursuant to any agreement between Parent and Seller agrees Purchaser or as determined by the Accounting Referee, shall be the “Purchase Price Allocation”. The Parties acknowledge and agree that the Parent Allocation, the Purchaser Allocation and the Purchase Price Allocation will, in all events, be prepared and determined in a manner consistent with Exhibit 2.4. (b) To the extent payments are made pursuant to timely Section 2.3, Article IX or Article X after the Purchase Price Allocation has been determined pursuant to Section 2.4(a), Parent and Purchaser shall cooperate in good faith to revise the Purchase Price Allocation as appropriate to reflect such payments. (c) Parent, Purchaser and their Affiliates shall report and file Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and consistent with the Purchase Price Allocation (as adjusted under Section 2.4(b)). None of Parent, and all FederalPurchaser, stateor any of their Affiliates shall take any position in connection with Tax matters (whether in audits, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent or otherwise) that is inconsistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance Purchase Price Allocation (as adjusted under Section 2.4(b)), unless required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationdo so by applicable Law.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller at Closing a preliminary allocation among schedule (the Auctioned Assets of “Preliminary Allocation Schedule”) allocating the Purchase Price and among such other consideration paid (which for this purpose shall be deemed to Seller pursuant to this Agreement that is include any liabilities properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment taken into account pursuant to Section 3.02, 1001 of the Code) among the Auctioned Assets (assets of the "Allocation")Company. The Preliminary Allocation Schedule shall be consistent reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller hereby agrees does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to accept Buyer's resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation unless Seller determines that Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation was not prepared Schedule, upon becoming final and binding in accordance with Section 1060 of the Code and foregoing, shall constitute the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the “Final Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Schedule.” Each of Buyer and Seller agrees to timely that neither it nor any of its Affiliates shall file Internal Revenue Service Form 8594, and all Federalany federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Returns in a manner consistent that is inconsistent with the Final AllocationAllocation Schedule. Each of The Final Allocation Schedule shall be amended by Buyer and Seller agrees upon any adjustment to promptly provide the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other party with respect to any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationsuch allocation.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable Within 60 days following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Valuation Date Working Capital pursuant to Section 3.3, Buyer shall prepare and deliver provide to Seller a schedule (the “Allocation Schedule”) allocating the final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation")Purchased Assets. The Allocation Schedule shall be consistent with Section 1060 of the Code reasonable and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not shall be prepared in accordance with Section 1060 of the Code and Code. If Seller does not provide notice of disagreement to Buyer within 30 days of receiving the regulations thereunder Allocation Schedule, the Allocation Schedule shall be binding as the final Allocation Schedule ("Applicable Law"the Allocation Schedule, as finalized pursuant to this Section 3.7, the “Final Allocation Schedule”). If Seller so determinesprovides notice of disagreement to Buyer within such 30-day period, Seller and Buyer shall discuss in good faith Seller’s disagreement and, if Seller and Buyer resolve such disagreement within 20 Business Days thereafter propose any changes necessary 30 days (or longer prior as agreed between the parties) of Seller receiving the Allocation Schedule, the Allocation Schedule shall be revised to reflect such resolution and as so revised shall be the Final Allocation Schedule. The parties agree (and agree to cause each of their respective Affiliates) to utilize the allocation set forth in any Final Allocation Schedule for all Tax purposes, including the filing of all Tax Returns and in the course of all Tax-related proceedings, unless otherwise required by applicable Requirements of Law pursuant to be prepared a final determination in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons thereforconnection therewith. If Seller and Buyer and Seller are unable to resolve any disputed objections such disagreements within 10 Business Days thereaftersuch 30 days (or longer period as agreed between the parties), such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation each of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive entitled to determine and binding upon allocate the parties hereto for all purposesfinal Purchase Price among the Purchased Assets in the manner it determines in its sole discretion, and the Allocation neither party shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable have any liability to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees other with respect to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationallocations.

Allocation of Purchase Price. Buyer 5.2.1 The purchase price for the Units of the Company (as determined for applicable Tax purposes) shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Assets assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination members of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration Company Group as described in the preceding clause, and the post-closing adjustment pursuant to this Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation 5.2. 5.2.2 Such purchase price shall be consistent allocated in accordance with Section 1060 of the Code and the Treasury Regulations thereunderthereunder (and any similar provision of applicable state, local and foreign Law) among the classes of assets that the Company is treated as owning for tax purposes. Seller hereby agrees UNIT PURCHASE AGREEMENT 50 5.2.3 Within sixty (60) days after the Closing Date, the Buyer shall prepare and deliver to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 the Seller, a proposed allocation of the Code purchase price. No later than thirty (30) days following receipt of the Buyer’s proposed allocation, the Seller shall deliver to the Buyer a written report containing any changes that the Seller proposes to be made to such allocation (and specifying the reasons therefor in reasonable detail). The Parties shall undertake to agree on a final allocation no later than thirty (30) days after the Buyer’s receipt of the Seller’s proposed changes. If the Seller does not submit any proposed changes within the thirty (30) days after receipt of the Buyer’s proposed allocation, the Buyer’s proposed allocation shall become the final allocation (the “Final Allocation”). The Seller and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable use their reasonable efforts to resolve any disputed objections disputes with respect to changes to the allocation proposed by the Seller. In the event that the Seller and the Buyer cannot reach an agreement within 10 Business Days thereaftertwenty (20) days after the Buyer receives notice of any changes proposed by the Seller, such objections then the matters in dispute shall be referred to resolved by a national accounting firm agreed upon by the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding Seller and the Allocation was prepared in accordance with Applicable LawBuyer (the “Accounting Firm”). The Accountants Accounting Firm shall be instructed to deliver to the Buyer and the Seller a written resolution of the matters in dispute within twenty (20) days. The Seller and the Buyer agree to accept the Accounting Firm’s determinations as to the matters in dispute and prepare a written determination Final Allocation on the basis of such determinations. The Seller and the Buyer each shall bear one half of the proper allocation costs and expenses of the Accounting Firm. 5.2.4 In the event that there is an adjustment to the purchase price after the Final Allocation is determined pursuant to Section 5.2.3, the Seller and the Buyer shall revise such disputed items within 20 Business DaysFinal Allocation to reflect such adjustment following the procedures set forth in Section 5.2.3 (the “Revised Final Allocation”). 5.2.5 The Final Allocation or Revised Final Allocation, as applicable, shall be used by the Seller (and its Affiliates) and, the Buyer (and its Affiliates) for all applicable Tax purposes including the preparation of IRS Form 8594, Asset Acquisition Statement. Such determination Form 8594 shall be conclusive completed by such Parties as soon as practicable after the Closing but in any event no later than fifteen (15) days prior to the date such form is required to be filed. The Seller and binding upon the parties hereto for Buyer and their Affiliates agree to file all purposesTax Returns consistent with the Final Allocation or Revised Final Allocation, as applicable, and not to assert, in connection with any audit or other proceeding with respect to Taxes, any asset values or other items inconsistent with the Final Allocation or Revised Final Allocation, as applicable, unless otherwise required by a determination under Section 1313(a) of the Code; provided however, that nothing contained herein shall prevent the Buyer or the Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Final Allocation or Revised Final Allocation, as applicable, and UNIT PURCHASE AGREEMENT 51 neither the Buyer nor the Seller shall be so adjusted (required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging the Final Allocation or Revised Final Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Sellerapplicable. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely promptly notify the other Party and each shall timely provide the other Party with reasonable assistance in the event writing upon receipt of an examination, notice of any pending or threatened Tax audit or other proceeding regarding assessment challenging the Final Allocation or Revised Final Allocation, as applicable.

Allocation of Purchase Price. Buyer Gold ▇▇▇▇ and Southern States shall deliver to Seller at Closing a preliminary allocation allocate the Estimated Purchase Price, when determined, among the Auctioned Purchased Assets of and the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit J. As soon as may be practicable after the Closing, Gold ▇▇▇▇ and Southern States shall amend Exhibit J to reflect any adjustments to the Estimated Purchase Price and among such other consideration paid to Seller made pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as Section 4.5. As soon as may be practicable following after the Closing (but and prior to filing any tax return which includes information related to the transactions contemplated in any event within 10 Business Days following this Agreement, Gold ▇▇▇▇ and Southern States employing the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment made pursuant to this Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation 14.4 shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller prepare mutually acceptable IRS Forms 8594 which they shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and use to report the transactions contemplated by in this Agreement for Federal Income Tax to the Internal Revenue Service and to all other taxing authorities. Neither Gold ▇▇▇▇ nor Southern States shall take a position in any tax purposes proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require Gold ▇▇▇▇ or Southern States to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in a manner consistent with connection therewith, and Gold ▇▇▇▇ and Southern States shall not be required to litigate before any court (including without limitation the Final AllocationUnited States Tax Court), any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price. Each of Buyer Gold ▇▇▇▇ and Seller agrees Southern States shall give prompt notice to promptly provide the other party with of the commencement of any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, tax audit or other proceeding regarding the Final Allocationassertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid amount payable by Buyer to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposesSection 3.1 hereof, and, as soon as practicable following the Closing (but in any event within 10 Business Days 30 days following the final determination of the Closing Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clauseamount payable by Buyer to Seller pursuant to Section 3.1 hereof, and the post-closing adjustment pursuant to Section 3.023.2, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees Fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and SellerSeller on the basis of their respective percentages of the disputed items which were allocated by the Accountants to the other Party hereunder. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among (i) Sellers and Purchaser agree that the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described any Assumed Liabilities between and among each Facility will be the amounts set forth in Schedule 2.2. Either the preceding clauseSellers or Purchaser may request of the other Party modifications to Schedule 2.2 of the Disclosure Letter solely with respect to Facilities which are not marked with an asterisk on Schedule 2.2, and such other Party shall not unreasonably withhold its consent to any such modification. (ii) Sellers and Purchaser shall negotiate in good faith to agree upon an allocation statement of the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets different components of Property within each Facility (the "Allocation"“Allocation Statement”). The , which Allocation Statement shall be prepared in a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared treasury regulations thereunder and which in accordance all events will be consistent with Section 1060 Schedule 2.2 of the Code Disclosure Letter. To the extent Sellers and Purchasers have not agreed to the regulations thereunder ("Applicable Law")Allocation Statement before the Closing Date, they shall continue to negotiate in good faith after the Closing Date. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary Sellers and Purchaser have not agreed to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesStatement on or before the 30th day after the Closing Date, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections items shall be referred to resolved by a firm of independent nationally recognized accountants chosen and mutually accepted by both parties (the Accountants“Accounting Referee”), whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive final and binding upon on the parties hereto for all purposesparties. The Accounting Referee shall resolve the dispute within thirty (30) days after the item has been referred to it. (iii) The costs, fees and expenses of the Accounting Referee shall be borne equally by the Sellers, on the one hand, and the Allocation Purchaser, on the other hand. Purchaser, Sellers and their Affiliates shall be so adjusted report, act and file Tax Returns and reports (the Allocationincluding, including the adjustmentbut not limited to, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, ) in all respects and for all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final AllocationAllocation Statement. Each of Buyer Purchaser and Seller agrees to promptly provide the Sellers shall timely and properly prepare, execute, file and deliver all such documents, forms and other party with any additional information and reasonable assistance as may be reasonably required to complete Form 8594prepare such Allocation Statement. Neither Purchaser nor Sellers shall take any position (whether in audits, Tax Returns or compute Taxes arising in connection otherwise) that is inconsistent with (the Allocation Statement unless required to do so by applicable law or otherwise affected by) the transactions contemplated hereunder. Each a good faith resolution of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationa Tax contest.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation an allocation of the reasons therefor. If Buyer Base Purchase Price (plus any assumed liabilities that are treated as consideration for federal income tax purposes) among the assets of Astoria LP and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation stock of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax ReturnsOPOS, in accordance with applicable Treasury Regulations within 30 days after the Closing Date (the “Base Purchase Price Allocation”). Not later than 30 days after the determination of the Final Purchase Price, Buyer shall notify Seller regarding the allocation of any adjustments resulting from such Final Allocation and determination, with such adjustments to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes be made in a manner consistent with the Base Purchase Price Allocation and in accordance with applicable Treasury Regulations (as adjusted, the “Final Purchase Price Allocation”). Each Seller must inform Buyer of Buyer and Seller agrees any objections related to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising Final Purchase Price Allocation in connection with (or otherwise affected by) the transactions contemplated hereunderwriting within 10 days after receipt thereof. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance work in the event of an examination, audit or other proceeding good faith to resolve any disagreements regarding the Final Purchase Price Allocation within 30 days after receipt of Seller’s written objections. If the Parties fail to agree within such 30-day period upon the Final Purchase Price Allocation, such dispute shall be resolved by an independent accounting firm mutually acceptable to Buyer and Seller, and the decision of such independent accounting firm shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Seller and Buyer. Seller and Buyer shall each prepare and timely file IRS Form 8594 “Asset Acquisition Statement Under Section 1060” and any other statements or forms prescribed under federal, state, local or foreign Tax Law (including any exhibits thereto) to report the Final Purchase Price Allocation. The Parties agree that they shall not, and shall not permit their Affiliates (including the Companies) to, take a position on any Tax Return or for any Tax purpose that is inconsistent with the Final Purchase Price Allocation; provided, however, that neither Seller nor Buyer shall be obligated to litigate any challenge to the Final Purchase Price Allocation by any Governmental Authority. The Parties agree to provide each other promptly with any information required to complete such Tax forms or statements as are required under applicable law to report the Final Purchase Price Allocation.

Allocation of Purchase Price. Buyer shall deliver to (i) No later than thirty (30) days after Closing, Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final Buyer an allocation of the Base Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, assumed obligations among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared Properties in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder ("Applicable Law"the “Purchase Price Allocation”). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation have twenty (20) days from the receipt of the reasons thereforPurchase Price Allocation or any update thereto to review and comment on the Purchase Price Allocation. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding thereafter use commercially reasonable efforts to agree upon the parties hereto for all purposes, and the Purchase Price Allocation. The Purchase Price Allocation shall be so adjusted (consistent with the allocation set forth on Annex A, taking into account any adjustments to the Base Purchase Price. Seller shall use commercially reasonable efforts to update the Purchase Price Allocation in a manner consistent with Section 1060 of the Code following any applicable adjustments to the Base Purchase Price pursuant to this Agreement. Seller shall provide Buyer with any such updated Purchase Price Allocation, including and Buyer shall have thirty (30) days from the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements receipt of the Accountants attributable Purchase Price Allocation or any update thereto to review and comment on such adjustments to the Allocation Purchase Price Allocation, after which Seller and Buyer shall be shared equally by reasonably agree on such adjustments. Seller and Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to shall report the transactions contemplated by this Agreement for Federal Income hereby on all Tax Returns (including Form 8594 and all other tax purposes information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code) in a manner consistent with such Purchase Price Allocation. (ii) If, notwithstanding Section 7.8(e)(i), Seller and Buyer do not agree on the Purchase Price Allocation or any adjustment thereto, Seller shall promptly engage a firm experienced in such matters and reasonably acceptable to Buyer, to conduct an appraisal and determine the fair market value of the Properties consistent with the allocation set forth on Annex A taking into account any adjustments to the Base Purchase Price. The cost of such appraisal shall be borne one-half by Seller and one-half by Buyer. Seller and Buyer agree to allocate the Purchase Price among the Properties and report the transactions contemplated hereby on all Tax Returns (including Form 8594 and all other information returns and supplements thereto required to be filed by the parties under Section 1060 of the Code) in a manner consistent with the Final Allocation. Each values of the Properties as so appraised. (iii) Neither Seller nor Buyer and Seller agrees shall take, or shall permit any of their respective Affiliates to promptly provide take, any position inconsistent with the other party with allocation under Section 7.8(e) on any additional information and reasonable assistance Tax Return or otherwise, unless required to complete Form 8594, do so by Applicable Laws or compute Taxes arising in connection with (or otherwise affected bya “determination,” within the meaning of Section 1313(a)(1) of the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationCode.

Allocation of Purchase Price. Buyer shall deliver to (a) The total amount realized by Seller at Closing a preliminary allocation among for federal income Tax purposes in connection with the Auctioned Assets sale of the Purchase Price and among such other consideration paid to Seller Acquired Assets pursuant to this Agreement that is properly includible (the “Total Tax Consideration”) will be allocated in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination manner required by Section 1060 of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, Code among the Auctioned Acquired Assets (the "“Allocation"”). The Allocation shall be made in a manner consistent with Section 1060 the fair market values of such of Acquired Assets as agreed between Buyer and Seller or as otherwise provided herein. The Parties shall agree upon a preliminary Allocation prior to the Closing. (b) Within 30 days after the calculation of the Code Net Working Capital becomes binding and conclusive on the Treasury Regulations thereunder. Parties pursuant to Section 2.3(c), Buyer shall deliver to Seller hereby agrees to accept a statement containing Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 ’s final allocation of the Code Total Tax Consideration among the Acquired Assets (the “Buyer’s Allocation”), which shall be generally consistent with the preliminary Allocation agreed upon by the Parties prior to the Closing, and a draft IRS Form 8594 as proposed to be included by Buyer with its federal income Tax Return. (c) Within 30 days after receipt of Buyer’s Allocation, Seller shall review and comment on Buyer’s Allocation, and shall provide to Buyer a draft IRS Form 8594 proposed to be included by Seller in its federal income Tax Return. If within 30 days following receipt of Buyer’s Allocation, Seller has not given Buyer written notice of its objection as to Buyer’s Allocation (which notice shall state in reasonable detail the regulations thereunder ("Applicable Law"basis of Seller’s objection), then Buyer’s Allocation shall be binding and conclusive on the Parties and shall be the Final Allocation. If Seller so determinestimely objects to Buyer’s Allocation in the manner provided for above, Buyer and Seller shall within 20 Business Days thereafter propose any changes necessary attempt to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons thereforresolve their differences by good faith negotiation. If Buyer and Seller are unable to resolve agree to an Allocation within 60 days after the delivery of Seller’s objection to Buyer’s Allocation, any remaining disputed items shall be resolved by the Accountants, in the manner described in Section 2.3(c)(v). Only disputed item(s) relating to Buyer’s Allocation shall be submitted to the Accountants for review. In resolving any disputed objections within 10 Business Days thereafteritem, the Accountants may not assign a fair market value or amount to such objections shall be referred item greater than the greatest value or amount, or lower than the lowest amount or value, for such item claimed by either of Buyer or Seller as presented to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The fees, costs and expenses of the Accountants shall be instructed paid by Seller in an amount proportionate to deliver the dollar amount of contested items submitted to the Accountants by Seller and not awarded to Seller as a percentage of the total dollar amount contested by the Parties, as determined by the Accountants. All remaining fees, costs and expenses of the Accountants shall be paid by Buyer. (d) Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon bound by the parties hereto Allocation for all purposes, Tax purposes and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer cause their Affiliates to) (i) prepare and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Returns in a manner consistent with the Final Allocation. Each , including an amended Form 8594 required to be filed to reflect any subsequent adjustments to the Total Tax Consideration, and (ii) take no position inconsistent with the Allocation in any Tax Return, any proceeding before any taxing authority or otherwise, provided, however, that if, in any audit of any Tax Return or other proceeding relating thereto, the amount of the Total Tax Consideration or the fair market values of the Acquired Assets are finally determined by a taxing authority to be different from the values used in determining the allocation shown on the Forms 8594, as most recently amended, Buyer and Seller agrees to and their respective Affiliates may (but shall not be obligated to) take a position or action consistent with such amount or values as finally determined in such audit. In the event that the Allocation is disputed by any taxing authority, the Party receiving notice of such dispute shall promptly provide notify and consult with the other party with any additional information Parties and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify keep the other Party and each shall timely provide the other Party with reasonable assistance in the event Parties apprised of an examination, audit or other proceeding regarding the Final Allocationmaterial developments concerning resolution of such dispute.

Allocation of Purchase Price. Buyer shall deliver Seller and Purchaser agree to Seller at Closing a preliminary allocation (and agree to cause their respective Affiliates to) allocate the Purchase Price, any liabilities assumed and any other amounts treated as consideration for U.S. federal income Tax purposes among the Auctioned Transferred Assets and the assets deemed acquired by Purchaser as a result of the Purchase Price Section 338(h)(10) Elections for U.S. federal income Tax purposes in accordance with Sections 338 and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunderpromulgated thereunder (the “Allocation Principles”) and the following procedures. No later than sixty (60) days after the Closing Date, Purchaser shall deliver to Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 a proposed allocation of the Code Purchase Price (and other relevant amounts) as of the regulations thereunder Closing Date determined in a manner consistent with the Allocation Principles ("Applicable Law"the “Purchaser’s Allocation”). If Seller so determinesdisagrees with Purchaser’s Allocation, Seller may, within thirty (30) days after delivery of Purchaser’s Allocation, deliver a notice (the “Seller’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation of the Purchase Price (and other relevant amounts). If the Seller’s Allocation Notice is duly delivered, Seller and Purchaser shall, during the twenty (20) days immediately following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall within 20 Business Days thereafter propose any changes necessary to cause incorporate, reflect and be consistent with the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons thereforPrinciples. If Buyer Seller and Seller Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the Accountantsdecision of the Independent Accounting Firm shall incorporate, whose review will reflect and be limited to whether Buyer's Allocation of such disputed items regarding consistent with the Allocation was prepared in accordance with Applicable LawPrinciples. The Accountants shall be instructed All fees and expenses relating to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustmentwork, if any, to be referred to as performed by the "Final Allocation")Independent Accounting Firm shall be borne equally by Seller, on the one hand, and Purchaser, on the other hand. The fees and disbursements allocation of the Accountants attributable Purchase Price (and other relevant amounts), as prepared by Purchaser if no Seller’s Allocation Notice has been given, or as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be shared equally by Buyer adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.13 or Section 7.9. Seller and Seller. Each of Buyer Purchaser agree (and Seller agrees agree to timely cause their respective Affiliates) to prepare and file Internal Revenue Service Form 8594, and all Federalrelevant federal, state, local and foreign Tax ReturnsReturns (including, without limitation, the Section 338(h)(10) Forms) in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each None of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with Purchaser shall (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide cause its Affiliates not to) take any position inconsistent with the other Party with reasonable assistance Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the event extent otherwise required pursuant to a “determination” within the meaning of an examinationSection 1313(a) of the Code (or any similar provision of applicable state, audit local or other proceeding regarding the Final Allocationforeign Law).

Allocation of Purchase Price. For purposes of this Section 2.09, the Purchase Price represents the amount agreed upon by the Parties to be the aggregate value of the Purchased Assets (and the value of the Assumed Liabilities). Promptly after Closing, Buyer shall retain ▇▇▇▇▇▇ ▇▇▇▇▇ LLP to issue a report and allocate the Purchase Price among the Purchased Assets (and the value of the Assumed Liabilities) in a manner consistent with Schedule 2.09 hereto. Within thirty (30) days following receipt of such report, Buyer shall deliver to Seller at Closing a preliminary allocation among schedule (the Auctioned Assets of “Allocation Schedule”) allocating the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation")Purchased Assets. The Allocation Schedule shall be consistent with Section 1060 of the Code reasonable and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not shall be prepared in accordance with Section 1060 of the Code and the regulations Treasury Regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared and in accordance with Applicable Lawthe Appraisal. Within 10 Business Days following delivery of such proposed changes, Buyer Seller agrees that promptly after receiving said Allocation Schedule it shall provide Seller with a statement of any objections return an executed copy thereof to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federalfederal, foreign, state, local and other Tax Returns and reports prepared and filed by or for either Seller or Buyer (including any forms or reports required to be filed pursuant to Section 1060 of the Code, the Treasury Regulations promulgated thereunder or any provisions of local, state and foreign Tax Returnslaw (“1060 Forms”)), in accordance with the Allocation Schedule. Buyer and Seller further agree to cooperate in the preparation of such Final Allocation 1060 Forms and to report file such 1060 Forms in the transactions contemplated manner required by this Agreement applicable Law. If, following the Closing, Buyer pays to Seller any Net Seller Payment and/or the Appreciation Right Amount, any such amounts shall be treated by Buyer and Seller as additional consideration paid for Federal Income Tax the Purchased Assets (and all other the value of the Assumed Liabilities). Any such amounts paid by Buyer following the Closing shall be allocated for tax purposes in a manner consistent accordance with the Final Allocation. Each Allocation Schedule, and each of Buyer and Seller agrees to promptly provide file all federal, foreign, state, local and other Tax Returns and reports prepared and filed by or for either Seller or Buyer (including any 1060 Forms) in accordance with the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationAllocation Schedule.

Allocation of Purchase Price. Buyer At least twenty (20) Business Days prior to the Closing, the Seller and the Purchaser shall deliver have agreed to Seller at Closing a preliminary allocation allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Auctioned Shares on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) (the “Initial Allocation Schedule”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any adjustment to the Initial Cash Consideration in accordance with this Agreement. Within 120 days after the Closing Date and consistently with Schedule 2.7(a), the Seller and the Purchaser shall in good faith agree how to allocate the Purchase Price (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), (which shall include an allocation of the portions of the Purchase Price Price, allocated to the Shares and the Liabilities of the Acquired Company among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis the assets of the Acquired Company for the Auctioned Assets for Federal U.S. federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets ) (the "Allocation"“Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be consistent with subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 1060 1313(a) of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 (or any comparable provision of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local or foreign Law), Purchaser and foreign Tax ReturnsSeller agree to act, and to cause their Affiliates to act, in accordance with such Final the allocations contained in the Closing Allocation Schedule, for all Tax purposes and that neither of them will (or will permit its Affiliates to) take any position inconsistent therewith in any Tax Returns or similar filings (including IRS Form 8594 or any similar form required to report be filed under state, local or foreign Law), any refund claim, litigation, audit or otherwise; provided, however, that (i) Purchaser’s cost for the transactions contemplated assets that it is deemed to have acquired 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 total amount so calculated and (ii) the amount realized by this Agreement Seller may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for Federal Income Tax federal income tax purposes. The Purchaser and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees each agree to promptly provide the other party with any additional information and reasonable assistance reasonably required to complete and file IRS Form 85948594 (or any similar form required to be filed under state, local or compute Taxes arising foreign Law) and with completed copies of such forms. Each party will, subject to confidentiality obligations, provide to the other party a copy of any appraisal obtained by such party in connection with (or the allocation under this Section 2.7. Where a confidentiality obligation would otherwise affected by) the transactions contemplated hereunder. Each prohibit a party from so providing a copy of Buyer and Seller any such appraisal, such party shall timely notify the other Party and each shall timely provide the other Party with use its commercially reasonable assistance in the event efforts to obtain a waiver of an examination, audit or other proceeding regarding the Final Allocationsuch confidentiality obligations.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among (a) The parties agree that the Auctioned Assets purchase of the Purchase Price and among such other consideration paid to Seller pursuant to assets under this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare intended to be and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with treated for federal income Tax purposes as an “applicable asset acquisition” within the meaning of Section 1060 of the Code and the Treasury Regulations thereunderCode. Seller hereby agrees The parties agree to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared allocate, in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code and Code, the regulations thereunder aggregate consideration paid by Buyer ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation consisting of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafterpurchase price, such objections shall be referred to as adjusted, the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594Assumed Liabilities, and all Federal, state, local and foreign other relevant items that are properly includible in determining the amount realized by Seller for federal income Tax Returns, in accordance with such Final Allocation and to report purposes (the transactions contemplated by this Agreement for Federal Income “Total Tax and all other tax purposes Consideration”)) among the Purchased Assets. Such allocation shall be made in a manner consistent with the Final Allocationfair market values of the Purchased Assets as are agreed between the parties. Each Seller and Buyer shall work in good faith to complete an allocation schedule (the “Allocation Schedule”) within sixty (60) days of the Closing, which shall set forth the fair market values of the Purchased Assets that the parties agree to use in making such allocation. Buyer shall deliver to the Seller a statement containing Buyer’s proposed allocation of the Total Tax Consideration among the Purchased Assets (the “Allocation Statement”) and a draft IRS Form 8594 as proposed to be included by Buyer with its Tax Return for the taxable year of the Closing. Within thirty (30) days after receipt of the Allocation Statement, Seller shall review and comment on the Allocation Statement, and provide to Buyer a draft IRS Form 8594 proposed to be included by Seller in its Tax Return for the taxable year of the Closing. The parties agree that: (i) a proposed allocation will be determined by each party after good faith negotiations between the parties; (ii) they shall cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to such allocation, provided, that if the parties do not agree upon an allocation, then each party will use its respective allocation; and (iii) they shall promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to such allocation. (b) In the event that the parties have mutually agreed upon an Allocation Schedule, then Buyer and Seller agrees agree to promptly provide (i) be bound by the Allocation Schedule and Allocation Statement, (ii) act in a manner consistent with the Allocation Schedule and Allocation Statement as finally agreed between the parties in filing of all state and United States federal income tax returns (including, without limitation, filing their Forms 8594 with their United States federal income Tax Returns for the taxable year that includes the Closing Date), (iii) amend such Allocation Statement and Forms 8594 as required to reflect any adjustments to the Total Tax Consideration, including without limitation by reason of adjustments to the purchase price and (iv) in the course of any Tax audit, Tax review or Tax litigation relating thereto, to take no position and cause their Affiliates to take no position inconsistent with the Allocation Schedule, the Allocation Statement or the Forms 8594 for any Tax purpose, without the written consent of the other party with any additional information and reasonable assistance or unless specifically required pursuant to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of a determination by an examination, audit or other proceeding regarding the Final Allocationapplicable Tax Authority.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as As soon as practicable following practicable, but not later than one hundred twenty (120) days after the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Date, Buyer and Seller shall prepare and deliver to Seller a final agree upon the allocation of the Purchase Price (and additional consideration described in all other capitalizable costs) and Assumed Liabilities among the preceding clausePurchased Assets, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets shall set forth such allocation on a statement (the "AllocationAllocation Statement"). The Allocation Statement shall reflect any changes in the assets and liabilities shown on the final Statement of Working Capital, whether or not such changes result in an adjustment to the Purchase Price. If the Parties fail to agree on the allocation of the Purchase Price within one hundred twenty (120) days after the Closing Date, then the disagreement shall be resolved as soon as practicable thereafter, but not later than one hundred eighty (180) days after the Closing Date, by one of the largest five (5) national accounting firms, which accounting firm shall be jointly selected by the Parties. The Parties acknowledge that the scope of such accounting firm's work shall be limited to resolving only those items to which the Parties do not agree regarding the allocation of the Purchase Price. The decision of the accounting firm shall be final and binding upon the Parties. The Parties shall share equally the fees, costs and expenses of the accounting firm selected to resolve any disagreements regarding the Allocation Statement. Buyer and Seller shall file all Income Tax Returns, and execute such other documents as may be required by any taxing authority, in a manner consistent with the Allocation Statement. Buyer and Seller shall prepare Internal Revenue Service Form 8594 pursuant to Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees relating to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax based on the Allocation Statement, and all other tax purposes in a manner consistent with the Final Allocationshall deliver such form to each other. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify file such form with each relevant taxing authority. The Allocation Statement shall have no impact on the other Party and each shall timely provide Statement of Working Capital for purposes of calculating the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationAdjusted Purchase Price.

Allocation of Purchase Price. Buyer For purposes of the 338 Elections, Seller and Purchaser shall deliver mutually agree to Seller at Closing a preliminary purchase price and allocation of that price among the Auctioned Assets assets of the Purchase Price and among such other consideration paid Group Subsidiaries that are deemed to Seller have been acquired pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination Section 338 of the Adjustment Amount), Buyer Code or state law equivalent. The purchase price shall prepare and deliver be allocated among the assets of the Group Subsidiaries that are deemed to have been acquired pursuant to Section 338 of the Code in the manner required by Treasury Regulations Section 1.338(b)-2T. Purchaser will submit to Seller a proposed purchase price and allocation thereof (the "Proposed Allocation") within 90 days from the date hereof. If Seller does not notify Purchaser within fifteen (15) days of receipt of the Proposed Allocation of any disagreement with the Proposed Allocation then the Proposed Allocation shall become the final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The If Seller notifies Purchaser within such fifteen (15) day period (the "Allocation Notice") of its disagreement with the Proposed Allocation then Seller and Purchaser shall be consistent with Section 1060 in good faith attempt to resolve their disagreement. In the event the allocation is determined after delivery of the Code Allocation Notice by discussions between Seller and Purchaser, then such allocation shall become the Treasury Regulations thereunderAllocation. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer Purchaser and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and agree that except as otherwise required by law the Allocation shall be so adjusted binding on Purchaser and Seller for all federal, state and local tax purposes. If such disagreement is not resolved within thirty (30) days from the delivery of the Allocation Notice, then Seller and Purchaser shall be permitted to allocate the purchase price, in the manner required by Treasury Regulations Section 1.338(b) -2T, among the assets of the Group Subsidiaries that are deemed to have been acquired pursuant to Section 338 of the Code independently (the Allocation, including the adjustment, if any, to be referred to as the "Final AllocationIndependent Allocations"). The fees parties hereto acknowledge that the purchase price and disbursements the allocation of the Accountants attributable to purchase price provided for in the Allocation shall or the Independent Allocations, as the case may be, will be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationreasonable.

Allocation of Purchase Price. Buyer (a) Within 60 days after the Closing Date, the Seller shall deliver to the Buyer a proposed consolidated balance sheet of the Seller at as of the Effective Date, without giving effect to the transaction whereby the Assets are purchased by the Buyer as contemplated hereby (such balance sheet, the “Closing a preliminary Balance Sheet”). The Buyer and the Seller shall then cooperate to develop and agree upon an allocation among of the Auctioned Assets of total consideration (as determined for federal income tax purposes) (which total consideration shall include the Purchase Price amount described in Section 3.1 and applicable Assumed Liabilities) among such other consideration paid the Assets in accordance with Section 1060 of the Code (which the Parties agree shall apply to Seller the transfer of all Assets pursuant to this Agreement that is properly includible Agreement) and the rules and regulations promulgated thereunder, and in Buyer's tax basis for conformity with Schedule 3.6. (as finally determined, the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following “Allocation Statement”). If the Buyer and the Seller are unable to agree on the Allocation Statement within 90 days after the Seller delivers the Closing (but in any event within 10 Business Days following Balance Sheet, then either party may elect to have the final determination of the Adjustment AmountAllocation Statement submitted to the Neutral Accountant for determination, whose determination shall be binding and conclusive on the Parties (absent manifest error). The fees, costs and expenses of the Neutral Accountant in making the determination described in this Section 3.6 shall be borne fifty percent (50%) by each of the Buyer and the Seller. (b) The Buyer shall make available to the Seller, without cost or expense to the Seller, the Books and Records of the Seller that were acquired from the Seller, provide such access to the Buyer’s personnel during normal business hours as the Seller and its accountants reasonably require, and take such other actions reasonably necessary, in order to allow the Seller to prepare the Closing Balance Sheet. (c) The Buyer and deliver the Seller agree to Seller a final report the allocation of the Purchase Price and additional total consideration (as described in the preceding clausesecond sentence of Section 3.6(a)) among the Assets on their respective income Tax returns in accordance with the Allocation Statement, subject to appropriate adjustment to reflect the adjustment to the Purchase Price provided as provided in Section 3.2 and Section 3.5. (d) The Seller and the post-closing adjustment pursuant Buyer shall cooperate with each other in the preparation, execution and filing of (i) all information returns and supplements thereto required to Section 3.02, among be filed with the Auctioned Assets (Internal Revenue Service by the "Allocation"). The Allocation shall be consistent with parties under Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees promulgated thereunder relating to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 the allocation of the Code Purchase Price and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation ii) all similar filings required to be prepared in accordance filed with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections respect to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax with the Internal Revenue Service and all other tax purposes in a manner appropriate taxing authorities. All such filings and allocations shall be consistent with the Final Allocation. Each of Schedule 3.6. (e) The Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify promptly inform one another of any challenge by any Governmental Entity to any allocation made pursuant to this Section 3.6 and keep one another informed with respect to the other Party and each shall timely provide the other Party with reasonable assistance in the event status of an examination, audit or other proceeding regarding the Final Allocationsuch challenge.

Allocation of Purchase Price. Buyer shall deliver (a) Seller, the Other Sellers and Purchaser agree to Seller at Closing a preliminary allocation among the Auctioned Assets of allocate the Purchase Price (and all other capitalizable costs) among such other consideration paid to the Purchased Assets, the Purchased Subsidiary Interests, Transferred Business Intellectual Property (not held by the Purchased Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment AmountSubsidiaries), Buyer shall prepare the Transferred Business Intellectual Property Rights (not held by the Purchased Seller Subsidiaries) the covenant not to compete contained in Section 6.9, and deliver the rights granted under the Intellectual Property License Agreement and the Trademark License Agreement for all purposes (including financial accounting and Tax purposes (except as otherwise required by generally accepted accounting principles)) in accordance with an allocation schedule (the “Allocation Schedule”) prepared jointly by Seller on behalf of itself and as agent to the Other Sellers and Purchaser. Seller a final allocation of and Purchaser agree to revise the Allocation Schedule to reflect any adjustment to the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with 3.2(h) or Section 1060 of the Code and the Treasury Regulations thereunder3.3. Seller hereby agrees and Purchaser agree to accept Buyer's cooperate with each other in the preparation of, and to negotiate in good faith to resolve any dispute with respect to, the Allocation unless Schedule and revisions thereto; provided, however, that in the event that Seller determines and Purchaser cannot reach agreement with respect to the Allocation Schedule within thirty (30) days after the Closing Date (it being understood that the Parties will use commercially reasonable efforts to agree to reach agreement on the Allocation Schedule prior to the Closing Date) or any revisions to the Allocation Schedule as a result of an adjustment to the Purchase Price pursuant to Section 3.2(h) or Section 3.3 within 10 days after payment is made pursuant to such section, an internationally recognized accounting firm mutually agreed upon by Purchaser and Seller shall prepare the Allocation was not prepared Schedule. If an accounting firm prepares the initial Allocation Schedule or the revised Allocation Schedule in accordance with Section 1060 the previous sentence, such schedule shall be prepared prior to the Closing Date, in the case of the Code initial Allocation Schedule, or within 30 days after payment is made pursuant to Section 3.2(h) or Section 3.3, in the case of the revised Allocation Schedule. The costs related to having the accounting firm prepare the Allocation Schedule shall be borne equally by Purchaser and Seller. (b) Purchaser, Seller Parent, Seller and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections Other Sellers shall be referred bound by such Allocation Schedule and shall file all Tax Returns and reports with respect to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement (including, without limitation, all federal, state and local Tax Returns) on the basis of such allocation. In addition, Purchaser, Seller Parent, Seller and the Other Sellers shall act in accordance with the Allocation Schedule in the course of any Tax audit, Tax review or Tax litigation relating thereto, and take no position and cause their affiliates to take no position inconsistent with the Allocation Schedule for Federal Income income Tax purposes, including United States federal and state income Tax and all other tax purposes in foreign income Tax, unless otherwise required pursuant to a manner consistent with “determination” within the Final Allocation. Each meaning of Buyer and Seller agrees to promptly provide Section 1313(a) of the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationCode.

Allocation of Purchase Price. Buyer Within 60 days after the Closing Date, Purchaser shall deliver to Seller at Closing Sellers a preliminary allocation among the Auctioned Assets of schedule allocating the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, Assumed Obligations among the Auctioned Transferred Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the “Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"Schedule”). The fees Allocation Schedule shall include a breakdown by Governmental Authority and disbursements of the Accountants attributable shall in all other material respects contain sufficient detail to the Allocation shall be shared equally by Buyer enable Purchaser and Seller. Each of Buyer and Seller agrees Sellers to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and determine Taxes applicable to report the transactions contemplated by this Agreement Agreement. Sellers have 30 days from the date of receipt of the Allocation Schedule to notify Purchaser in writing that Sellers dispute one or more items reflected on the Allocation Schedule as having no reasonable basis for Federal Income Tax the allocation set forth in the Allocation Schedule, which notice shall include a detailed explanation of the basis for the dispute. If Sellers do not provide such notice to Purchaser, Sellers shall be deemed to have accepted the Allocation Schedule as submitted by Purchaser. If Sellers do provide such notice, Sellers and Purchaser shall negotiate in good faith to resolve such dispute. If Sellers and Purchaser fail to resolve any such dispute within 30 days of Purchaser’s receipt of Sellers’ notice, the Arbitrating Accounting Firm shall be engaged for resolution of the dispute with respect to the allocation of the Purchase Price and Assumed Obligations to the extent such allocation is in dispute. The determination of the Arbitrating Accounting Firm shall be final and binding on all other tax purposes in a manner consistent parties. The parties agree not to take any position inconsistent with the Final AllocationAllocation Schedule for Tax reporting purposes. Each The fees and expenses of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising Arbitrating Accounting Firm in connection with (or otherwise affected by) the transactions contemplated hereunder. Each resolution of Buyer any dispute shall be paid equally by Purchaser and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationSellers.

Allocation of Purchase Price. The Seller and Buyer shall deliver will cooperate in good faith and use commercially reasonable efforts to Seller at Closing a preliminary allocation among agree, on or before the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable 90th day following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Closing, Buyer shall prepare and deliver to Seller a final upon an allocation of the Purchase Price and additional (including the amount of any Assumed Liabilities recognized as part of the consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02for Tax purposes), among each class of the Auctioned Assets (Purchased Assets, in compliance with the "Allocation"). The Allocation shall be consistent with principles of Code Section 1060 of the Code and the applicable Treasury Regulations thereunder. Buyer shall initially propose an allocation and present such proposed allocation to Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law")for review. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of agree to such allocation, the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive Seller and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees agree to timely and properly prepare, execute and file with the Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, any applicable forms regarding the allocation of the Purchase Price in accordance with such Final Allocation agreed allocation, provided, however, that (i) the Buyer’s cost for the Purchased Assets 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 the Seller may differ from the total amount allocated hereunder to report reflect transaction costs that reduce the transactions contemplated by this Agreement amount realized for Federal Income federal income Tax and all other tax purposes purposes. Except as required pursuant to applicable Law, none of the Seller or Buyer, directly or indirectly, through a Subsidiary or Affiliate or otherwise, will take a position on any Tax Return or in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594audit or examination by, or compute Taxes arising any judicial proceeding before, any Taxing Authority that is in connection any way inconsistent with such agreed allocation. If the Seller and Buyer are unable to agree on an allocation of the Purchase Price within ninety (or otherwise affected by90) days following the transactions contemplated hereunder. Each of Closing, the Seller and Buyer and Seller shall timely notify may file their respective Tax Returns allocating the other Party and each shall timely provide the other Party with reasonable assistance Purchase Price in the event manner each such Party believes appropriate, provided such allocation is reasonable and in accordance with applicable Law. The Parties will promptly inform one another of an examinationany challenge by any Taxing authority to any allocation made pursuant to this Section 2.08 and agree to consult and keep one another reasonably informed with respect to the status of, audit and any discussion, proposal or other proceeding regarding the Final Allocationsubmission with respect to, such challenge.

Allocation of Purchase Price. Buyer Prior to the Closing, the parties shall deliver to Seller at Closing mutually agree upon a preliminary allocation of Estimated Cash Purchase Price among the Auctioned Purchased Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared determined in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determinesCode, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review which allocation will be limited to whether Buyer's Allocation of such disputed items regarding attached as Exhibit G hereto. Promptly following the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination Actual Net Working Capital and following any Contingent Payment, a revised Exhibit G shall be conclusive and binding upon prepared by the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Purchaser in a manner consistent with the Final AllocationExhibit G delivered at Closing. Each of Buyer If Seller disagrees that any revised Exhibit G is consistent the Exhibit G delivered at Closing and Seller agrees desires to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594contest such revised Exhibit G as being so consistent, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall deliver to Purchaser a written objection as to the consistency of such revised Exhibit G within 15 days of receipt thereof, which objection must specify in detail the reasons for such objection. If Seller and Purchaser cannot resolve such objection within 15 days, Seller shall have the right to refer the objection to the Arbitration Firm within 10 days of the lapse of such 15 day period. If Seller fails to deliver a written objection or fails to refer the objection to the Arbitration Firm, in each case within the times specified, the revised Exhibit G shall be deemed accepted. The decision of the Arbitration Firm either to accept the revised Exhibit G as is or to modify it pursuant to Seller’s objections shall be based upon written submissions by the parties, using such procedures as the Arbitration Firm shall set forth to the parties, and such decision shall be final and binding upon the parties. All fees of the Arbitration Firm shall be borne equally by the Seller and the Purchaser. The arbitration shall be conducted in New York, New York. The Seller and the Purchaser each agree, (a) to report the sale of the Purchased Assets for Tax purposes in accordance with the allocations set forth on the most recent agreed Exhibit G prepared pursuant to this Section 2.9 and to follow the allocations set forth on that Exhibit G in determining and reporting their Liabilities for any Taxes, (b) without limitation, not to take any position inconsistent with such allocations on any of its Tax Returns, and (c) to timely notify file federal tax Form 8594 with the other Party and each shall timely provide applicable Tax Return for the other Party with reasonable assistance in the event year of an examination, audit or other proceeding regarding the Final Allocationthis transaction reflecting such allocations.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller Seller, within sixty (60) days following the Closing Date, a final schedule setting forth the proposed allocation of the Purchase Price (and additional other relevant amounts, including Assumed Liabilities, to the extent properly treated as consideration described in for U.S. federal and applicable state and local income Tax purposes) among each of the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Transferred Assets (the "Allocation"“Buyer Allocation Statement”). The Buyer Allocation Statement shall be prepared in a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared promulgated thereunder (and any corresponding or similar provision of state or local Tax Law) and in accordance with Section 1060 the principles set forth in Schedule 7.7(e). Seller may deliver to Buyer, within thirty (30) days following Seller’s receipt of the Code Buyer Allocation Statement, a notice (“Seller's Allocation Notice”) to Buyer specifying any items in the Buyer Allocation Statement with which Seller disagrees and setting forth Seller's proposed allocation of the regulations thereunder Purchase Price ("Applicable Law"and other relevant amounts) among each of the Transferred Assets. If Seller does not provide Buyer with Seller’s Allocation Notice within thirty (30) days following Seller’s receipt of the Buyer Allocation Statement, the Buyer Allocation Statement shall be deemed final. If Seller's Allocation Notice is duly and timely delivered, the Parties shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts) among each of the Transferred Assets and prepare a schedule reflecting such allocation (such schedule or the finalized Buyer Allocation Statement, as the case may be, the “Final Allocation Statement”). If Seller so determinesthe Parties are unable to reach such agreement, Seller they shall within 20 Business Days thereafter propose any changes necessary each be permitted to allocate the Purchase Price (and other relevant amounts) among each of the Transferred Assets as it determines in its sole discretion. To the extent that the Parties have agreed on an allocation of the Purchase Price (and other relevant amounts) among each of the Transferred Assets, the Parties shall prepare and file, or cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesand filed, Buyer shall provide Seller with a statement of all Tax Returns (including IRS Form 8594 and any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer amendments thereto) and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes reports in a manner consistent with the Final Allocation. Each of Buyer Allocation Statement and Seller agrees to promptly provide the other party with shall not take any additional information and reasonable assistance required to complete Form 8594position (whether in Tax Returns, Tax Contests, or compute Taxes arising in connection otherwise) that is inconsistent with the Final Allocation Statement, unless required pursuant to a final “determination” within the meaning of Section 1313(a) of the Code (or otherwise affected by) the transactions contemplated hereunder. Each any corresponding or similar provision of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit state or other proceeding regarding the Final Allocationlocal Tax Law).

Allocation of Purchase Price. Seller and Buyer shall deliver agree to Seller at Closing a preliminary allocation among allocate the Auctioned Assets of the Final Purchase Price and any other items that are treated as additional consideration for Tax purposes under this Agreement (including any Assumed Liabilities treated as consideration for the Purchased Assets for Tax purposes and taking into account any downwards adjustments to the consideration hereunder) by applicable jurisdiction and then among such other consideration paid to the Purchased Assets within each jurisdiction, and among Seller pursuant and the relevant Affiliates of Seller, if any, and among Buyer and the relevant Affiliates of Buyer, if any, in accordance with the methodology in the Agreed Form 8594 (including the attached statements), attached as Annex A to this Agreement that is properly includible (the Agreed Form 8594). Seller will provide an allocation prepared in Buyer's tax basis for accordance with the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following methodology set forth on Annex A to Seller within 30 days after the Closing (but in any event Date. If within 10 Business Days following the final determination 30 days after Buyer’s receipt of the Adjustment Amount)proposed allocation, Buyer has not objected in writing to such proposed allocation, then such proposed allocation shall prepare and deliver to Seller a become the final allocation of the Final Purchase Price Price. In the event that Buyer objects in writing within such 30-day period, Seller and additional consideration described Buyer shall negotiate in good faith to resolve the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law")dispute. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, and Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections reach an agreement within 10 Business Days thereafter30 days after Buyer’s receipt of the proposed allocation, then such objections dispute shall be referred to resolved and the Accountants, whose review will be limited to whether Buyer's Allocation final allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants Final Purchase Price shall be instructed to deliver to determined by an independent, internationally recognized firm of accountants mutually selected by the Parties. Each of Seller and Buyer a written shall bear all fees and costs incurred by it in connection with the determination of the proper allocation final allocation, except that the Parties shall each pay half of the fees and expenses of such disputed items within 20 Business Daysaccounting firm. Such determination Seller shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service complete IRS Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes 8594 in a manner substantially consistent with the Agreed Form 8594 on the basis of the final allocation of the Final AllocationPurchase Price determined under this Section 2.06, and shall provide a copy of the complete form to Buyer. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify file (or cause to be filed) all federal, state, provincial and local Tax Returns in accordance with the final allocation of the Final Purchase Price determined under this Section 2.06, including filing IRS Form 8594 as completed by Seller, and shall take and cause to be taken no position contrary thereto or inconsistent therewith in any amended return or claim for refund, any examination or audit by any Governmental Authority, or any other Party proceeding, except to the extent otherwise required by law. The amounts allocated under this Section 2.06 do not include any payment made under the Initial Trademark License Agreements or the Initial Supply and each Distribution Agreements; provided that the Effective Date Payment (pursuant to, and as defined in, the MSDLA) shall timely provide the other Party with reasonable assistance be disclosed on IRS Form 8594 in the event of an examination, audit or other proceeding regarding manner provided in the Final AllocationAgreed Form 8594.

Allocation of Purchase Price. (a) No later than forty-five (45) days following the Closing Date, Buyer shall deliver to Seller at Closing a preliminary Sellers allocation among the Auctioned Assets of schedule(s) allocating the Purchase Price and among such other consideration paid to Seller (as may be adjusted pursuant to the terms of this Agreement that is properly includible in Buyer's tax basis for Agreement) among the Auctioned Acquired Assets for Federal income tax purposesof each Seller, and, including the Assumed Liabilities to the extent such Liabilities are required to be treated as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination part of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared purchase price for Tax purposes in accordance with Section 1060 of the Code and (the regulations thereunder ("Applicable Law"“Allocation Schedule”). Such Allocation Schedule shall become final, binding and conclusive upon Sellers and Buyer on the forty-fifth (45th) day following Sellers’ receipt of such statement, unless prior to such forty-fifth (45th) day Sellers deliver to Buyer a written notice disputing such Allocation Schedule that sets forth what Sellers believe represent the appropriate allocation of the Purchase Price and Assumed Liabilities among the Acquired Assets, together with reasonably detailed supporting documentation. If Seller so determinesSellers deliver such a dispute notice, Seller then Buyer and Sellers shall reasonably cooperate in good faith to agree upon the appropriate allocation under Section 1060 of the Code during the ten-day period beginning on the date Buyer receives such dispute notice. If such an agreement cannot be reached during such ten-day period, then, within 20 Business Days thereafter propose any changes necessary ten days thereafter, Buyer, on the one hand, and Sellers, on the other hand, shall jointly engage and submit the unresolved dispute to a nationally recognized independent registered public accounting firm appointed by mutual agreement of Buyer and Sellers, or, if they are unable to agree, selected by the Bankruptcy Court. Buyer and Sellers shall use their commercially reasonable efforts to cause such firm to issue its written determination regarding the appropriate allocation under Section 1060 as applicable to the terms of this Agreement within fifteen (15) days after such dispute is submitted. Each Party shall use commercially reasonable efforts to furnish to such firm such work papers and other documents and information as such firm may reasonably request. The determination of such firm shall be final, binding and conclusive upon Buyer and Sellers absent manifest error. The Allocation to Schedule shall be prepared revised in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation Section 1060 of the reasons thereforCode to appropriately take into account any additional payments made under this Agreement following the foregoing determination. (b) In administering any Proceeding, the Bankruptcy Court shall not be required to apply the Allocation Schedule(s) in determining the manner in which the Purchase Price should be allocated as between any of the Sellers and their respective estates. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review Sellers will be limited to whether Buyer's Allocation of such disputed items regarding each file all Tax Returns (including IRS Forms 8594) consistent with the Allocation was prepared Schedule(s) established in accordance with Applicable Lawthis Section 3.5. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of Sellers, on the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesone hand, and Buyer, on the Allocation shall be so adjusted (the Allocationother hand, including the adjustment, if any, each agree to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party promptly with any additional other information and reasonable assistance required to complete Form IRS Forms 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Neither Buyer and nor any Seller shall timely notify take any Tax position inconsistent with such Allocation Schedule, and neither Buyer nor any Seller shall agree to any proposed adjustment based upon or arising out of Allocation Schedule by any Governmental Authority without first giving the other Party prior written notice; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Schedule, and each neither Buyer nor any Seller shall timely provide the other Party with reasonable assistance in the event be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of an examination, audit or other proceeding regarding the Final Allocationsuch Allocation Schedule.

Allocation of Purchase Price. The Companies and Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of allocate the Purchase Price among the Acquired Assets and among such other consideration paid the Assumed Liabilities in accordance with an allocation schedule substantially in the form set forth on Exhibit 3.4. As soon as may be practicable after the Closing, Companies and Buyer shall amend Exhibit 3.4 to Seller reflect any adjustments to the Purchase Price made pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as Section 3.4. As soon as may be practicable following after the Closing (but and prior to filing any tax return which includes information related to the transaction contemplated in any event within 10 Business Days following this Agreement, the final determination of Companies and Buyer employing the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price made pursuant to this Section 3.4 shall prepare mutually acceptable IRS Forms 8594 which they shall use to report the transaction contemplated in this Agreement to the Internal Revenue Service and additional consideration described to all other taxing authorities. Neither the Companies nor Buyer shall take a position in any return, Tax proceeding, tax audit or otherwise inconsistent with such allocation; provided, however, that nothing contained herein shall require the preceding clauseCompanies and Buyer to contest any proposed deficiency or adjustment by any taxing authority or agency which challenges such allocation of the Purchase Price, or exhaust administrative remedies before any taxing authority or agency in connection therewith, and the post-closing Companies and Buyer shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment pursuant to Section 3.02, among by any taxing authority or agency which challenges such allocation of the Auctioned Assets (the "Allocation")Purchase Price. The Allocation Companies and Buyer shall be consistent with Section 1060 give prompt notice to the other of the Code and commencement of any tax audit or the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that written assertion of any proposed deficiency or adjustment by any taxing authority or agency which challenges such Allocation was not prepared in accordance with Section 1060 allocation of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationPurchase Price.

Allocation of Purchase Price. The Adjusted Purchase Price shall be allocated among the Acquired Assets and the covenant contained in Section 10.3 as follows: (i) the Buyer shall prepare and deliver in writing to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposesParent, and, as soon as practicable following the Closing (but in any event within 10 Business Days 30 days following the final determination of the Adjustment Amount)Adjusted Purchase Price pursuant to Section 1.4, a schedule setting forth a proposed allocation of the Adjusted Purchase Price among the Acquired Assets acquired from each Seller and the covenant contained in Section 10.3. The Parent shall deliver to the Buyer, within 30 days after delivery of such allocation schedule, either a notice indicating that the Parent accepts such allocation schedule or a statement detailing its objections to such allocation schedule. If the Parent delivers to the Buyer a notice accepting the Buyer’s allocation schedule, or if the Parent does not deliver a written objection within such 30-day period, then, effective as of the earlier of the date of delivery of such notice of acceptance or as of the close of business on such 30th day, such allocation schedule shall be deemed to be accepted by the Parent. If the Parent timely objects to the Buyer’s schedule and the Parent and the Buyer cannot reach agreement on such allocation within 30 days following the date that the Parent notified the Buyer of the objection, then the Parent and the Buyer shall jointly engage the Neutral Accountant. Within 30 days of its engagement, the Neutral Accountant shall determine an allocation schedule based upon its appraisal of the fair value of the assets and the covenant among which the Adjusted Purchase Price is to be allocated (based only upon submissions by the Buyer and the Parent, and not upon any independent investigation). The Neutral Accountant shall limit the scope of its review to those disputed items from the Parent’s notice of objection which the Buyer and the Parent shall have failed to resolve. The Parent and the Buyer agree to provide to the Neutral Accountant such information as the Neutral Accountant may reasonably request in connection with the preparation of such schedule and shall request that the Neutral Accountant prepare and deliver to Seller a final the Buyer and the Parent such allocation schedule as promptly as practicable. The Parent and the Buyer shall share equally the fees and expenses of the Purchase Price and additional consideration described in Neutral Accountant for its services under this Section 1.2(b). (ii) the preceding clause, and resolution by the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 Neutral Accountant of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared matters set forth in accordance with this Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination 1.2(b) shall be conclusive and binding upon the parties hereto Buyer and the Parent absent manifest error. The Buyer and the Parent agree that the procedure set forth in this Section 1.2(b) for resolving disputes with respect to the allocation of the Adjusted Purchase Price shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation to enforce any ruling of the Neutral Accountant. (iii) the Buyer and the Sellers agree to allocate the Adjusted Purchase Price among the Acquired Assets and the covenant set forth in Section 10.3 for all purposes (including financial accounting and Tax purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, ) in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocationallocation. Each of the Parent and the Buyer shall prepare or cause to be prepared IRS Forms 8594 in accordance with such allocation and Seller agrees consistent with one another and in accordance with the Code and Treasury Regulations. Such Forms shall be delivered to promptly provide one another for review prior to filing with the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationIRS.

Allocation of Purchase Price. Buyer shall deliver (i) Each of Parent, Buyer, and their respective Affiliates agree to Seller at Closing a preliminary allocation among the Auctioned Assets of allocate the Purchase Price among Parent and among such other consideration paid to Sellers in accordance with the methodology set forth in Schedule 2.03(b)(i) (the “Seller pursuant to this Agreement Allocation”). Each of Parent, Buyer, and their respective Affiliates acknowledges that is properly includible it shall be bound the Seller Allocation in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as accordance with Section 2.03(b)(ii) and Section 2.03(b)(iii). (ii) As soon as practicable following the Closing (but practicable, and in any event within 10 Business Days following not later than sixty (60) days after the final determination of the Adjustment Amount)Closing, Buyer Parent shall prepare provide for Buyer’s review and deliver to Seller comments a final proposed allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Purchased Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not by asset category prepared in accordance with Section 1060 of the Code and the regulations Treasury Regulations promulgated thereunder ("Applicable and any similar provision of federal, state, local or non-U.S. Law", as appropriate) (the “Proposed Allocation”). Buyer shall have the right to consent or object to the Proposed Allocation during the thirty (30) day period immediately following delivery of the Proposed Allocation. If Buyer delivers a notice of objection to Parent during that thirty (30) day period, Parent and Buyer shall negotiate in good faith to resolve their differences with respect to the Proposed Allocation. If Buyer makes no objection during that thirty (30) day period or Parent and Buyer agree on an allocation within the thirty (30) day period following Buyer’s delivery of such a notice of objection, the Proposed Allocation or the agreed allocation, as applicable, shall be final and binding on Parent, on behalf of itself and Sellers, and Buyer (together with the Seller Allocation, the “Agreed-Upon Allocation”). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Parent and Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections reach agreement on the Proposed Allocation within 10 Business Days thereafterthirty (30) days following the delivery to Parent of Buyer’s notice of objection to the Proposed Allocation, such objections the allocation shall be referred to determined by an internationally-recognized independent accounting firm mutually selected by Buyer and Parent (the Accountants“Allocation Accounting Firm”) using customary valuation methodologies; provided, whose review will be limited to whether Buyer's Allocation of such disputed items regarding however, that the Allocation was prepared in accordance with Applicable LawAccounting Firm shall make its determination within thirty (30) days following the date on which the Allocation Accounting Firm is selected pursuant to this Section 2.03(b). The Accountants determination made by the Allocation Accounting Firm of the allocation shall be instructed to deliver to Seller be, absent manifest error, final and binding on Parent, on behalf of itself and the Sellers, and Buyer a written determination of (together with the proper allocation of such disputed items within 20 Business DaysSeller Allocation, the “Final Allocation”). Such determination shall be conclusive and binding upon the parties hereto for all purposes, The Agreed-Upon Allocation and the Allocation shall be so adjusted (the Final Allocation, including as applicable, may be revised by mutual agreement of Buyer and Parent, from time to time following the adjustmentdetermination thereof, if any, so as to be referred to reflect any matters that need updating (such as the "Final Allocation"Purchase Price adjustments). The fees and disbursements expenses of the Accountants attributable to the Allocation Accounting Firm shall be shared equally by between Parent and Buyer. (iii) Each of Parent, Buyer and Seller. Each each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594their respective Affiliates shall (i) be bound by the Agreed-Upon Allocation or Final Allocation, as applicable, for purposes of determining any Taxes, and all Federal(ii) prepare and file, stateand cause its Affiliates to prepare and file, local and foreign its Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in Returns on a manner basis consistent with the Agreed-Upon Allocation or Final Allocation, as applicable. Each None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation or Final Allocation, as applicable, in any Tax Return, in any Tax refund claim, in any Tax litigation or administrative proceeding, or otherwise unless required by final determination by an applicable Taxation Authority; provided, however, that nothing contained herein shall prevent Buyer or Parent from settling any proposed deficiency or adjustment by any Taxation Authority based upon or arising out of the Agreed-Upon Allocation or Final Allocation, and Seller agrees to promptly provide the other party with any additional information and reasonable assistance neither Buyer nor Parent shall be required to complete Form 8594, litigate before any court any proposed deficiency or compute Taxes arising in connection with (adjustment by any Taxation Authority challenging such proposed deficiency or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationadjustment by any Taxation Authority.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following Within ninety (90) days after the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Date, Buyer shall prepare and deliver provide to Seller a final an allocation of the Final Purchase Price (including an allocation of the Buyer Stock Consideration and additional consideration described in the preceding clause, Final Cash Purchase Price) and the post-closing adjustment pursuant Assumed Liabilities, to Section 3.02the extent relevant, together with any other amounts properly treated as consideration for U.S. federal income tax purposes (including adjustments to the Final Purchase Price or the Assumed Liabilities for purposes of this Agreement) among the Auctioned Acquired FH Assets (and the "Allocation"). The Allocation shall be consistent FH Shares and, to the extent relevant, the assets of the Transferred FH Companies, in accordance with Section Sections 338(b)(5) and 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with thereunder and Section 1060 2.4 of the Code and Seller’s Disclosure Letter (the regulations thereunder ("Applicable Law"“Purchase Price Allocation”). If Seller so determinesPrior to and after the Closing Date, Seller shall within 20 Business Days thereafter propose cooperate as reasonably requested by Buyer, including providing any changes necessary information reasonably requested by Buyer that is reasonably available to cause Seller, to enable Buyer and its accountants to prepare timely the Purchase Price Allocation. Seller shall be permitted to review the Purchase Price Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, delivered by Buyer and shall provide Seller with a statement any comments thereon to Buyer within fifteen (15) days of any objections to such proposed changes, together with a reasonably detailed explanation Seller’s receipt of the reasons thereforPurchase Price Allocation. Buyer and Seller shall use good faith efforts to resolve any dispute regarding preparation of the Purchase Price Allocation. If Buyer and Seller are unable to cannot resolve any disputed objections such dispute within 10 Business Days thereafterfifteen (15) days of Buyer’s receipt of Seller’s comments, such objections dispute shall be referred taken to the Independent Accountants. The costs of the Independent Accountants shall be borne by the party that loses the dispute. The Purchase Price Allocation as finally agreed between Seller and Buyer or as finally determined by the Independent Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding as the Allocation was prepared case may be, in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination Section 2.4 of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be Seller’s Disclosure Letter is referred to as the "“Final Purchase Price Allocation"). The fees .” Seller and disbursements of the Accountants attributable to the Allocation Buyer shall be shared equally bound by Buyer the Final Purchase Price Allocation for all Tax purposes, shall prepare and Seller. Each of Buyer file all Tax Returns (including Form 8883 and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in any supplements thereto) on a manner basis consistent with the Final AllocationPurchase Price Allocation and shall not take any position inconsistent with the Final Purchase Price Allocation on any Tax Return or in any proceeding before any Tax Authority, in each case except as otherwise required by applicable Law. Each of Notwithstanding anything herein to the contrary, Buyer and Seller agrees to promptly provide agree that for purposes of the other party with any additional information Purchase Price Allocation and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Purchase Price Allocation, no amount of the Buyer Stock Consideration shall be allocated to any FH Share Seller or FH Asset Seller that is not (a) a member of Seller’s U.S. consolidated group or (b) an entity disregarded as separate from a member of Seller’s U.S. consolidated group, in each case as determined for U.S. federal income tax purposes.

Allocation of Purchase Price. The Sellers and Buyer agree that as soon as reasonably practicable after the Closing, and prior to the filing of any Tax Return which includes information related to the transactions contemplated by this Agreement, the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the Code) shall be allocated among the Purchased Assets in accordance with an allocation schedule (the “Purchase Price Allocation Schedule”), the initial draft of which shall be prepared by Buyer and delivered by Buyer to the Company (the “Allocation”). The parties acknowledge and agree all tangible personal property is being acquired at net book value, as shown on the Latest Balance Sheet. The Sellers and Buyer shall deliver endeavor in good faith to Seller at Closing a preliminary allocation among agree on the Auctioned Assets Purchase Price Allocation Schedule. If Buyer and Sellers have not agreed on the Purchase Price Allocation Schedule within 60 days following its receipt by the Company, then any disputed matter(s) will be finally and conclusively resolved by the Auditor in accordance with the provisions of Section 1.4(c) above and such resolution(s) will be reflected on the Purchase Price Allocation Schedule; provided, however, that in no event shall the amount allocated to items subject to Transfer Tax in the Purchase Price Allocation Schedule (as finally agreed to by the parties or resolved by the Auditor) be inconsistent with the Sellers’ and Buyer’s agreement pursuant to clause (a) of Section 1.9 hereof. The Sellers and Buyer shall bear their own expenses in the preparation and review of the Purchase Price Allocation Schedule, except that the fees and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination expenses of the Adjustment Amount)Auditor shall be borne equally by Buyer on the one hand and Sellers on the other hand. The written report delivered by the Auditor shall be final, binding and conclusive upon the Company and the Buyer. The Sellers and Buyer shall prepare mutually acceptable and deliver to Seller a final allocation substantially identical IRS Form 8594 “Asset Acquisition Statements Under Section 1060”, the initial form of which shall be prepared by Buyer, and any amendments thereto required by the purchase price adjustment in Section 5.7(c) hereof, consistent with the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon Schedule which the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and use to report the transactions contemplated by this Agreement for Federal Income to the applicable Tax Authorities. The Sellers and all other tax purposes in a manner consistent Buyer agree to take no position and cause their Affiliates to take no position inconsistent with the Final Allocation for Tax purposes, unless otherwise required by applicable Law or unless the other party consents thereto, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that nothing contained herein shall prevent the Sellers or Buyer from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Allocation and neither the Sellers nor Buyer shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Each of the Sellers and Buyer and Seller agrees agree to promptly provide the other party promptly with any additional other information and reasonable assistance required to complete IRS Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

Allocation of Purchase Price. Buyer For U.S. federal and applicable state and local and foreign income Tax purposes, including Canadian federal and provincial Tax purposes, Purchaser, Sellers, and their respective Affiliates shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of allocate the Purchase Price (and any Assumed Liabilities or other amounts treated as part of the purchase price for U.S. federal income Tax purposes) among such other consideration paid to Seller pursuant to this Agreement that is properly includible the Acquired Assets in Buyer's tax basis for accordance with the Auctioned fair market value of the Acquired Assets for Federal income tax purposes, and, as (the “Allocation Methodology”). As soon as practicable commercially practicable, but no later than thirty (30) days following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)final Purchase Price, Buyer Purchaser shall prepare and deliver provide a proposed allocation to Seller a final Sellers setting forth the allocation of the Purchase Price (and additional consideration described other amounts treated as part of the purchase price for U.S. federal income Tax purposes) among the Acquired Assets in accordance with the preceding clauseAllocation Methodology (the “Allocation”) subject to Sellers’ review and approval (such approval not to be unreasonably delayed, conditioned or withheld). Purchaser shall either: (i) incorporate any changes reasonably requested by Sellers with respect to such Allocation; provided that Sellers’ requested Allocation is acceptable to Purchaser; or (ii) within fifteen (15) days after Purchaser’s receipt of Sellers’ requested changes to the Allocation, provide written notice to Sellers that Purchaser objects to Sellers requested Allocation changes (the “Allocation Objection Notice”). If Purchaser timely delivers an Allocation Objection Notice to Sellers or alternatively, if Sellers deliver a written objection within thirty (30) days after receipt of the draft Allocation proposed by Purchaser, then Purchaser and Sellers shall negotiate in good faith to resolve any such objection, and, if Sellers and Purchaser cannot resolve such dispute within thirty (30) days of Purchaser’s receipt of Sellers’ objection, then a recognized industrial real estate brokerage firm specializing in trucking real estate mutually acceptable to Purchaser and Sellers shall resolve such dispute, with the costs of such resolution to be evenly split by Purchaser, on the one hand, and Sellers, on the other hand, and the post-closing adjustment pursuant to Section 3.02, among resolution of such dispute shall be final and binding on the Auctioned Assets (the "Allocation")Parties. The Allocation Parties and their respective Affiliates shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for file all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, Returns in accordance with such Final Allocation (as finally determined under this Section 9.2) and to report the transactions contemplated by this Agreement for Federal Income not take any Tax and all other tax purposes in a manner consistent related action inconsistent with the Final Allocation. Each , in each case, unless otherwise required by a “determination” within the meaning of Buyer section 1313(a) of the Tax Code and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationapplicable Law.

Allocation of Purchase Price. (a) The Purchase Price plus the Assumed Liabilities (to the extent treated as consideration paid by Buyer for applicable Tax purposes) shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Purchased Assets of for tax reporting purposes (the “Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible Allocation”) in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent accordance with Section 1060 of the Code and the Treasury Regulations thereunderthereunder and in the form attached as Schedule 1.8 attached hereto. Within sixty (60) days after the Agreement Date Seller hereby agrees shall prepare and deliver a draft Purchase Price Allocation to Buyer. Thereafter, Buyer may either: (i) agree with and accept Buyer's the Purchase Price Allocation unless (which upon such acceptance shall be the “Final Allocation Schedule”) or (ii) in good faith suggest changes to the Purchase Price Allocation and attempt to agree with Seller. If Buyer and Seller resolve their differences, the Purchase Price Allocation, as amended to reflect any changes agreed upon by ▇▇▇▇▇ and Seller, shall become the Final Allocation Schedule. If the parties are unable to reach mutual agreement prior to the Closing Date, the parties shall be entitled to allocate the Purchase Price and any Assumed Liabilities (to the extent treated as consideration paid by Buyer for applicable Tax purposes) to the Purchased Assets in such manner as each independently determines that is reasonable, and there shall be no Final Allocation Schedule. (b) If a Final Allocation Schedule has been agreed, and any indemnification payment is paid pursuant to the provisions of this Agreement, then Buyer shall adjust the Final Allocation Schedule to reflect such Allocation was not prepared payment in accordance with the nature of each such payment and in a manner consistent with Section 1060 of the Code and the regulations thereunder ("Applicable Law")and shall deliver the Final Allocation Schedule as so revised to Seller. If Any adjustment(s) to the Final Allocation Schedule shall be final unless Seller so determines, Seller shall objects in writing within 20 Business Days thereafter propose any changes necessary to cause 30 days of the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement the notification of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred adjustment(s) to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Purchase Price Allocation. Each In the event of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594an objection, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.work cooperatively to reach mutual agreement on any adjustment(s)

Allocation of Purchase Price. For federal income Tax and applicable state and local Tax Purposes, Buyer shall deliver and Sellers hereby agree to Seller at Closing a preliminary allocation among treat (and to cause their respective Affiliates to treat) the Auctioned Assets purchase and sale of the Purchase Price and among such other consideration paid to Seller Equity Interests pursuant to this Agreement that is properly includible in Buyer's tax basis for accordance with Revenue Ruling 99-6 (Situation 2). No more than thirty (30) days after the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Determination Date, Buyer shall prepare and deliver to Seller Sellers a final written statement setting forth the allocation of the Purchase Price and purchase price (as determined for federal income tax purposes, taking into account any additional consideration described in the preceding clause, and the post-closing adjustment amounts payable pursuant to Section 3.02, 4.3 and any assumed liabilities that are required to be treated as part of the purchase price for federal income tax purposes) among the Auctioned Purchased Assets (the "Allocation"). The Allocation shall and any other assets that are considered to be consistent acquired for federal income tax purposes) in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"the “Purchase Price Allocation”). If Seller so determines, Seller Buyer and Sellers shall within 20 Business Days thereafter propose any changes necessary endeavor in good faith to cause agree on the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons thereforPurchase Price Allocation. If Buyer and Seller are unable to resolve Sellers have not agreed on the Purchase Price Allocation within sixty (60) days following the Determination Date, then any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review matter(s) will be limited finally and conclusively resolved by an independent accounting firm of recognized national standing reasonably acceptable to whether Buyer's Allocation of such disputed items regarding Buyer and Sellers with no existing relationship with either party (the Allocation was prepared “Auditor”) in accordance with Applicable Law. The Accountants shall this Agreement, as promptly as practicable, and such resolution(s) will be instructed to deliver to Seller and Buyer a written determination of reflected on the proper allocation of such Purchase Price Allocation, provided that the resolution for each disputed items within 20 Business Days. Such item contained in the Auditor’s determination shall be conclusive made subject to the definitions and binding upon the parties hereto for all purposesprinciples set forth in this Agreement, and shall be consistent with either the position of Sellers or Buyer. Buyer and Sellers shall each use its reasonable best efforts to furnish to the Auditor such work papers and other documents and information pertaining to the disputed item as the Auditor may request. Sellers and Buyer shall bear their own expenses in the preparation and review of the Purchase Price Allocation, except that the fees and expenses of the Auditor shall be borne equally by Buyer on the one hand and Sellers on the other hand. Buyer and Sellers shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Purchase Price Allocation, and shall not take any position inconsistent with the Purchase Price Allocation or agree to any proposed adjustment to the Purchase Price Allocation by any Governmental Entity, without first giving the other parties prior written notice and an opportunity to confer regarding such adjustment; provided, however, that the Purchase Price Allocation shall be so adjusted (by any other amounts paid under this Agreement following the Determination Date that affect the purchase price for federal income tax purposes; and provided, further, that nothing contained herein shall prevent Buyer or Sellers from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the Purchase Price Allocation, including or require Buyer or Sellers to litigate before any court any proposed deficiency or adjustment by any Governmental Entity challenging the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Purchase Price Allocation.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among (a) Within sixty (60) days following the Auctioned Assets determination of the Purchase Price pursuant to Section 2.7 that is final and among such binding as set forth therein, Parent shall deliver to Buyer a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (including, for purposes of this Section 2.11, any other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for including the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"Assumed Liabilities). The Preliminary Allocation Schedule shall be consistent with Section 1060 of the Code reasonable, shall be based on appraisals by a nationally recognized appraisal firm experienced in valuing television stations, and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not shall be prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Lawthereunder. Within 10 Business Days fifteen (15) days following delivery to Buyer of such proposed changesthe Preliminary Allocation Schedule, Buyer shall provide Seller with a statement deliver to Parent written notice of any objections Buyer has with respect to such proposed changesthe Preliminary Allocation Schedule, together with a reasonably detailed explanation of setting forth in reasonable detail the reasons thereforfor its objections. If Buyer so objects within such 15-day period, Buyer and Seller are unable Parent shall use their reasonable efforts to resolve such agreements by written agreement. (b) If any disputed objections to the Preliminary Allocation Schedule raised by Buyer are not resolved within 10 Business Days thereafterthe 10-day period next following such 15-day period, then Buyer and Parent shall submit such objections to the Arbitrator, which shall determine the appropriate allocation and so adjust the Preliminary Allocation Schedule. The fees and expenses of the Arbitrator shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of paid 50% by Buyer and 50% by Parent. (c) Buyer and Parent shall jointly make such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustmentadjustments, if any, to be referred the Preliminary Allocation Schedule following the Closing Date to as reflect (i) any agreement of Buyer and Parent resolving objections thereto pursuant to Section 2.11(a) and (ii) any adjustments by the "Final Allocation"Arbitrator pursuant to Section 2.11(b). The fees and disbursements of the Accountants attributable to the Preliminary Allocation Schedule, as so adjusted, shall be shared equally by final and binding on Buyer and Seller. Each of Parent as the “Final Allocation Schedule” for all purposes set forth in Section 2.11(d). (d) Buyer and Seller Parent each agrees to timely file Internal Revenue Service IRS Form 8594, or other applicable IRS forms, and all Federalfederal, state, state and local and foreign Tax Returnsreturns, in accordance with such the Final Allocation Schedule. Buyer and Parent each agrees to report provide the transactions contemplated by this Agreement for Federal Income Tax other promptly with any other information required to complete IRS Form 8594 or other applicable IRS forms. If any Governmental Body contests the Final Allocation Schedule, Buyer or Parent, as the case may be, shall notify the other party of such contest and all other tax purposes in no Buyer Group Member or Seller Group Member shall take a manner consistent position that is inconsistent with the Final Allocation. Each Allocation Schedule without the prior written consent of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594or Parent, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationas applicable.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among (a) Within 120 days after the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Final Adjustment, Seller shall provide to Buyer shall prepare and deliver to Seller a final schedule setting forth a proposal for an allocation of the Purchase Price among the Assets of the Project Company, grouped by the seven asset classes referred to in Treasury Regulations Section 1.1060-1(c) (the “Purchase Price Allocation Schedule”). Within 30 Business Days after its receipt of Seller’s proposed Purchase Price Allocation Schedule, Buyer shall propose to Seller any changes thereto or otherwise shall be deemed to have agreed thereto. If Buyer proposes changes to Seller’s proposed Purchase Price Allocation Schedule within the 30 Business Day period described above, Buyer and additional consideration described Seller shall cooperate in good faith to mutually agree upon a Purchase Price Allocation Schedule as soon as practicable. Notwithstanding the foregoing, Seller and Buyer agree and acknowledge that neither Seller nor Buyer shall, absent mutual written agreement, challenge or dispute the allocations set forth in the preceding clausePurchase Price Allocation Schedule. (b) Seller and Buyer each shall prepare an IRS Form 8594, and “Asset Acquisition Statement Under Section 1060,” incorporating the post-closing adjustment allocations set forth in the Purchase Price Allocation Schedule mutually agreed upon pursuant to Section 3.022.7(a), among which the Auctioned Assets (Parties shall use to report the "Allocation")transactions contemplated by this Agreement to the applicable Taxing Authorities. Each of Seller and Buyer agrees to provide the other promptly with any other information required to complete Form 8594. The Purchase Price Allocation Schedule shall be consistent revised to take into account subsequent adjustments to the Purchase Price, including any indemnification payments (which shall be treated for Tax purposes as adjustments to the Purchase Price), as mutually agreed upon by the Parties and in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of . (c) If the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller Parties are unable to resolve agree on the Purchase Price Allocation Schedule pursuant to Section 2.7(a) or any disputed objections within 10 Business Days thereafter, such objections shall be referred subsequent adjustment to the Purchase Price Allocation Schedule pursuant to Section 2.7(b), the Parties shall refer such dispute to the Independent Accountants, whose review will be limited which firm shall make a final and binding determination as to whether Buyer's Allocation all matters in dispute with respect to this Section 2.7 (and only such matters) on a timely basis and promptly shall notify the Parties in writing of such disputed items regarding the Allocation was prepared in accordance with Applicable Lawits resolution. The Independent Accountants shall be instructed not have the power to deliver to Seller modify or amend any term or provision of this Agreement. Each Party shall bear and Buyer a written determination pay one-half of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of other costs charged by the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationIndependent Accountants.

Allocation of Purchase Price. Buyer No later than thirty (30) calendar days following the Closing Date, WCG shall deliver to Seller at Closing Purchaser a preliminary allocation among proposed schedule (the Auctioned Assets of “Purchase Price Allocation Schedule”) allocating the Purchase Price among the assets and among such any liabilities of the Acquired Companies and any other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's items entering into Purchaser’s tax basis for the Auctioned Assets for Federal income tax purposesassets of the Acquired Companies under Section 755 of the Code, andamong such assets of the Acquired Companies. The Purchase Price Allocation Schedule shall be subject to Purchaser’s review, as soon as practicable following comment, and prior consent, and Purchaser shall deliver its comments to WCG within fourteen (14) calendar days after its receipt of the Closing (but in proposed Purchase Price Allocation Schedule from WCG, and Seller Parties shall incorporate any event within 10 Business Days following reasonable comments of Purchaser into the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law")Schedule. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer Purchaser and Seller Parties are unable to resolve any disputed objections within 10 Business Days thereafteragree on the final Purchase Price Allocation Schedule, such objections then the final Purchase Price Allocation Schedule shall be referred determined by a nationally-recognized accounting firm that is mutually agreeable to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Lawboth Purchaser and Seller Parties. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesPurchaser, and the Allocation shall be so adjusted (the Allocation▇▇ ▇▇▇▇▇, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer PR HoldCo and Seller agrees to timely Parties shall report for Tax purposes and file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Returns in a manner consistent with the Final Allocation. Each final Purchase Price Allocation Schedule; provided, however, that (i) Purchaser’s cost for the assets that it purchases may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of Buyer and Seller agrees to promptly provide items (for example, capitalized acquisition costs) not included in the other party with any additional information and reasonable assistance required to complete Form 8594amount so allocated, or compute Taxes arising in connection with (or otherwise affected byii) the transactions contemplated hereunderamount realized by Seller Parties may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income tax purposes, and (iii) that neither Seller Parties or any of their Affiliates nor Purchaser or any of its Affiliates will be obligated to litigate any challenge to such allocation of the Purchase Price by a Governmental Authority. Each Any adjustments to the Purchase Price pursuant to this Agreement shall be allocated among the assets of Buyer and Seller shall timely notify Acquired Entities for purposes of the other Party and each shall timely provide the other Party Purchase Price Allocation Schedule in accordance with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationthis Section 9.02.

Allocation of Purchase Price. Buyer Within one hundred and twenty (120) calendar days after the Closing Date, Parent shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final an allocation of the Purchase Price (and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02all other capitalized costs) as determined for tax purposes, among the Auctioned Assets (the "Allocation")Purchased Assets. The Allocation Such allocation shall be consistent with made pursuant to Code Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable and any similar provision of state, local or non-U.S. Law", as appropriate). If Seller so determinesIf, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery thirty (30) calendar days of such Buyer’s receipt of Parent’s proposed changesallocation, Buyer shall provide Seller with does not deliver to Parent written notice (a statement “Buyer Allocation Objection Notice”) of any objections that it has to such allocation, Parent’s proposed changes, together with a reasonably detailed explanation of the reasons thereforallocation shall be final. If Buyer timely delivers to Parent a Buyer Allocation Objection Notice, then Parent and Seller Buyer shall work together in good faith to resolve the disputed items. If Parent and Buyer are unable to resolve any all of the disputed objections items within 10 Business Days thereafterthirty (30) calendar days of Parent’s receipt of the Buyer Allocation Objection Notice (or such later date as Parent and Buyer may agree), such objections then Parent and Buyer shall be referred refer the disputed items for resolution, consistent with the side constraints set forth in Exhibit A, to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared Accounting Firm in accordance with Applicable procedures analogous to those set forth in Section 2.4(c). Notwithstanding anything in this Section 2.5 to the contrary, in no event will the allocation finalized pursuant to this Section 2.5 include any allocations contrary to the restrictions set forth in Exhibit A. Sellers and Buyer agree that the allocation determined under this Section 2.5 shall be binding on all Parties, and that Sellers and Buyer will (and Buyer will cause the Acquired Subsidiaries to) report, act and file Tax Returns (including, but not limited to IRS Form 8594) in all respects and for all purposes consistent with such allocation, except to the extent inconsistent with applicable Law. The Accountants Neither Sellers nor Buyer shall be instructed to deliver to Seller (and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposeswill not permit an Acquired Subsidiary to) take any position (whether in audits, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance tax returns or otherwise) that is inconsistent with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance allocation unless required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationdo so by applicable Law.

Allocation of Purchase Price. Buyer (a) The Closing Purchase Price, as adjusted pursuant to any other provision of this Agreement, shall deliver to Seller at Closing a preliminary allocation be allocated as among the Auctioned Assets of Equity Interests, the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, Transferred IP and, as to the extent applicable, the Transferred Contract and the Ancillary Agreements. As soon as reasonably practicable following after the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesdate hereof, Buyer shall provide Seller with a statement draft of any objections to such proposed changesallocation (the “Draft Closing Purchase Price Allocation”), together with a reasonably detailed explanation of the reasons therefor. If and Buyer and Seller are unable shall cooperate in good faith to resolve any disputed objections within 10 Business Days thereafter, agree upon a final version of such objections allocation (the “Closing Purchase Price Allocation”) prior to the preparation of the China Equity Interests Transfer Agreement. The China Equity Interests Transfer Agreement shall be referred to prepared consistently with the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. Closing Purchase Price Allocation. (b) The Accountants Other Business Assets Price shall be instructed to deliver to allocated as among the Other Business Assets. Buyer shall provide Seller and Buyer with a written determination draft of the proper allocation of such disputed items within 20 the Other Business Days. Such determination shall be conclusive and binding upon Assets Price among the parties hereto Other Business Assets for all purposestax purposes (the “Draft Asset Allocation”), and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees shall cooperate in good faith to timely agree upon a final version of such allocation (the “Asset Allocation”). It is anticipated that a separate transfer agreement relating to the Other Business Assets shall be prepared consistently with the Asset Allocation for purposes of filing with applicable Governmental Authorities. (c) Buyer, Seller, the Asset Selling Entities and their Affiliates shall file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance reports and filings with such Final Allocation and respect to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent consistently with the Final Closing Purchase Price Allocation and the Asset Allocation. Each of The Closing Purchase Price Allocation and the Asset Allocation will be adjusted as agreed by Buyer and Seller agrees to promptly provide the other party with reflect any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationpayments treated as purchase price adjustments.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following (a) Within ninety (90) days after the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Date, Buyer shall Purchaser will prepare and deliver to Seller a final an allocation of the aggregate of the Purchase Price (as defined in this Agreement) and additional consideration described the Purchase Price (as defined in the preceding clause, and MSR Purchase Agreement) (including in consideration of the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets Assumed Liabilities or any other amounts treated as consideration) (the "Allocation"). The “Allocation shall be consistent Schedules”) among (i) the Purchased Assets together with (ii) the Servicing Rights, Advances, Custodial Funds and Mortgage Files for the Mortgage Loans (in each case, as those terms are defined in the MSR Purchase Agreement) in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. (b) If Seller does not object to the Allocation Schedules within thirty (30) days of its receipt of the Allocation Schedules, the Allocation Schedules will become final and binding upon Purchaser and Seller. If Seller hereby agrees objects in writing within such thirty (30)-day period to accept Buyer's any item in the Allocation unless Schedules, Seller determines that and Purchaser will negotiate in good faith to resolve the dispute. If they cannot resolve the dispute within fifteen (15) days, Seller and Purchaser will engage the Independent Accounting Firm to resolve the dispute. As promptly as practicable thereafter, but in any event within thirty (30) days of engaging the Independent Accounting Firm, Purchaser and Seller will each prepare and submit a presentation detailing such Party’s complete statement of proposed resolution of the dispute to the Independent Accounting Firm. As soon as practicable thereafter, but in any event within thirty (30) days of the submission of each such Party’s presentation to the Independent Accounting Firm, Purchaser and Seller will cause the Independent Accounting Firm to choose one of such Parties’ positions or a compromise position determined by the Independent Accounting Firm, based solely upon the presentations by Purchaser and Seller. Purchaser and Seller will share the expenses of the Independent Accounting Firm equally. All determinations made by the Independent Accounting Firm will be final, binding and conclusive upon Purchaser and Seller. (c) The Allocation was not prepared in accordance Schedules shall be reflected on a completed IRS Form 8594 (Asset Acquisition Statement under Section 1060), which will be timely filed separately by Seller and Purchaser with the IRS to the extent required under Section 1060 1060(b) of the Code and the regulations thereunder ("Applicable Law")Treasury Regulations thereunder. If Seller so determinesPurchaser, Seller shall within 20 Business Days thereafter propose any changes necessary to cause on the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesone hand, and Seller, on the Allocation shall be so adjusted (the Allocationother hand, including the adjustment, if any, each agrees not to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign take any position inconsistent with this Section 2.05 on any Tax Returns, unless required by a final determination as defined in accordance Section 1313 of the Code or with such Final the consent of the other Party. Purchaser, on the one hand, and Seller, on the other hand, each agrees to promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Allocation Schedules. Upon any adjustment to the Purchase Price (as defined in this Agreement) or the Purchase Price (as defined in the MSR Purchase Agreement) or to any amount treated as consideration, Purchaser and to report Seller shall adjust the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Allocation Schedules in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising principles set forth in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationthis Section 2.05.

Allocation of Purchase Price. Buyer and Seller shall deliver attempt in good faith to Seller at Closing a preliminary agree as to the allocation among the Auctioned Assets of the Purchase Price, as finally determined, the liabilities of E-conolight as of the Closing and all other relevant items treated for U.S. federal income tax purposes as consideration for the Allocation Assets (collectively, the “Allocable Consideration”) among the Acquired Assets, the assets of E-conolight as of the Closing and the Purchased Interests of Cree Europe and Cree Canada (such assets, the “Allocation Assets”) in accordance with the principles of Section 1060 of the Code. At the Closing, Seller shall provide to Buyer an allocation of the Allocable Consideration (as estimated by Seller) among the Allocation Assets (such allocation, the “Preliminary Purchase Price and among such other consideration paid Allocation”). The Preliminary Purchase Price Allocation shall be used to Seller make the necessary preliminary determinations for Transfer Tax purposes pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as Section 8.2(a). As soon as practicable following after the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Final Cash Payment has been finally determined pursuant to Section 1.8, Buyer Seller shall prepare and deliver to Seller a final Buyer an allocation of the Allocable Consideration (as calculated based on the Final Cash Payment) among the Allocation Assets (the “Final Purchase Price Allocation”). Buyer shall have thirty (30) days after delivery of the Final Purchase Price Allocation by Seller to notify Seller in writing of any disputes with the Final Purchase Price Allocation (any such notice, a “Purchase Price Allocation Dispute Notice”; such thirty-day period, the “Purchase Price Allocation Dispute Period”). If Buyer fails to deliver a Purchase Price Allocation Dispute Notice within the Purchase Price Allocation Dispute Period, Buyer and additional consideration described Seller shall prepare and file all Tax Returns in a manner consistent with the preceding clauseFinal Purchase Price Allocation, and shall make the post-closing adjustment necessary final determinations for Transfer Tax purposes pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared 8.2(a) in accordance with Section 1060 the Final Purchase Price Allocation, and shall not take any position inconsistent with the Final Purchase Price Allocation or agree to any proposed adjustment thereto by any taxing authority without first giving the other party prior written notice of the Code and the regulations thereunder ("Applicable Law")such proposed adjustment. If Seller so determinesBuyer delivers a Purchase Price Allocation Dispute Notice within the Purchase Price Allocation Dispute Period, Seller and Buyer shall use reasonable efforts to resolve in good faith all disputes set forth in such Purchase Price Allocation Dispute Notice. If, within 20 Business Days thereafter propose any changes thirty (30) days after delivery by Buyer of a Purchase Price Allocation Dispute Notice, Buyer and Seller agree as to such allocation, Buyer and Seller further agree to prepare and file all Tax Returns in a manner consistent with the agreed allocation and to make the necessary final determinations for Transfer Tax purposes pursuant to cause the Allocation to be prepared Section 8.2(a) in accordance with Applicable Law. Within 10 Business Days following delivery such agreed allocation, and shall not take any position inconsistent with the agreed allocation or agree to any proposed adjustment thereto by any taxing authority without first giving the other party prior written notice of such proposed changesadjustment. If, within thirty (30) days after delivery by Buyer shall provide Seller with of a statement of any objections to such proposed changesPurchase Price Allocation Dispute Notice, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred disputes relating to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination allocation of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesPurchase Price, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in may each use a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationdifferent purchase price allocation.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets The sum of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination value of the Adjustment Amount), Buyer Assumed Liabilities (to the extent properly taken into account under the Code) shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, be allocated among the Auctioned Acquired Assets (the "Allocation"). The Allocation shall be consistent in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations promulgated thereunder ("Applicable and any similar provision of state or local Law", as appropriate) (the “Allocation”). If Seller so determines, Seller The Allocation shall be delivered by Buyer to Sellers within 20 Business Days thereafter propose any changes necessary sixty (60) days after the Closing Date. Sellers will have the right to cause raise reasonable objections to the Allocation within thirty (30) days after Buyer’s delivery thereof, in which event Buyer and Sellers will negotiate in good faith to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of resolve such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefordispute. If Buyer and Seller are unable to Sellers cannot resolve any disputed objections such dispute within 10 Business Days thereafterfifteen (15) days after Sellers notify Buyer of such objections, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance dispute with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable respect to the Allocation shall be shared equally resolved promptly by a nationally recognized accounting firm selected by Buyer and Sellerreasonably acceptable to Sellers, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers on the other hand. Each The decision of the accounting firm in respect of the Allocation shall be final and binding upon Buyer and Seller agrees to timely Sellers. Buyer and Sellers shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner ) consistent with the Final Allocation; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Allocation, and neither Buyer nor any Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Each of Except as otherwise provided herein, Buyer and Seller agrees Sellers agree to promptly provide the other party with any additional information and reasonable assistance required to complete IRS Form 8594, or compute Taxes arising in connection with 8594 within fourteen (or otherwise affected by14) days of the transactions contemplated hereunderrequest for such information. Each of Buyer and Seller Sellers shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit audit, or other proceeding relating to Taxes regarding the Final Allocationallocation of the Purchase Price pursuant to this section. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

Allocation of Purchase Price. The parties have agreed that the purchase and sale of the limited liability company interests of Newco shall be treated for U.S. federal income tax purposes as an acquisition by Buyer, and a sale by Seller, of all of the assets of Newco and that the purchase and sale of the limited liability company interests of Newco will be treated as an “applicable asset acquisition” within the meaning of Section 1060 of the Code. Within ninety (90) days following the Closing Date, Buyer shall deliver to Seller at Closing a preliminary draft allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposesschedule, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code Code, allocating the Purchase Price and the regulations thereunder Assumed Liabilities ("Applicable Law"to the extent treated as liabilities for federal income tax purposes) among the assets of Newco (including, for purposes of this Section 3.7, the stock of the Section 338(h)(10) Companies and the assets of any Subsidiary of Newco that is treated as a flow-through-entity for U.S. federal income tax purposes) (the “Allocation Schedule”). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause believes that all or a portion of the Allocation to be prepared Schedule is incorrect and Seller notifies Buyer in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with writing including a reasonably detailed explanation description of the reasons therefor. If objection and basis supporting Seller’s objections and any calculations or documentation that support the objection, within 30 (thirty) days after having received such Allocation Schedule, Buyer and Seller agree to consult and resolve in good faith any such disputed item. In the event the parties are unable to resolve any disputed objections such dispute within 10 Business Days thereafter30 (thirty) days following notice to Buyer of Seller’s objection (in the form and within the time set forth herein), such objections shall be referred to the Accountants, whose review Accountant will be limited retained to whether Buyer's Allocation of such disputed items regarding resolve solely any issue in dispute as promptly as possible and the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of Accountant shall be final with respect to such disputed items within 20 Business Daysissues. Such determination Buyer and Seller shall then be conclusive and binding upon the parties hereto for all purposes, and bound by the Allocation shall be so Schedule, as adjusted (to reflect the Allocation, including the adjustmentdetermination, if any, to be referred to as of the "Final Allocation")Accountant. The fees and disbursements costs of the Accountants attributable to the Allocation Accountant shall be shared borne equally by Buyer and Seller. Each In the event that Final Net Working Capital is determined, or another adjustment to the Purchase Price for tax reporting purposes is made under this Agreement or the Employee Matters Agreement, after delivery of the Allocation Schedule, Buyer and Seller agrees shall cooperate to timely file Internal Revenue Service revise such schedule to take into account the portion of such Final Net Working Capital or such other adjustment to the Purchase Price allocable to the assets of Newco. The Allocation Schedule, as finally determined, shall be used in preparing IRS Form 85948883 and each of Seller, on the one hand, and Buyer on the other hand, shall report the transaction contemplated by this Agreement, and file all FederalTax Returns, in each case, for federal, state, local and foreign Tax Returns, purposes in accordance with such Final the Allocation and Schedule, as finally determined pursuant to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationSection 3.7.

Allocation of Purchase Price. Buyer Within ninety (90) days after the Closing Date, (a) Apollo shall deliver to Seller at Closing ReShape a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final draft allocation of the Purchase Price purchase price as determined for U.S. federal income Tax purposes (including the Assumed Lap-Band Liabilities and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, any other relevant items) among the Auctioned Apollo Lap-Band Assets (the "“Draft Lap-Band Allocation"”), and (b) ReShape shall deliver to Apollo a draft allocation of the purchase price as determined for U.S. federal income Tax purposes (including the Assumed Reshape IGB Liabilities and any other relevant items) among the ReShape IGB Assets (the “Draft ReShape IGB Allocation,” and together with the Draft Lap-Band Allocation, the “Draft Allocations”). The Allocation shall Draft Allocations will be consistent prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees If (i) ReShape does not object to accept Buyer's the Draft Lap-Band Allocation, or (ii) Apollo does not object to the Draft ReShape IGB Allocation, in either case, within thirty (30) days of receipt thereof, the applicable Draft Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of shall become final and binding on the Code and the regulations thereunder ("Applicable Law")parties. If Seller so determineseither Apollo or ReShape, Seller as applicable, timely objects to the applicable Draft Allocation, then the parties shall within 20 Business Days thereafter propose negotiate in good faith to resolve promptly any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons thereforobjection. If Buyer Apollo and Seller ReShape are unable to resolve reach a resolution with respect to any aspect of either Draft Allocation within fifteen (15) days of a timely objection to the applicable Draft Allocation, either Apollo or ReShape may demand that any disputed objections within 10 Business Days thereafter, such objections shall items be referred to an independent accounting firm of national reputation that is mutually acceptable to Apollo and ReShape (the Accountants“Accounting Firm”) to finally resolve such disputed item(s). Promptly, whose review will be limited to whether Buyer's Allocation of but not later than thirty (30) days after such disputed items regarding are submitted to it for resolution hereunder, the Allocation was prepared Accounting Firm will determine those matters in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller dispute and Buyer will render a written determination of report as to the proper disputed matters and the resulting allocation of such disputed items within 20 Business Days. Such determination amounts, which report shall be conclusive and binding upon the parties hereto for all purposesparties. The Draft Allocations, as amended to reflect any agreement among Apollo and ReShape, and the Allocation resolution of any disputed items by the Accounting Firm, shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to herein as the "“Final Allocation"). The fees and disbursements .” Except as otherwise required pursuant to a “determination” under Section 1313 of the Accountants attributable Code (or any comparable provision of state or local Law), neither Apollo nor ReShape shall take, nor permit their Affiliates to take, any Tax position which is inconsistent with the Allocation Final Allocation, and each party will file its Tax Returns (including IRS Form 8594) consistently with the Final Allocation. Each party shall notify the other parties if it receives notice that any Governmental Body proposes any allocation different than the Final Allocation. Any post-Closing payments of the Cash Purchase Price payable under Section 2.5(a)(i) shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes allocated in a manner consistent with the Final Allocation. Each , and except as may otherwise be required by applicable Law, any amounts paid to a ReShape Indemnitee or Apollo Indemnitee under Section 9 shall be treated as an adjustment to the purchase price of Buyer the relevant Acquired Assets (including by the Parties on their respective Tax Returns) for Tax purposes and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationallocated as provided by Treasury Regulation § 1.1060-1(c).

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the The Purchase Price (and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis any amounts treated as purchase price for the Auctioned Assets for Federal U.S. federal income tax purposes, and, as soon as practicable following including the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer Assumed Liabilities) shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, be allocated among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared various Acquired Assets, in accordance with Section 1060 of the Code IRC and the applicable Treasury Regulations promulgated thereunder (the “Allocation”). Buyer shall, not later than 90 days after the Closing Date, prepare and deliver to Sellers a draft of the Allocation for Sellers’ review and comments. Sellers shall provide comments to the draft Allocation to Buyer within 30 days after delivery of the draft Allocation by ▇▇▇▇▇ and if Sellers do not provide any comments within such 30 days period, the draft Allocation prepared by Buyer shall be final and binding on the parties. If a Seller timely makes any comments to the draft Allocation, ▇▇▇▇▇ and such Seller shall work in good faith to resolve any disputes within 20 days from the date such Seller delivers its comments to Buyer. Buyer will consider in good faith any timely received reasonable comments provided by such Seller. Unless otherwise required by a final determination within the meaning of IRC Section 1313 or any equivalent provisions of non-U.S., state or local Tax Law, the Allocation, as finally determined pursuant to this Section 3.3, shall be final and binding on the Parties and Sellers and Buyer shall (a) use such Allocation, as finally determined pursuant to this Section 3.3, for the purpose of making the requisite filings under Section 1060 of the IRC, and the regulations thereunder thereunder, ("Applicable Law"). If Seller so determinesb) report, Seller shall within 20 Business Days thereafter propose any changes necessary and to cause their respective Affiliates to report, the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federalfederal, state, and local income and foreign other Tax Returnsconsequences of the transactions contemplated herein, and in accordance with such Final Allocation and particular to report the transactions contemplated information required by this Agreement for Federal Income Tax Section 1060(b) of the IRC, and all other tax purposes to jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060 of the IRC) as promptly as possible following the Closing Date and in a manner consistent with the Final such Allocation. Each of Buyer , and Seller agrees to (c) promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide of the other Party with reasonable assistance existence of any Tax audit, controversy, or litigation related to such Allocation. Notwithstanding the allocation of the Purchase Price agreed among the parties hereto pursuant to this Section 3.3 for the aforementioned Tax purposes, nothing in the event foregoing shall be determinative of an examination, audit values ascribed to the Acquired Assets or the allocation of the value of the Acquired Assets for any other proceeding regarding the Final Allocationpurpose.

Allocation of Purchase Price. Buyer No more than ninety (90) days after the Cut-Off Date, Purchaser shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final an allocation of the Unadjusted Purchase Price and additional consideration described in Price, as adjusted by the preceding clauseFinal Adjustment Amount, and the post-closing adjustment pursuant to Section 3.02, any other items properly treated as consideration for U.S. federal income Tax purposes among the Auctioned Assets (assets of the "Allocation"). The Allocation shall be consistent Company in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations thereunderpromulgated thereunder (the “Asset Allocation Statement”). The Asset Allocation Statement shall be prepared in a manner reasonably consistent with the Allocated Values set forth on Annexes B-▇, ▇-▇, ▇-▇ and C unless otherwise required by applicable U.S. federal income tax Law. Seller hereby agrees shall propose to accept Buyer's Purchaser any changes to the Asset Allocation unless Statement in writing within sixty (60) days after the date of delivery by Purchaser. Purchaser and Seller determines that shall work in good faith to resolve any disputes relating to the Asset Allocation Statement as promptly as practicable. If the Parties are unable to resolve any disputed item in the Asset Allocation Statement within thirty (30) days following Purchaser’s receipt of Seller’s proposed changes, the Parties shall submit any such remaining disputed items to the Accounting Expert to be resolved promptly in accordance with the procedures set forth in Section 7.5. The resolution of the dispute by the Accounting Expert shall occur at least seven (7) Business Days prior to the due date for any Tax Return to which such disputed items are relevant and shall be conclusive and binding on the Parties, and the Asset Allocation was not prepared Statement shall be updated to reflect such resolution. Purchaser shall use commercially reasonable efforts to update the Asset Allocation Statement in accordance with Section 1060 of the Code and following any adjustment to the regulations thereunder ("Applicable Law"). If Seller so determinesUnadjusted Purchase Price, Seller shall within 20 Business Days thereafter propose Final Adjustment Amount, or any changes necessary other amount properly treated as consideration for U.S. federal income Tax purposes pursuant to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesthis Agreement, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesPurchaser shall, and the Allocation shall be so adjusted (the Allocationcause their Affiliates to, report consistently with such allocation, as adjusted, on all Tax Returns, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 85948594 (Asset Acquisition Statement under Section 1060), and all Federal, state, local and foreign neither Seller nor Purchaser shall take any position on any Tax Returns, in accordance Return that is inconsistent with such Final Allocation allocation, as adjusted, unless otherwise required by applicable Laws; provided, however, that neither Party shall be unreasonably impeded in its ability and discretion to report the transactions contemplated by this Agreement for Federal Income negotiate, compromise and/or settle any Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594audit, claim or compute Taxes arising similar proceedings in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationsuch allocation.

Allocation of Purchase Price. Buyer Seller shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following on or before thirty (30) days after the Closing (but in any event within 10 Business Days following Date initially determine and send to Purchaser a schedule containing the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, Assumed Liabilities among the Auctioned Purchased Assets as is required by Section 1060 of the Code (the "AllocationAllocation Schedule"). The Allocation Schedule will be deemed to be accepted by Purchaser unless Purchaser provides a written notice of disagreement to Seller within five (5) business days after receipt of the Allocation Schedule. If Purchaser provides such written notice, Seller and Purchaser shall proceed to negotiate in good faith to create a mutually acceptable Allocation Schedule. If no mutually acceptable Allocation Schedule is created within ten (10) business days of Seller's receipt of the written notice of disagreement, then an independent accountant mutually satisfactory to the Seller and Purchaser (the "Independent Accountant') shall be engaged to determine the Allocation Schedule. The fees for such determination shall be borne by Purchaser, unless the Independent Accountant disagrees materially with the Allocation Schedule originally submitted by Seller, in which case such fees shall be borne by Seller. Such determination by the Independent Accountant, or the original Allocation Schedule if not objected to by the Purchaser, shall be binding and conclusive to all parties to the Agreement and all parties shall file all relevant tax returns consistent with such final determination, unless otherwise required by applicable law; provided, however, that if the Purchase Price or the Assumed Liabilities are adjusted in accordance with Section 2.3 of this Agreement, the Allocation Schedule otherwise determined shall be adjusted accordingly, as required by Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationCode.

Allocation of Purchase Price. Buyer 9.1. For the tax treatment of the Consideration, the Vendor shall no later than 20 Business Days following Completion deliver to Seller at Closing a preliminary draft allocation of the Consideration among the Auctioned Transferred Assets and the performance by the Vendor of its obligation to continue to employ and bear the salaries of the Purchase Price Salaried Employees under Clause 6.1 (the “Preliminary Allocation”). 9.2. If and among such other consideration paid to Seller pursuant to this Agreement that is properly includible the extent the Purchaser does not contest the Preliminary Allocation, the allocation of the Consideration shall be deemed finally and bindingly determined as set forth in Buyer's tax basis for the Auctioned Assets for Federal income tax purposesPreliminary Allocation. If the Purchaser disagrees with the Preliminary Allocation, andthe Purchaser may, as soon as practicable following the Closing (but in any event within 10 Business Days after delivery of the Preliminary Allocation, deliver a notice (the “Purchaser’s Allocation Notice”) to the Vendor to such effect, specifying those items as to which the Purchaser disagrees and setting forth Purchaser’s proposed allocation. Vendor and Purchaser shall, during the 20 Business Days following the final determination of Purchaser’s Allocation Notice use their reasonable efforts to reach an agreement on the Adjustment Amount), Buyer shall prepare and deliver disputed items or amounts in order to Seller a final determine the allocation of the Purchase Price Consideration. If and additional consideration described in to the preceding clause, extent the Purchaser and the post-closing adjustment pursuant Vendor have reached an agreement by the end of such 20 Business Day period, the allocation of the Consideration as agreed between the Purchaser and the Vendor shall be deemed finally and bindingly determined as between the Parties. 9.3. If and to Section 3.02the extent the Purchaser and the Vendor have not reached an agreement by the end of the 20 Business Day period as set forth in Clause 9.2, among each of the Auctioned Assets Vendor and the Purchaser shall have the right to request that the allocation of the Purchaser shall be reviewed, calculated and determined by such party as the Purchaser and the Vendor shall agree and who shall act as an independent expert (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared “Independent Expert”) in accordance with Section 1060 of the Code Clause 9.4 below. The Purchaser and the regulations thereunder ("Applicable Law")Vendor shall each use their reasonable endeavours to agree on the Independent Expert as soon as reasonably practicable and in good faith. 9.4. If Seller so determines, Seller The Independent Expert shall within 20 Business Days thereafter propose any changes necessary be requested to cause decide the Allocation to be prepared issues in dispute in accordance with Applicable Law. Within 10 Business Days following delivery the provisions of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer this Agreement and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within the Consideration as soon as reasonably practicable, but no later than 20 Business DaysDays after receiving a respective request from the Vendor and/or the Purchaser. Such The Parties shall provide the Independent Expert with all information and documents, including access to books and records, employees and management of the relevant Party, as reasonably required by the Independent Expert to prepare its decision and to otherwise perform its function as Independent Expert. Unless jointly instructed otherwise by the Vendor and the Purchaser, the Independent Expert shall limit its decisions to the issues in dispute. With respect to the issues in dispute, the decisions of the Independent Expert shall fall between the positions taken by the Vendor and the Purchaser and therefore the Independent Expert shall not assign a value to any item greater than the greatest value for such item claimed by either the Vendor or the Purchaser or less than the smallest value for such item claimed by either the Vendor or the Purchaser. The determination of the allocation of the Consideration by the Independent Expert shall be conclusive deemed finally and binding upon bindingly determined as between the parties hereto for all purposesParties, and save in case of manifest errors. The costs of the Allocation Independent Expert shall be so adjusted (borne by the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationJV Company.

Allocation of Purchase Price. Buyer (a) At least five (5) Business Days prior to the anticipated Closing Date, Purchaser shall provide Seller an allocation of the amounts required to be paid by Purchaser pursuant to Section 2.9(a) among the Seller and each Subsidiary transferring assets hereunder (the “Closing Payment Allocation Schedule”). In the event the Seller notifies Purchaser that it disagrees with the Closing Payment Allocation Schedule delivered by Purchaser within three (3) days of delivery of the Closing Payment Allocation Schedule by Purchaser, Purchaser and the Seller shall negotiate in good faith to resolve such disputed items as promptly as practicable; provided that, if the Seller does not deliver a notice of disagreement to Purchaser within three (3) days of delivery of the Closing Payment Allocation Schedule by Purchaser, the Closing Payment Allocation Schedule delivered by Purchaser shall be final. If Purchaser and the Seller are unable to reach agreement with respect to the Closing Payment Allocation Schedule within three (3) days after the delivery of the Closing Payment Allocation Schedule by Purchaser to the Seller, the parties shall submit the dispute to the Bankruptcy Court for final resolution. Within 90 days following the Closing, Purchaser shall deliver to the Seller at Closing a preliminary allocation schedule allocating the Final Purchase Price, the Assumed Liabilities, and all other amounts treated as consideration for U.S. federal income tax purposes (collectively, the “Tax Consideration”) among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Transferred Assets (the "Allocation"“Allocation Schedule”). The Allocation Schedule shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determinesreasonable, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law(and to the extent necessary to comply with) Section 1060 of the IRC Code and the applicable regulations promulgated thereunder. Within 10 Business Days following In the event the Seller notifies Purchaser that it disagrees with the Allocation Schedule delivered by Purchaser within fifteen (15) days of delivery of the Allocation Schedule by Purchaser, Purchaser and the Seller shall negotiate in good faith to resolve such proposed changesdisputed items as promptly as practicable; provided that, Buyer shall provide if the Seller with does not deliver a statement notice of any objections disagreement to such proposed changes, together with a reasonably detailed explanation Purchaser within fifteen (15) days of delivery of the reasons thereforAllocation Schedule by Purchaser, the Allocation Schedule delivered by Purchaser shall be final. If Buyer Purchaser and the Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred reach agreement with respect to the Accountants, whose review will be limited to whether Buyer's Allocation Schedule within 30 days after the delivery of such disputed items regarding the Allocation was prepared in accordance with Applicable LawSchedule by Purchaser to the Seller, the parties shall submit the dispute to the Bankruptcy Court for final resolution. The Accountants shall be instructed to deliver to Seller and Buyer a written the Purchaser shall submit the relevant information, books and records, as applicable, and all other data necessary for, or requested by, the Bankruptcy Court to make its determination. The determination of the proper allocation Bankruptcy Court solely in respect of such the specifically disputed items within 20 Business Days. Such determination shall be conclusive final and binding upon the parties hereto for all purposesparties, and the Allocation Schedule shall be so revised solely to reflect such determinations, and thereafter such revised Allocation Schedule shall be deemed agreed to by the parties. The parties shall be bound by the agreed (or deemed agreed) Allocation Schedule (as adjusted pursuant to the prior sentence), and the parties shall, and shall cause their respective Affiliates to, report, act and file all Tax Returns in all respects and for all purposes consistent with such allocation. (b) Purchaser and the Allocation, including the adjustment, if any, Seller shall (i) timely file all Tax Returns required to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to filed in connection with the Allocation shall be shared equally by Buyer Schedule, (ii) prepare and Seller. Each of Buyer file all Tax Returns and Seller agrees to timely file Internal Revenue Service Form 8594, and determine all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Taxes in a manner consistent with the Final AllocationAllocation Schedule, and (iii) not, and shall not allow their respective Affiliates to, take any actions inconsistent with the Allocation Schedule, except in each case as may be required by a change in applicable Law or pursuant to the good faith resolution of a tax dispute and except as may be necessary to reflect adjustments to the Allocation Schedule resulting from post-Closing payments or events as mutually agreed between Purchaser and Seller. Each of Buyer Purchaser, on the one hand, and Seller agrees to promptly provide the Seller, on the other party with any additional information and reasonable assistance required to complete Form 8594hand, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationif it receives notice that any Governmental Authority proposes any allocation different from Allocation Schedule.

Allocation of Purchase Price. Buyer The gross purchase price as determined for U.S. federal income tax purposes shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Assets shares of the Purchase Price Significant Company Subsidiaries and among such the other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination assets of the Adjustment Amount), Buyer shall prepare and deliver to Seller Company in a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Lawpromulgated. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of sixty (60) days after the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustmentadjustments, if any, to be referred the Purchase Price under this Agreement, Buyer will provide to as Seller its proposed allocation of the "Final purchase price (the “Allocation"”). The fees Within thirty (30) days after the receipt of such Allocation, Seller will submit to Buyer in writing any proposed changes to such Allocation or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld, conditioned or delayed (and disbursements in the event no such changes are proposed in writing to Buyer within such period of time, Seller will be deemed to have agreed to, and accepted, the Accountants attributable Allocation). Buyer and Seller will endeavor in good faith to resolve any differences with respect to the Allocation within fifteen (15) days after Buyer’s receipt of written notice of objection from Seller. Any unresolved disputes will be resolved by the Independent Accounting Firm, the costs of which shall be shared equally borne by Seller on the one hand and Buyer on the other hand in proportion to the percentage of the total dollar amount of the items submitted for dispute that are resolved in Buyer’s or Seller’s favor, respectively. The determination of the Independent Accounting Firm shall be binding on Buyer and Seller. Each All Tax Returns and reports filed by Buyer, the Company and the Company Subsidiaries will be prepared consistently with the Allocation. None of Buyer and Buyer, the Company, the Company Subsidiaries or Seller agrees shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Allocation unless required to timely file Internal Revenue Service Form 8594, and all Federal, do so under Applicable Law pursuant to a determination (within the meaning of Section 1313(a) of the Code or analogous provisions of state, local and or foreign Tax Returns, in accordance with Law). Seller and Buyer agree that they will timely file Form 8594 (and any applicable state or local forms) by attaching such Final Allocation form to their respective timely filed U.S. federal income Tax Returns and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes otherwise in a manner consistent with reflecting the Final Allocation. Each of Buyer , and Seller agrees to promptly provide the and Buyer will cooperate with each other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with such preparation and filing. The parties shall further cooperate in updating the Allocation and Form 8594 (and any applicable state or otherwise affected bylocal forms) with respect to any post-Closing adjustments to the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationpurchase price as determined for U.S. federal income Tax purposes (including under Section 11.06).

Allocation of Purchase Price. The Seller and the Buyer shall deliver use their reasonable best efforts to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final agree upon an allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets other relevant items (the "Purchase Price Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto ) for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returnstax purposes on or prior to the Closing, which allocation shall be annexed as Schedule 2.5 of this Agreement at the Closing. Promptly, after the date hereof, the Seller shall deliver to the Buyer a proposed allocation of the Purchase Price and other relevant items for the Buyer's review and approval, and the Buyer shall promptly review and approve or disapprove of such allocation. If the Buyer disapproves of the proposed allocation, then the Buyer shall promptly deliver to the Seller a written adjustment to the Seller's proposed allocation. The Seller and the Buyer shall use their reasonable best efforts to agree upon any adjustments to the Purchase Price Allocation. If the Buyer and the Seller agree upon an allocation pursuant to this Section 2.5, neither the Buyer nor the Seller shall take any position inconsistent with such allocation, except as may be required by law, without the consent of the other Party. The Purchase Price Allocation determined in accordance with this Section 2.5 shall be appropriately adjusted to reflect any subsequent adjustment to the Purchase Price based upon the particular tax asset to which such Final adjustment relates. Such adjusted Purchase Price Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes shall be determined in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising procedures set forth in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationthis Section 2.5.

Allocation of Purchase Price. Buyer (a) The Closing Date Seller Payment shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Shares and the Assets as agreed upon and set forth on Schedule 4.5(a) prepared by the Purchaser and agreed upon by the parties. (b) The Closing Date Seller Payment with respect to the Shares shall be allocated to the Shares of CIS Managed Assets, CIS Investments, CIS Cash Management and CIS Limited, and among the respective Shareholders, as agreed upon and set forth on Schedule 4.5(b) prepared by the Purchaser and agreed upon by the parties. (c) The Closing Date Seller Payment with respect to the Assets shall be allocated among the Assets and among the Asset Sellers in accordance with a schedule delivered by Purchaser to the Parent within sixty (60) days after the Closing Date, allocating the Closing Date Seller Payment (including the amount of any Assumed Obligations) among the Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared Asset Sellers in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"the “Asset Allocation Schedule”). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery thirty (30) days of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation receipt of the reasons thereforAsset Allocation Schedule, the Parent notifies Purchaser in writing that Parent objects to one or more items reflected in the Asset Allocation Schedule, Parent and Purchaser shall negotiate in good faith to resolve such dispute. If Buyer Parent and Seller are unable Purchaser fail to resolve any disputed objections such dispute within 10 Business Days thereafterthirty (30) days of Purchaser’s receipt of Parent’s notice, such objections the parties shall submit the dispute for resolution to the Accounting Firm for resolution of the dispute, which resolution shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive final and binding upon the parties hereto for on all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation")parties. The fees and disbursements expenses of the Accountants attributable Accounting Firm shall be apportioned between the parties by the Accounting Firm based on the degree to which each party’s claims were unsuccessful and shall be paid by the parties in accordance with such determination. (d) The Non-Competition Payment shall be allocated among Parent and Sellers as agreed upon and set forth on Schedule 4.5(d) prepared by the Purchaser and agreed upon by the parties. (e) The parties hereto agree to make appropriate adjustments to Schedule 4.5(a), Schedule 4.5(b) and the Asset Allocation Schedule to reflect any adjustments to the Allocation Adjusted Purchase Price (or the Assumed Obligations). Any such adjustment to the purchase price shall be shared equally allocated as provided by Buyer Treasury Regulation Section 1.1060-1(c). Following the Closing, Purchaser and Seller. Each of Buyer Parent and Seller agrees to timely file their respective Affiliates, in connection with their respective U.S. federal, state and local income Tax Returns and other filings (including Internal Revenue Service Form 8594), shall not (and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent shall cause their Affiliates not to) take any position inconsistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide allocations set forth on Schedule 4.5(a), Schedule 4.5(b), the other party with any additional information and reasonable assistance required to complete Form 8594, Asset Allocation Schedule (as such schedules may be adjusted as contemplated in this Section 4.5(e)) or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationSchedule 4.5(d).

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets The sum of the Purchase Price and among such the Assumed Obligations (plus any other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis liabilities treated as assumed for the Auctioned Assets for Federal U.S. federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, ) will be allocated among the Auctioned Purchased Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section the principles of section 1060 of the Code and the regulations thereunder ("Applicable and any corresponding provision of state, local or foreign Tax Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary as appropriate) pursuant to cause the an allocation schedule (each an “Allocation Schedule”) to be prepared in accordance with Applicable Lawby Buyer. Within 10 Business Days following delivery Buyer shall deliver to Seller an initial Allocation Schedule within one hundred twenty (120) days of such proposed changesthe Effective Date. If any indemnification payment is made pursuant to Article IX or any other adjustment to the Purchase Price occurs, Buyer shall provide Seller with a statement of promptly revise any objections affected Allocation Schedules to take into account such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes payment or adjustment in a manner consistent with the Final Allocationprinciples of section 1060 of the Code and the regulations thereunder (and any corresponding provision of state, local or foreign Tax Law, as appropriate). Each Buyer shall provide the Allocation Schedule (and any revision to the Allocation Schedule necessitated by an adjustment of the Purchase Price) to Seller for Seller’s review and comment. Seller shall provide any comments to Buyer within forty-five (45) days of receiving the Allocation Schedule (or any revision to the Allocation Schedule). Buyer shall consider Seller’s comments in good faith. If Buyer objects to Seller’s comments, Buyer and Seller agrees shall use commercially reasonable efforts to promptly settle the dispute with respect to such comments promptly. If Buyer and Seller have not resolved such dispute within thirty (30) days of Buyer’s receipt of Seller’s comments, Buyer and Seller shall jointly retain a nationally recognized tax expert (a “Tax Dispute Referee”) to resolve disputed items. The findings of the Tax Dispute Referee shall be final and binding on the Parties. Upon final resolution of disputed items, the Allocation Schedule shall be adjusted to reflect such resolution. The costs, fees and expenses of the Tax Dispute Referee incurred in connection with a dispute relating to the Allocation Schedule shall be borne equally by Seller and Buyer. Buyer and Seller hereby covenant and agree to (i) be bound by the Allocation Schedules for all income Tax purposes, (ii) prepare and file all Tax Returns on a basis consistent with each such Allocation Schedule and (iii) not take any 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 terms of any such Allocation Schedule unless required to do so by applicable Law. Each Party will provide the other party promptly with any additional other information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) 8594 under the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationCode.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets The portion of the Purchase Price and among such other consideration paid to Seller in exchange for the Acquired Assets pursuant to Section 4.01, together with the allocable portion of the Assumed Liabilities and any other relevant items, shall be allocated among the Acquired Assets in accordance with this Agreement that is properly includible in Buyer's tax basis for Section 4.06 (such allocations, the Auctioned Assets for Federal income tax purposes, and, as soon "Purchase Price Allocations"). As promptly as practicable following after the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Date, Buyer Purchaser shall prepare or cause to be prepared, and deliver shall submit to Seller Seller, a final allocation draft version of the Purchase Price and additional consideration described in the preceding clauseAllocations, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets which (the "Allocation"). The Allocation i) shall be consistent prepared in accordance with Section 1060 the principles of Schedule 4.06, but with respect to any particular asset described on Schedule 4.06, only to the Code extent that the allocation specified on Schedule 4.06 is reasonable and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared (ii) shall be determined in accordance with Section 1060 of the Code and the applicable Treasury regulations thereunder ("Applicable Law")thereunder. If Seller so determines, Purchaser and Seller shall within 20 Business Days thereafter propose any changes necessary to cause report the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery Tax consequences of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final AllocationPurchase Price Allocations, as determined pursuant to this Section 4.06, and shall not take any action or position that is inconsistent therewith. Each of Buyer In the event a dispute arises between Purchaser and Seller agrees with respect to promptly provide the other party determination of the Purchaser Price * Confidential portions omitted and filed separately with the Commission pursuant to a Request For Confidential Treatment. Allocations, such dispute shall be resolved by Grant Thornton in the manner ▇▇▇▇▇▇▇▇ ▇▇ ▇▇solve any additional information and reasonable assistance required disputes with respect to complete Form 8594, the calculation of EBITDA or compute Taxes arising Earn-Outs in connection with (or otherwise affected by) the transactions contemplated hereunderSection 4.02(a). Each of Buyer Purchaser and Seller shall timely notify mutually prepare and file in accordance with applicable Treasury regulations and in accordance with the other Party Purchase Price Allocations, Internal Revenue Service Form 8594 and each shall timely provide any forms or documents required to be filed with respect to such matters with state or local taxing authorities with respect to the other Party with reasonable assistance in acquisition by Purchaser of the event of an examination, audit or other proceeding regarding the Final AllocationAcquired Assets.

Allocation of Purchase Price. Buyer The Parties shall deliver cooperate to Seller at Closing a preliminary allocation among the Auctioned Assets determine (in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for Code) the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, Assumed Liabilities (plus any other relevant items) among the Auctioned Transferred Assets (the "“Allocation"”). The Allocation Within sixty (60) days following the Closing Date, Purchaser shall be consistent with Section 1060 deliver to Seller a proposed allocation of the Code and consideration paid by Purchaser among the Treasury Regulations thereunderTransferred Assets, including details of the fair market values assigned to the Transferred Assets (together, the “Purchaser’s Allocation”). Seller hereby agrees shall deliver written notice to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 Purchaser within thirty (30) days after Seller’s receipt of the Code and Purchaser’s Allocation either accepting or objecting to the regulations thereunder ("Applicable Law")Purchaser’s Allocation. If Seller so determinesobjects to the Purchaser’s Allocation, Purchaser and Seller shall within 20 Business Days thereafter propose any changes necessary attempt to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons thereforresolve their differences by good faith negotiation. If Buyer Purchaser and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred agree to the AccountantsAllocation within thirty (30) days after the delivery of Seller’s objection to the Purchaser’s Allocation, whose review will then Seller and Purchaser shall confer in good faith for up to five (5) days to agree on a nationally recognized independent accounting firm, which shall not be limited the regular accounting firm of Purchaser or Seller (the “Allocation Resolution Firm”) to whether Buyer's Allocation of such disputed items regarding resolve the Allocation was prepared outstanding disagreement in accordance with Applicable Lawthe procedures set forth below; provided, however, that if the Parties cannot agree on the Allocation Resolution Firm, then each of Seller and Purchaser will select a nationally recognized accounting firm and the two firms selected by Seller and Purchaser will select the Allocation Resolution Firm. The Accountants Allocation Resolution Firm shall be instructed use its best efforts to deliver to Seller reach a determination as promptly as possible and Buyer a written determination in no event later than twenty (20) days after submission of the proper allocation of such matter to the Allocation Resolution Firm. Only disputed items within 20 Business Days. Such determination shall be conclusive and binding upon item(s) relating to the parties hereto for all purposes, and the Purchaser’s Allocation shall be so adjusted (submitted to the AllocationAllocation Resolution Firm for review. In resolving any disputed item, including the adjustmentAllocation Resolution Firm may not assign a fair market value to such item greater than the greatest value for such item claimed by either Purchaser or Seller or less than the lowest fair market value for such item claimed by either Purchaser or Seller, if anyin each case as presented to the Allocation Resolution Firm. All determinations of the Allocation Resolution Firm relating to the disputed items, to absent fraud, shall be referred to as the "Final Allocation")final and binding on Purchaser and Seller. The fees and disbursements expenses of the Accountants attributable Allocation Resolution Firm shall be borne one-half (1/2) by Purchaser and one-half (1/2) by Seller. Following the agreement of Purchaser and Seller to the Allocation or the resolution of all its pending disagreements with respect thereto, as applicable, the Parties shall set forth on Schedule 2.1.1 through Schedule 2.1.12 the fair market value of such of the Transferred Assets that the Parties agree will be shared equally by Buyer and Sellerused to determine such allocation. Each Party shall prepare an IRS Form 8594 for inclusion with its federal income Tax Returns including the Closing Date and any similar allocation required under state, local, or foreign law (collectively, “Forms 8594”), and shall provide to the other Party for review and comment a draft of Buyer and each Form 8594 so prepared not less than thirty (30) days before filing such Form 8594 with the relevant Governmental Entity. Neither Purchaser nor Seller agrees shall take (or permit any of their respective Affiliates to timely file Internal Revenue Service Form take) any position that is inconsistent with the values shown on Schedules 2.1.1 through 2.1.12 or the allocation reflected in their filed Forms 8594 either in any Tax Return, or upon examination of any Tax Return, in any refund claim, litigation, or investigation relating to Taxes; provided, however, that if, in any audit of any Tax Return by a Governmental Entity, the fair market values of the Transferred Assets are finally determined to be different from the values used in determining the allocation shown on the Forms 8594, and all Federalas adjusted, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in Parties may (but shall not be obligated to) take a manner position or action consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising fair market values as finally determined in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationsuch audit.

Allocation of Purchase Price. The Purchase Price shall be allocated among Sellers in the manner set forth in Section 2.8 of the Seller Disclosure Letter. Additionally, Sellers and Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of agree that the Purchase Price shall be further allocated among the Shares and among the Telair U.S. Assets sold by Sellers and Sellers’ covenant not to compete described in Section 5.11 on the basis of an allocation (the “Allocation”) prepared substantially consistent with Section 2.8 of the Seller Disclosure Letter, except for any such other consideration paid to Seller pursuant to changes that are required by changes in the Business or the Telair U.S. Assets occurring between the date of this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation")Closing. The Allocation shall be consistent with Section 1060 prepared by Buyer for the review and approval of Sellers, which shall not be unreasonably withheld or denied, within 20 Business Days after the date on which the Final Closing Statement is determined. If within 30 days after delivery of the Code Allocation, Sellers notify Buyer in writing that Sellers object to the allocation set forth in the Allocation, Buyer and Sellers shall use commercially reasonable efforts to resolve such dispute within 20 days thereafter. In the Treasury Regulations thereunderevent that Buyer and Sellers are unable to resolve such dispute within such 20 days, Buyer and Sellers shall, within 10 days after such 20-day period, submit such disputed items to the CPA Firm for resolution under the procedures set forth in Section 2.6(c). Seller hereby agrees Buyer and Sellers shall make available to accept Buyer's the CPA Firm, in connection with the foregoing, all relevant work papers relating to the Allocation unless Seller determines that such calculation. The final version of the Allocation was not prepared as determined in accordance with the foregoing shall become part of this Agreement for all purposes. Sellers and Buyer agree to report, pursuant to Section 1060 of the Code and the regulations promulgated thereunder or any other similar provision under Law, as and when required, the Allocation of the Purchase Price, as adjusted, among the Shares, the Telair U.S. Assets and Sellers’ covenant not to compete described in Section 5.11 in a manner entirely consistent with such Allocation in the preparation and filing of all Tax Returns ("Applicable Law"including IRS Form 8594). If Seller so determinesNeither Buyer nor Sellers shall take any position (whether in audits, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance or otherwise) that is inconsistent with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance unless required to complete Form 8594, do so by Law or compute Taxes arising in connection with (or otherwise affected by) by a final determination by the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationapplicable Governmental Authority.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final a) Schedule 2.8 sets forth an allocation of the Purchase Price and additional consideration described Assumed Liabilities (to the extent included in “amount realized” for U.S. federal income Tax purposes) by asset category. Unless otherwise required by Applicable Law, the preceding clauseparties shall report, act and file any Tax Returns relating to Transfer Taxes consistent with Schedule 2.8 and none of the post-closing adjustment pursuant parties shall take any Tax position (whether in audits, Tax Returns or otherwise) that is inconsistent with Schedule 2.8 unless required to Section 3.02do so by Applicable Law. At Closing, Schedule 2.8 shall be adjusted, dollar for dollar, to reflect any inventory and accounts receivables included in Estimated Closing Date Net Working Capital. (b) Within 90 (ninety) days following Closing, Purchaser shall prepare and deliver to Seller, for its review, a schedule allocating the Purchase Price and Assumed Liabilities (to the extent included in “amount realized” for U.S. federal income Tax purposes) among the Auctioned Purchased Assets (the "Allocation"). The Allocation shall be consistent in accordance with Section 1060 of the Code and the Treasury Regulations thereundertreasury regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”). Seller hereby agrees shall have the right, for thirty (30) days after such delivery, to accept Buyer's Allocation unless Seller determines that review and provide reasonable written comments to such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law")draft Allocation. If Seller so determinesdoes not object to such draft Allocation within such thirty (30) day period, the draft Allocation shall be final and binding on the parties. If Seller does object to the draft Allocation within such period, Purchaser and Seller shall within 20 Business Days seek in good faith for thirty (30) days thereafter propose to resolve any changes necessary disagreements between them with respect to cause the Allocation draft Allocation. If prior to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery the end of such proposed changesthirty (30) day period, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer Purchaser and Seller are unable to resolve so agree on the Allocation, then the draft Allocation shall not be binding on the parties. In such event, the Purchaser and the Seller Parent shall submit the disputed items to the Designated Accounting Firm for resolution in accordance with the principles of Section 2.5(c). The draft Allocation, as amended to reflect any agreement among the Purchaser and the Seller and the resolution of any disputed objections within 10 Business Days thereafteritems by the Designated Accounting Firm, such objections shall be referred to herein as the Accountants“Final Allocation.” If the Final Allocation would not be consistent with Schedule 2.8 as a result of an adjustment made pursuant to Section 2.5 or otherwise under the terms of this Agreement, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants Schedule 2.8 shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto adjusted accordingly, dollar for all purposesdollar, and the Allocation parties shall cooperate in amending any Tax Return that was made in reliance on the original Schedule 2.8. If any Transfer Taxes are due or Tax refunds denied as a result of such adjustment, they shall be so adjusted apportioned in the manner provided in Section 2.9. (c) The parties and each of their respective Affiliates shall report the transactions consummated pursuant to this Agreement in a manner consistent with such Final Allocation, including the adjustment, if any, on all Tax Returns (including IRS Form 8594). If the parties agree to a final Allocation, each party agrees that it shall (i) be referred bound by such Final Allocation for the purposes of determining any Taxes, (ii) report for Tax purposes the transactions consummated pursuant to as the "this Agreement in a manner consistent with such Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign (iii) not take a position for Tax Returns, in accordance purposes that is inconsistent with such Final Allocation on any applicable Tax Return or in any proceeding before any Tax authority, except as otherwise provided by Applicable Law. In the event that the Allocation is disputed by any Tax authority, the party receiving notice of such dispute shall promptly notify the other party and the parties shall consult in good faith how to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes resolve such dispute in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

Allocation of Purchase Price. Buyer The Purchase Price shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Purchased Assets of in a written allocation schedule (the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, “Allocation Schedule”) as soon as practicable following possible after the Closing (but in any event within 10 Business Days following by the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared ’s Accountants in accordance with Section 1060 of the Code applicable law and the regulations thereunder ("Applicable Law")including, without limitation, those laws, regulations and accounting standards applicable to public companies) and presented in writing to Seller. If Seller so determinesnotifies Buyer in writing within ten (10) Business Days of receipt of the Allocation Schedule that Seller objects in good faith to one or more items reflected in the Allocation Schedule, Seller and Buyer shall within 20 Business Days thereafter propose any changes necessary negotiate in good faith to cause resolve such dispute; provided, however, that if Seller does not notify Buyer in writing of a bona fide objection to the Allocation to Schedule within that period, the Allocation Schedule shall be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesdeemed accepted by Seller for all purposes; and provided further, that if Seller and Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections dispute with respect to the Allocation Schedule within 10 seven (7) Business Days thereafterfollowing Buyer’s receipt of Seller’s bona fide objection, such objections dispute shall be referred to resolved by the Accountants, Independent Accountant whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants decisions shall be instructed to deliver to Seller final and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation")binding. The fees and disbursements expenses of the Accountants attributable Independent Accountant to resolve such dispute shall be borne by Seller, except that if the Allocation shall be shared equally Schedule proposed by Buyer’s Accountants is modified by the Independent Accountant as a result of the Seller’s objection, then the Independent Accountant may also suggest a fairer allocation of its fees and expense to reach such resolution between Buyer and Seller. Each of , and Buyer and Seller agrees to timely shall each pay their share thereof as so allocated by the Independent Accountant. Buyer and Seller shall file Internal Revenue Service Form 8594, all Tax Returns (including amended returns and all Federal, state, local claims for refund) and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes information reports in a manner consistent with the Final AllocationAllocation Schedule (as it may be adjusted pursuant hereto). Each of Buyer and Seller agrees Any adjustments to promptly provide the other party Purchase Price pursuant to Section 1.5(e) herein shall be allocated in a manner consistent with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with the Allocation Schedule (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationas it may be adjusted pursuant hereto).

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days Within 30 days following the final determination of the Adjustment Amount)Purchase Price pursuant to Section 1.5, Buyer shall prepare and deliver to Seller a final allocation schedule (the “Allocation Schedule”) allocating the Purchase Price (including any Liabilities of the Company and other items properly taken into account as part of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, for U.S. federal income tax purposes) among the Auctioned Assets (assets of the "Allocation")Company. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If Seller does not notify Buyer in writing within 20 days following Seller’s receipt of the Allocation Schedule that Seller objects to the Allocation Schedule, the Allocation Schedule shall be final and binding upon the parties to this Agreement. If within such 20 day period Seller so notifies Buyer (“Seller’s Objection Notice”), Seller and ▇▇▇▇▇ shall negotiate in good faith to resolve the disputed matters. Any matters not so resolved within 20 days following delivery of Seller’s Objection Notice shall be referred to the Neutral Accounting Firm for resolution (which resolution shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements expenses of the Accountants attributable Neutral Accounting Firm shall be allocated between Buyer and Seller (as determined by the Neutral Accounting Firm) so that Seller’s share of such fees and expenses shall be equal to the Allocation product of (i) the aggregate amount of such fees and expenses, and (ii) a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Seller in Seller’s Objection Notice (as determined by the Neutral Accounting Firm) and the denominator of which is the total amount in dispute submitted to arbitration. The balance of such fees and expenses shall be shared equally paid by Buyer and SellerBuyer. Each The Allocation Schedule (as revised to reflect the resolution of any disputed matters by mutual agreement of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594or by the Neutral Accounting Firm, as applicable) shall be final and binding upon Buyer, Seller and their respective Affiliates, and Buyer, Seller and their respective Affiliates shall (a) file all Federal, state, local and foreign Tax Returns, in accordance Returns consistent with such Final Allocation Schedule and to report (b) take no position inconsistent with such Allocation Schedule in any Tax audit, assessment or proceeding; provided, that (i) Buyer, Seller and their respective Affiliates may settle any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the transactions contemplated by this Agreement for Federal Income Tax Allocation Schedule, and all other tax purposes in a manner consistent with the Final Allocation. Each (ii) none of Buyer and Buyer, Seller agrees to promptly provide the other party with any additional information and reasonable assistance or their respective Affiliates shall be required to complete Form 8594, litigate before any court any proposed deficiency or compute Taxes adjustment by any Governmental Entity arising in connection with (or otherwise affected by) out of the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationAllocation Schedule.

Allocation of Purchase Price. Buyer shall deliver to Seller at Within 120 days of the Closing Date, Purchaser will provide Sellers with a preliminary allocation schedule (the “Allocation Schedule”) allocating the Purchase Price (as determined under the Code) among the Auctioned Assets assets of the Company existing on the Closing Date in accordance with a third party appraisal and Section 1060 of the Code. If Sellers fail to object to the Allocation Schedule within 15 days of Sellers’ receipt of the Allocation Schedule, then Purchaser and Equityholders agree to allocate the Purchase Price (as determined under the Code) among the assets as set forth on the Allocation Schedule. If Sellers object in writing to the Allocation Schedule within 15 days of Sellers’ receipt of the Allocation Schedule, then the parties will attempt to agree on the allocation of the Purchase Price among the assets. If Purchaser and among such other consideration paid Sellers fail to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for agree on the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following allocation of the Closing (but in any event Purchase Price within 10 Business Days days of Purchaser’s receipt of Sellers’ written objection(s), at any time following 10 days of Purchaser’s receipt of Sellers’ written objection to the final Allocation Schedule, either party may engage the Independent Accountants to finalize the allocation of the Purchase Price among the assets. Once engaged, the determination of the Adjustment Amount), Buyer shall prepare Independent Accountants of the allocation of the Purchase Price among the assets will be binding on the parties. The fees and deliver expenses of the Independent Accountants will be borne equally by Purchaser and Seller. With respect to Seller a the final allocation of the Purchase Price determined in accordance with this Section 2.7, Purchaser and additional consideration described Seller each agree (i) to prepare and file an IRS Form 8594 in a timely fashion in accordance with the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with rules under Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines (ii) that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to allocation will be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer binding on Purchaser and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred for all Tax reporting purposes. Any adjustments to the Accountants, whose review Purchase Price pursuant to this Agreement will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable allocated to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report assets for which the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationPurchase Price is adjusted.

Allocation of Purchase Price. Buyer On or before a date that is five (5) Business Days after the date hereof, Purchaser shall deliver to Seller at Closing Sellers a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final proposed allocation of the unadjusted Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not Assets, prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, and the regulations Treasury Regulations promulgated thereunder ("Applicable Law"and any similar provision of state or local law, as appropriate). Thereafter, prior to the Closing, the Parties shall reasonably cooperate to agree upon the final schedule setting forth such allocation (as finalized, the “Allocation Schedule”). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer Purchaser and Seller Sellers are unable to resolve any disputed objections within 10 Business Days thereafterdispute as to the Allocation Schedule, such objections dispute shall be referred resolved promptly in the manner provided for disputes as to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"Purchase Price adjustments under Section 12.3(c). The fees and disbursements “Allocated Value” for any Asset equals the portion of the Accountants attributable unadjusted Purchase Price allocated to such Asset on the Allocation Schedule, as adjusted in the manner contemplated in Section 12.2. Any adjustments to the Allocation Purchase Price allocable to the Assets other than the adjustments provided for in Sections 5.5, 5.6 and 5.7 shall be shared equally applied on a pro-rata basis to the amounts set forth on the Allocation Schedule for all Assets. After all such adjustments are made, any adjustments to the Purchase Price pursuant to Sections 5.5, 5.6 and 5.7 shall be applied to the amounts set forth in the Allocation Schedule for the particular affected Assets. The Parties have accepted such Allocated Values (as adjusted in the manner contemplated above in this Section 3.2) for purposes of this Agreement and the transactions contemplated hereby, but otherwise make no representation or warranty as to the accuracy of such values. Sellers and Purchaser agree (a) that the Allocated Values shall be used by Buyer the Sellers and Seller. Each Purchaser as the basis for reporting asset values and other items for purposes of Buyer all federal, state, and Seller agrees to timely file local tax returns, including without limitation Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent (b) that neither they nor their Affiliates will take positions inconsistent with the Final Allocation. Each of Buyer and Seller agrees Allocated Values in notices to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, government authorities or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding proceedings with respect to taxes. Sellers and Purchaser further agree that the Final Allocationportion of Allocated Values included in the Allocation Schedule attributable to tangible personal property shall equal the fair value of such property on the Closing Date.

Allocation of Purchase Price. Buyer (a) The purchase price for U.S. federal income tax purposes shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Assets parcels of the Purchase Price and among such other consideration paid Owned Real Property purchased by the Buyers as set forth on Schedule 2 attached hereto (and, with respect to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis the purchase price allocations for the Auctioned Assets Unallocated Parcels set forth on Schedule 2, as such schedule is updated in accordance with Section 1.7(c) below) in accordance with Law, including applicable Treasury Regulations. The purchase price for Federal U.S. federal income tax purposes, purposes for the Owned Real Property of each individual Seller set forth on Schedule 2 (and, with respect to the purchase price allocations for the Unallocated Parcels set forth on Schedule 2, as soon such schedule is updated in accordance with Section 1.7(c) below) shall be referred to herein as practicable following the Closing “Individual Purchase Price” for the Owned Real Property of such individual Seller. (but b) No portion of the purchase price for U.S. federal income tax purposes shall be allocated to any of the MPT Real Property, the Acquired Assets or Excluded Assets, in any event within 10 Business Days following the each case except upon a contrary final determination of an applicable Taxing authority. (c) Notwithstanding anything to the Adjustment Amount)contrary in this Agreement, Buyer the IASIS Parties shall, following the Effective Date, in reasonable consultation with the MPT Parties, allocate the amount set forth under the heading “Unallocated Purchase Price” for the Unallocated Parcels set forth on Schedule 2 among the Sellers that own such Unallocated Parcels based on a reasonable, good faith allocation method determined by the IASIS Parties, which reasonable allocation method may include, but shall prepare and deliver not be limited to, taking into account factors such as the book value, tax basis or real property tax assessment basis of such Owned Real Property, third party appraisals, or other reasonable methodology determined by the IASIS Parties. Once such allocations are made, the Parties shall update Schedule 2 to Seller a final allocation reflect the Individual Purchase Prices for each of the Purchase Price Unallocated Parcels and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets such updated Schedule 2 shall thereafter apply for all purposes of this Agreement. (the "Allocation"). d) The Allocation foregoing allocations shall be binding on the Parties for all purposes. Each party agrees to report to all appropriate Governmental Bodies any attendant gain or other Tax item consistent with such allocation. Without limiting the generality of the foregoing, such allocations shall be binding on the Parties for purposes of Section 1060 of the Code and for all federal, state and local income tax and accounting purposes. The Parties agree to use, and to not take any position which is inconsistent with, such allocation in the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code preparation and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement filing of any objections tax return, report, or information return or statement related to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted Taxes (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594), and all Federal, state, local and foreign Tax Returnsaccounting or regulatory requirements, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party any communication with any additional information and reasonable assistance required to complete Form 8594Tax authority, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and any tax proceeding, in each shall timely provide the other Party with reasonable assistance in the event case except upon a contrary final determination of an examination, audit or other proceeding regarding the Final Allocationapplicable Taxing authority.

Allocation of Purchase Price. Buyer (a) CEOC and Growth Partners agree that the transactions contemplated by this Agreement shall deliver be treated for federal and applicable state and local income or franchise Tax purposes as an acquisition of (i) the Management Fee Stream, (ii) the Purchased Intellectual Property, (iii) a prepaid license with respect to Seller at Closing a preliminary allocation among the Auctioned Assets Customer Related Intangible Rights, (iv) the Managed Facility Guest Data, as described in the Property Management Agreement Term Sheet and pursuant to the terms of the Purchase Price Property Management Agreements, and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination v) all of the Adjustment Amountassets of each Purchased Entity and those Subsidiaries of the Purchased Entities classified as disregarded entities for U.S. federal income Tax purposes (clauses (i) through (v), Buyer collectively, the “Deemed Purchased Assets”). (b) No more than sixty (60) days after the Determination Date, Growth Partners shall prepare and deliver to Seller CEOC a final written statement setting forth the allocation of the Purchase Price and (as determined for federal income Tax purposes, taking into account any additional consideration described in the preceding clause, and the post-closing adjustment amounts payable pursuant to Section 3.02, 3.4 and any assumed Liabilities that are required to be treated as part of the Purchase Price for federal income Tax purposes) among the Auctioned Deemed Purchased Assets (the "Allocation"). The Allocation shall and any other assets that are considered to be consistent acquired for federal income Tax purposes) in accordance with Section 1060 of the Code and the Treasury Regulations thereunderthereunder (the “Purchase Price Allocation”). Seller hereby agrees The Caesars Parties shall deliver to accept Buyer's Growth Partners any documentation reasonably requested by Growth Partners in connection with the preparation of the Purchase Price Allocation. Growth Partners and CEOC shall endeavor in good faith to agree on the Purchase Price Allocation. If Growth Partners and CEOC have not agreed on the Purchase Price Allocation unless Seller determines that such Allocation was not prepared within ninety (90) days following the Determination Date, then any disputed matter(s) will be finally and conclusively resolved by an independent accounting firm of recognized national standing reasonably acceptable to Growth Partners and CEOC with no existing relationship with any of the Parties (the “Auditor”) in accordance with Section 1060 this Agreement, as promptly as practicable, and such resolution(s) will be reflected in the Purchase Price Allocation, provided that the resolution for each disputed item contained in the Auditor’s determination shall be made subject to the definitions and principles set forth in this Agreement, and shall be limited to a determination on whether the position of the Code CEOC or Growth Partners is more nearly consistent and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Lawthe terms of this Agreement. Within 10 Business Days following delivery of Growth Partners and CEOC shall each use its reasonable best efforts to furnish to the Auditor such proposed changes, Buyer work papers and other documents and information pertaining to each disputed item as the Auditor may request. CEOC and Growth Partners shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation bear their own expenses in the preparation and review of the reasons therefor. If Buyer Purchase Price Allocation, except that the fees and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections expenses of the Auditor shall be referred to paid one-half by Growth Partners and one-half by CEOC. Growth Partners and CEOC shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposesPurchase Price Allocation, and shall not take any position inconsistent with the Purchase Price Allocation prior to a Final Determination; provided that the Purchase Price Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by any other amounts paid under this Agreement following the Determination Date that affect the Purchase Price for Federal Income federal income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationpurpose.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 a) Within thirty (30) Business Days following after the final determination of the Adjustment Amount)Net Working Capital Difference and the CapEx Difference as of the Closing, Buyer shall prepare and deliver provide to Seller a final Sellers Buyer’s proposal for an allocation of the Purchase Price among the Acquired Companies and additional consideration the Purchased Assets, grouped by the asset classes referred to in Treasury Regulation Section 1.1060-1(c) (the “Purchase Price Allocation Schedule”). Within thirty (30) Business Days after their receipt of Buyer’s proposed Purchase Price Allocation Schedule, Sellers shall propose to Buyer any changes thereto or otherwise shall be deemed to have agreed thereto. In the event that Sellers propose changes to Buyer’s proposed Purchase Price Allocation Schedule within the thirty (30) Business Day period described above, Sellers and Buyer shall cooperate in good faith to mutually agree upon a Purchase Price Allocation Schedule as soon as practicable. If Sellers and Buyer are unable to reach a resolution within a period of twenty (20) Business Days following receipt of Sellers’ changes, then only the preceding clauseremaining disputed items shall be submitted for resolution by a nationally-recognized public accounting firm that is independent with respect to each of the Parties (within the meaning of Rule 2-01 under Securities and Exchange Commission Regulation S-X) or, if that firm declines to act as provided in this Section 2.7(a), another firm of independent public accountants mutually acceptable to Buyer and Sellers, which firm shall make a final determination as to the disputed items within thirty (30) Business Days after such submission, and such determination, together with the post-closing adjustment undisputed items, shall be final, binding and conclusive on Sellers and Buyer. The fees and disbursements of such accounting firm shall be shared equally between Sellers, on the one hand, and Buyer, on the other hand. (b) Sellers and Buyer each shall prepare an IRS Form 8594, “Asset Acquisition Statement Under Section 1060,” consistent with the Purchase Price Allocation Schedule mutually agreed upon pursuant to Section 3.022.7(a), among which the Auctioned Assets (Parties shall use to report the "Allocation")transactions contemplated by this Agreement to the applicable Taxing Authorities. Each Seller and Buyer shall provide the other promptly with any other information required to complete Form 8594. The Purchase Price Allocation Schedule shall be consistent revised to take into account subsequent adjustments to the Purchase Price, including any indemnification payments (which shall be treated for Tax purposes as adjustments to the Purchase Price), in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for For all Tax purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report Parties agree that the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes shall be reported in a manner consistent with the Final Allocation. Each terms of Buyer this Agreement, including the Purchase Price Allocation Schedule, and Seller agrees to promptly provide none of the other party with Parties shall take any additional information and reasonable assistance position inconsistent therewith on any Tax return, refund claim, litigation or otherwise, unless required to complete Form 8594, do so by Law or compute Taxes arising in connection with (or otherwise affected bya “determination” within the meaning of Section 1313(a)(1) of the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationCode.

Allocation of Purchase Price. Buyer On or before a date that is five (5) Business Days after the date hereof, Purchaser shall deliver to Seller at Closing Sellers a preliminary proposed allocation of the unadjusted Purchase Price among the Auctioned Assets Assets. Thereafter, prior to the Closing, the Parties shall reasonably cooperate to agree upon the final schedule setting forth such allocation (as finalized, the “Allocation Schedule”). The “Allocated Value” for any Asset equals the portion of the unadjusted Purchase Price allocated to such Asset on the Allocation Schedule, as adjusted in the manner contemplated in Section 12.2. Any adjustments to the Purchase Price allocable to the Assets other than the adjustments provided for in Sections 5.5, 5.6 and among 5.7 shall be applied on a pro-rata basis to the amounts set forth on the Allocation Schedule for all Assets. After all such other consideration paid adjustments are made, any adjustments to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price pursuant to Sections 5.5, 5.6 and additional consideration described 5.7 shall be applied to the amounts set forth in the preceding clauseAllocation Schedule for the particular affected Assets. The Parties have accepted such Allocated Values (as adjusted in the manner contemplated above in this Section 3.2) for purposes of this Agreement and the transactions contemplated hereby, but otherwise make no representation or warranty as to the accuracy of such values. Sellers and Purchaser agree (a) that the Allocated Values shall be used by the Sellers and Purchaser as the basis for reporting asset values and other items for purposes of all federal, state, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocationlocal Tax Returns, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file without limitation Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent (b) that neither they nor their Affiliates will take positions inconsistent with the Final Allocation. Each of Buyer and Seller agrees Allocated Values in notices to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, government authorities or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding proceedings with respect to Taxes. Sellers and Purchaser further agree that the Final Allocationportion of Allocated Values included in the Allocation Schedule attributable to tangible personal property shall equal the fair value of such property on the Closing Date.

Allocation of Purchase Price. The Buyer and the Seller shall deliver ---------------------------- use their good faith best efforts to Seller at Closing a preliminary agree upon an allocation among the Auctioned Acquired Assets of the sum of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be Assumed Liabilities consistent with Section 1060 of the Code and the Treasury Regulations thereunderthereunder within 120 days of the Effective Date (or such later date as the Parties may mutually agree) but in no event fewer than 30 days prior to the Closing. Because the assets of the Decommissioning Trust and the Provisional Trust (if any) are exclusively and unalterably dedicated to secure the liability for decommissioning Pilgrim when its license expires, the Parties intend and expect that the Buyer's assumption of the Pilgrim decommissioning liabilities pursuant to Section 2.3(e) will constitute purchase price paid for Seller's right, title and interest in the Decommissioning Trust and the Provisional Trust, and concomitantly intend that purchase price represented by such assumed liabilities will be 015 allocated between the Decommissioning Trust and the Provisional Trust in proportion to their respective fair market values as of the Closing Date. The Buyer and the Seller hereby agrees may jointly agree to obtain the services of an independent engineer or appraiser (the "Independent Appraiser") to assist the Parties in determining the fair value of the Acquired Assets solely for purposes of such allocation under this Section 2.7. If such an appraisal is made, both the Buyer and the Seller agree to accept Buyerthe Independent Appraiser's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation fair value of such disputed items within 20 Business Daysthe Acquired Assets. Such determination The cost of the appraisal shall be conclusive and binding upon borne equally by the parties hereto for all purposes, Buyer and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of the Buyer and the Seller agrees to timely file Internal Revenue Service Form 8594, 8594 and all Federalfederal, state, local and foreign Tax Returns, Returns in accordance with such Final Allocation agreed allocation. Except to the extent required to comply with audit determinations by a taxing authority with jurisdiction over either party, both the Buyer and to the Seller shall report the transactions contemplated by this Agreement and the Related Agreements for Federal federal Income Tax and all other tax Tax purposes in a manner consistent with the Final Allocationallocation determined pursuant to this Section 2.7. Each of the Buyer and the Seller agrees to promptly provide the other party promptly with any additional other information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of the Buyer and the Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationagreed upon allocation of the Purchase Price.

Allocation of Purchase Price. Buyer (a) The Purchase Price shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Assets based on their relative fair market value in accordance with Section 351 of the Purchase Price Code and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Revenue Ruling 68-55. Buyer shall prepare and deliver to Seller a final such an allocation of the Purchase Price and additional consideration described in deliver such allocation to Sellers not later than 3 days before the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets scheduled Closing Date (the "Pre-closing Allocation"). The Pre-closing Allocation shall be consistent binding and conclusive (with such changes as may be necessary to reflect changes in current assets between the date of the financial statements on which the Pre-closing Allocation was based and the Closing Date (the "Interim Changes")) provided that there is a reasonable basis for such allocation under Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees Buyer shall deliver to accept Sellers within 45 days after the Closing Date a final allocation of the Purchase Price, which shall reflect the Pre-closing Allocation revised to include the Interim Changes. If Sellers object to Buyer's Allocation unless proposed allocation, Buyer and Sellers shall use their reasonable best efforts to resolve their differences within 5 days of Buyer's delivery of its proposed allocation with Interim Changes and any resolution reached during such period shall thereafter be binding and conclusive. In the absence of any such resolution, Buyer and Sellers shall immediately select by mutual agreement an independent appraiser (which selection shall be by lot among the "Big 6" accounting firms that audit neither Buyer nor any Seller determines that if Buyer and Sellers are unable to agree within such Allocation was not time), which appraiser shall select as most reasonable either the allocation prepared by Buyer or the allocation prepared by Sellers (in each case as revised to reflect the Interim Changes and in each case as Buyer or Sellers, as the case may be, had agreed to modify such allocation during the 5-day resolution period referred to above). The allocation selected by Buyer, if Sellers raise no objection in accordance with this Section 1060 of the Code and the regulations thereunder 1.8(a), or by such appraiser ("Applicable Law"). If Seller so determinesin either case, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The ) shall be binding and conclusive and the fees and disbursements expenses of the Accountants attributable to the Allocation such appraiser (if any) shall be shared equally paid by the party whose allocation was not selected. Neither Buyer and Seller. Each of Buyer and nor any Seller agrees to timely shall file Internal Revenue Service Form 8594any tax return, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent or form inconsistent with the Final Allocation. Each . (b) The payments of cash to be made by Buyer to Balfour and Seller agrees T&C pursuant to promptly provide this Article I on account of the other party Balfour Assets and the T&C Assets, respectively, shall be allocated between Sellers in accordance with any additional information and reasonable assistance required written instructions of T&C, which instructions shall be delivered to complete Form 8594Buyer no less than 2 business days before such payment is scheduled to be made; provided, or compute Taxes arising in connection that no such allocation shall conflict with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationAllocation set forth on Exhibit A hereto.

Allocation of Purchase Price. Buyer shall As soon as practicable after the Closing, but in no event later than 120 days after the Closing Date, Holdco will deliver to Seller at Closing a preliminary written estimate of the allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller as adjusted pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets Section 3.04, plus any liabilities assumed for Federal income tax purposes, andamong the Acquired Assets, as soon as practicable following such Acquired Assets existed immediately prior to the Closing Date consistent with the principles of Code Section 1060. Seller shall notify Holdco in writing within thirty (but in any event within 10 Business Days following the final determination 30) days after receiving Holdco's estimate of the Adjustment Amount), Buyer shall prepare and deliver to allocation if Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent disagrees with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept BuyerHoldco's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law")allocation. If Seller so determinesdoes not deliver written notice of objection to Holdco within such thirty (30) day period, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections then Holdco's estimate shall be referred deemed to the Accountantshave been accepted by Seller, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive become final and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). During the thirty (30) days immediately following the delivery of notice of objection, Seller and Holdco shall use reasonable good faith efforts to agree on the Final Allocation among the Acquired Assets pursuant to the principles of Code Section 1060. If the Purchase Price is adjusted pursuant to Section 3.04 or Section 11.04 hereof, such adjustment shall be reflected in the Final Allocation hereunder in a manner consistent with Code Section 1060. If at the end of such thirty (30) day period the parties fail to reach agreement on the Final Allocation among the Acquired Assets, then the parties shall engage an appraisal firm to determine such Final Allocation (which determination shall be binding on the parties hereto). During the review by the appraisal firm, Holdco and Seller will each make available to the appraisal firm such individuals and such information, books and records as may be reasonably required by the appraisal firm to determine the Final Allocation. The fees and disbursements of the Accountants attributable to the Allocation any appraisal firm shall be shared equally by Buyer between Holdco and Seller. Each of Buyer Holdco and Seller agrees to shall prepare and timely file IRS Forms 8594 and any other similar forms required to be filed by any other taxing Governmental Authority employing the Final Allocation to report the Transactions to the Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes taxing Governmental Authorities. Neither Seller nor Holdco shall take a position in a manner consistent any return, Tax proceeding, Tax audit or otherwise inconsistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance , unless a contrary treatment is required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationby law.

Allocation of Purchase Price. Buyer (a) At least ten (10) Business Days prior to the anticipated Closing Date, Purchaser shall provide Seller an allocation of the amounts required to be paid by Purchaser pursuant to Section 2.9(a) among the Seller and each Subsidiary transferring assets hereunder (the “Closing Payment Allocation Schedule”). In the event the Seller notifies Purchaser that it disagrees with the Closing Payment Allocation Schedule delivered by Purchaser within three (3) days of delivery of the Closing Payment Allocation Schedule by Purchaser, Purchaser and the Seller shall negotiate in good faith to resolve such disputed items as promptly as practicable; provided that, if the Seller does not deliver a notice of disagreement to Purchaser within three (3) days of delivery of the Closing Payment Allocation Schedule by Purchaser, the Closing Payment Allocation Schedule delivered by Purchaser shall be final. If Purchaser and the Seller are unable to reach agreement with respect to the Closing Payment Allocation Schedule within three (3) days after the delivery of the Closing Payment Allocation Schedule by Purchaser to the Seller, the parties shall submit the dispute to the Bankruptcy Court for final resolution. Within 90 days following the Closing, Purchaser shall deliver to the Seller at Closing a preliminary allocation schedule allocating the Purchase Price, the Assumed Liabilities, and all other amounts treated as consideration for U.S. federal income tax purposes (collectively, the “Tax Consideration”) among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Transferred Assets (the "Allocation"“Allocation Schedule”). The Allocation Schedule shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determinesreasonable, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law(and to the extent necessary to comply with) Section 1060 of the IRC Code and the applicable regulations promulgated thereunder and shall be consistent with the Closing Payment Allocation Schedule. Within 10 Business Days following In the event the Seller notifies Purchaser that it disagrees with the Allocation Schedule delivered by Purchaser within fifteen (15) days of delivery of the Allocation Schedule by Purchaser, Purchaser and the Seller shall negotiate in good faith to resolve such proposed changesdisputed items as promptly as practicable; provided that, Buyer shall provide if the Seller with does not deliver a statement notice of any objections disagreement to such proposed changes, together with a reasonably detailed explanation Purchaser within fifteen (15) days of delivery of the reasons thereforAllocation Schedule by Purchaser, the Allocation Schedule delivered by Purchaser shall be final. If Buyer Purchaser and the Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred reach agreement with respect to the Accountants, whose review will be limited to whether Buyer's Allocation Schedule within 30 days after the delivery of such disputed items regarding the Allocation was prepared in accordance with Applicable LawSchedule by Purchaser to the Seller, the parties shall submit the dispute to the Bankruptcy Court for final resolution. The Accountants shall be instructed to deliver to Seller and Buyer a written the Purchaser shall submit the relevant information, books and records, as applicable, and all other data necessary for, or requested by, the Bankruptcy Court to make its determination. The determination of the proper allocation Bankruptcy Court solely in respect of such the specifically disputed items within 20 Business Days. Such determination shall be conclusive final and binding upon the parties hereto for all purposesparties, and the Allocation Schedule shall be so revised solely to reflect such determinations, and thereafter such revised Allocation Schedule shall be deemed agreed to by the parties. The parties shall be bound by the agreed (or deemed agreed) Allocation Schedule (as adjusted pursuant to the prior sentence), and the parties shall, and shall cause their respective Affiliates to, report, act and file all Tax Returns in all respects and for all purposes consistent with such allocation. (b) Purchaser and the Allocation, including the adjustment, if any, Seller shall (i) timely file all Tax Returns required to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to filed in connection with the Allocation shall be shared equally by Buyer Schedule, (ii) prepare and Seller. Each of Buyer file all Tax Returns and Seller agrees to timely file Internal Revenue Service Form 8594, and determine all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Taxes in a manner consistent with the Final AllocationAllocation Schedule, and (iii) not, and shall not allow their respective Affiliates to, take any actions inconsistent with the Allocation Schedule, except in each case as may be required by a change in applicable Law or pursuant to the good faith resolution of a tax dispute and except as may be necessary to reflect adjustments to the Allocation Schedule resulting from post-Closing payments or events as mutually agreed between Purchaser and Seller. Each of Buyer Purchaser, on the one hand, and Seller agrees to promptly provide the Seller, on the other party with any additional information and reasonable assistance required to complete Form 8594hand, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationif it receives notice that any Governmental Authority proposes any allocation different from Allocation Schedule.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the The Base Purchase Price and the Assumed Liabilities shall be allocated among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Target Shares and the Purchased Assets for Federal income tax purposes, and, as set forth on Schedule 2.7 (the “Initial Allocation”). As soon as practicable following after the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Closing Working Capital, Buyer Closing Business Debt, Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds and Other DBFO Proceeds, Parent and Purchaser shall prepare and deliver adjust the Initial Allocation to Seller reflect these items on a final allocation of the Purchase Price and additional consideration described in the preceding clausegross basis (as adjusted, and including any subsequent adjustments to the post-closing adjustment pursuant to Section 3.02extent that indemnification payments are treated as purchase price adjustments, among the Auctioned Assets (the "“Final Allocation"”). The Allocation Final Allocation, to the extent applicable, shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code Code. Parent and Purchaser shall negotiate in good faith to resolve any disputes regarding the regulations thereunder ("Applicable Law")Final Allocation. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer Parent and Seller Purchaser are unable to resolve any disputed objections agree on the Final Allocation within 10 Business Days thereafter, such objections shall be referred to thirty (30) calendar days after the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation Closing Working Capital, Closing Business Debt, Change of such disputed items within 20 Business Days. Such determination Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds and Other DBFO Proceeds, the parties shall submit any dispute for resolution to the Accounting Firm, which shall be directed to, within thirty (30) calendar days after such submission, determine and report to the parties upon such remaining disputes with respect to the Final Allocation, and such report shall be final, binding and conclusive and binding upon on the parties hereto for all purposes, and the Allocation shall constitute an arbitral award upon which a judgment may be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation")entered in any court having jurisdiction thereof. The fees and disbursements of the Accountants attributable to the Allocation Accounting Firm shall be shared equally by Buyer Parent and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594Sellers, on the one hand, and all FederalPurchaser, state, local on the other hand. The Final Allocation shall be binding on the parties hereto and foreign Tax Returns, in accordance none of the parties shall take any position inconsistent with such Final Allocation and to report the transactions contemplated by this Agreement allocation for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationpurposes.

Allocation of Purchase Price. Buyer shall deliver Subject to Seller at any alternative arrangements the Parties may by mutual agreement adopt prior to the Closing, during the Pre-Closing a preliminary allocation among Period and after the Auctioned Assets Closing, as necessary, the Parties will work cooperatively to select and to jointly engage the Qualified Appraiser and will work together cooperatively to direct the Qualified Appraiser in obtaining valuations of the Purchase Price Brand, the Business and among such the other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for Purchased Assets, together with the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but assets purchased in any event within 10 Business Days following the final determination related transactions for purposes of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code Code, if any. Upon completion of such valuation, the Qualified Appraiser shall deliver to each of the Parties (a) a copy of their appraisal report (the “Appraisal Report”), and (b) a schedule allocating the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not Purchase Price (including any Assumed Liabilities treated as consideration for the Purchased Assets for Tax purposes) based on the valuations of the Brand, the Business, the other Purchased Assets and any assets purchased in any related transactions (as set forth in the Appraisal Report) and prepared in accordance with Section 1060 of the Code and (the regulations thereunder ("Applicable Law"“Allocation Schedule”). If Seller so determines, Seller The Parties shall within 20 Business Days thereafter propose any changes necessary use commercially reasonable efforts to cause the Qualified Appraiser to deliver the Appraisal Report and the Allocation Schedule to the Parties within ninety (90) days after the Closing Date. The Allocation Schedule shall be prepared deemed final unless either Party notifies the other Party in accordance with Applicable Law. Within 10 Business Days following writing that such Party objects to one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to the Parties (the “Objection Period”). In the event of any such proposed changesobjection, Seller and Buyer shall provide negotiate in good faith to resolve such dispute; provided, however, that if Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If and Buyer and Seller are unable to resolve any disputed objections dispute with respect to the Allocation Schedule within 10 Business Days thereafterthirty (30) days of the end of the Objection Period (the “Allocation Negotiation Period”), such objections dispute shall be referred finally resolved by the Independent Accountant. The fees and expenses of the Qualified Appraiser and the Independent Accountant shall be borne equally by Seller and Buyer. Seller shall deliver to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was Buyer an IRS Form 8594 prepared in accordance with Applicable Law. The Accountants the Allocation Schedule within thirty (30) days of the end of the Objection Period or the Allocation Negotiation Period, as the case may be, which IRS Form 8594 shall be instructed subject to Buyer’s approval, not to be unreasonably withheld (and provided that Buyer shall have been deemed to have approved such IRS Form 8594 as prepared by Seller if Buyer fails to deliver a written objection thereto to Seller within thirty (30) days of receipt thereof). Seller and Buyer a written determination of the proper allocation of agree to file such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service IRS Form 8594, as prepared by Seller and approved (or deemed to have been approved) by Buyer, and to file all Federalfederal, state, local and foreign and/or foreign, as applicable, Tax Returns, Returns in accordance with the Allocation Schedule, provided that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Tax authority based upon or arising out of the Allocation Schedule, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax authority challenging such Final Allocation and to report Schedule. If any payment is treated as an adjustment of the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Purchase Price, the Allocation Schedule shall be adjusted in a manner consistent with the Final Allocationforegoing provisions of this Section 3.4. Each of If Seller or Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance is required to complete Form 8594file a Tax Return concerning the Allocation Schedule before the Independent Accountant has resolved any disputed items (taking into account valid extensions of time within which to file, or compute Taxes arising in connection which shall be sought to the extent necessary to permit the resolution of disputed items), such disputed items shall be reflected on such Tax Return based on the Allocation Schedule prepared by the Qualified Appraiser, and shall be amended if necessary to reflect the determination of the Independent Accountant with (or otherwise affected by) respect to the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationdisputed items.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among (a) Within sixty (60) days after the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Final Purchase Price pursuant to Section 1.6, Buyer shall prepare and deliver to Seller a final schedule setting forth an allocation of the Final Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, Assumed Liabilities among the Auctioned groups of Purchased Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the applicable regulations thereunder ("Applicable Law"such schedule, as may be revised pursuant to this Section 1.7(a), the “Purchase Price Allocation Schedule”). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections does not object to such proposed changesPurchase Price Allocation Schedule by written notice of objection (which shall describe in reasonable detail the nature of, together with a reasonably detailed explanation and grounds for, any such objection) delivered to Buyer within forty-five (45) days after Seller’s receipt of the reasons thereforPurchase Price Allocation Schedule, the allocations set forth in such Purchase Price Allocation Schedule shall be deemed final and binding. If Buyer and Seller are unable The parties shall negotiate to resolve any disputed objections dispute regarding said allocations and, if they do not resolve such dispute within 10 Business Days thereafterfifteen (15) days of Buyer’s receipt of the aforementioned notice from Seller, such objections the matter shall be referred to the AccountantsTax Accountant for its prompt determination regarding such allocations, whose review will be limited to whether Buyer's Allocation of such disputed items regarding consistent with the Allocation was prepared principles set forth in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller this Section 1.7(a), and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such its determination shall be conclusive final and binding upon on the parties hereto for all purposes, and parties. All expenses of the Allocation Tax Accountant shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared borne equally by Buyer and Seller. Each . (b) In the event that the Final Purchase Price is subsequently adjusted pursuant to the provisions of Buyer this Agreement, including Section 9.7, the Purchase Price Allocation Schedule shall be revised in order to reflect such adjustment pursuant to the procedures set forth in Section 1.7(a). (c) The parties shall each report the foreign, federal, state and Seller agrees to timely file local and other Tax consequences of the purchase and sale contemplated hereby (including the filing of Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes ) in a manner consistent with the Purchase Price Allocation Schedule as finally determined pursuant to this Section 1.7 and shall not take any inconsistent position with respect to the Purchase Price Allocation Schedule in any Tax Return unless otherwise required by applicable Law. (d) Buyer and Seller confirm that no portion of the Final AllocationPurchase Price allocated to the Purchased Assets is being paid or allocated to a “restrictive covenant,” as that term is defined for the purposes of Section 56.4 of the Income Tax Act (Canada) (the “Canada Tax Act”). Each If any portion of the Final Purchase Price allocated to the Purchased Assets is deemed by a Governmental Authority to be in respect of a “restrictive covenant,” then each of Buyer and Seller agrees agrees, or shall cause an Affiliate, as applicable, to promptly provide execute and file any joint elections under Section 56.4 of the Canada Tax Act as may be requested by the other party with in respect of any additional information and reasonable assistance required to complete Form 8594, “restrictive covenants” given under this Agreement or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunderby this Agreement. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of make, or cause an examinationAffiliate to make, audit or other proceeding regarding the Final Allocationas applicable, any similar provincial election.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), a) Buyer shall prepare (and deliver send to Seller Seller) a final proposed allocation of the Purchase Price and additional consideration described the Assumed Liabilities to the Sale Assets in accordance with the preceding clause, and guidelines set forth in Schedule 1.7 no later than forty-five (45) days after the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation")Determination Date. The Allocation parties acknowledge that such allocation shall be consistent with Section 1060 determined based on the fair market values of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared Sale Assets in accordance with Section 1060 of the Code and Code, or under Section 338 of the regulations thereunder ("Applicable Law"Code, in each case to the extent such Section applies to the Transaction. If Seller disagrees with Buyer's proposed allocation, the parties will negotiate in good faith in an attempt to resolve such disagreement. If the parties are unable to solve such disagreement, the parties agree to submit such dispute to Deloitte & Touche LLP pursuant to procedures similar to those set forth in Section 1.9(f). If Seller so determinesDeloitte & Touche LLP determines that Buyer's proposed allocation with respect to any disputed items reflects a reasonable estimate of the relative fair market values of the Sale Assets, Seller agrees to abide by such determination. If Deloitte & Touche LLP determines that Buyer's proposed allocation with respect to any disputed items does not reflect a reasonable estimate of the relative fair market values of the Sale Assets, Deloitte & Touche LLP shall within 20 Business Days thereafter propose determine the relative fair market values with respect to any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changesdisputed items, together with a reasonably detailed explanation of any appropriate corresponding allocation, provided that such determination must reflect the reasons therefor. If minimum allocations set forth on Schedule 1.7, and Buyer and Seller are unable agree to resolve any disputed objections within 10 Business Days thereafter, such objections abide by Deloitte & Touche LLP's determination of fair market value. The parties shall be referred report (including with respect to the Accountantsfiling of Form 8594 with the Internal Revenue Service, whose review will be limited to whether Buyer's Allocation of the extent such disputed items regarding Form is applicable hereto) the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller sale and Buyer a written determination purchase of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto Sale Assets for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other income tax purposes in a manner consistent with such agreed allocations and shall not, in connection with the Final Allocationfiling of applicable Tax Returns, make any allocation of the Purchase Price and Assumed Liabilities which is contrary to such agreed allocations. Each The parties agree to consult with one another with respect to any tax audit, controversy, or litigation relating to such allocations. (b) Buyer shall use reasonable efforts to prepare a tentative allocation of the Purchase Price and deliver such allocation to Seller, prior to Closing, provided that such tentative allocation shall be limited to the appropriate portions of the Purchase Price that are to be allocated to the following entities: BFGoodrich F.C.C., Inc., BFGoodrich Chemical Belgie BVBA, and BFGoodrich Chemical Spain S.A. Buyer and Seller agrees agree that such tentative allocations may be revised without prejudice when included in the allocation prepared pursuant to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected bya) the transactions contemplated hereunder. Each of above. (c) Buyer and Seller agree for all relevant tax purposes, to the extent (i) the Purchase Price is properly allocable under the provisions of paragraph (a) to Sale Assets that are not directly owned by Seller but are instead owned by an Asset Subsidiary or a Stock Selling Subsidiary, and (ii) the appropriate portion of the Purchase Price is paid to Seller in lieu of such Asset Subsidiary or Stock Subsidiary, that in such event the allocable portion of the Purchase Price received by Seller shall timely notify be held by Seller as collection agent for, and for the other Party benefit of, the appropriate Asset Subsidiary or Stock Selling Subsidiary, and each that such Subsidiary shall timely provide be deemed to possess the other Party with reasonable assistance beneficial ownership of such allocable portion of the Purchase Price. Buyer and Seller agree that they shall cooperate in the event preparation and execution of an examination, audit any documentation determined to be necessary or other proceeding regarding desirable in effectuating the Final Allocationintent of this provision to the extent Buyer and Seller mutually determine that such documentation is appropriate.

Allocation of Purchase Price. Buyer (a) Purchaser acknowledges that each of the Corporations is classified as an entity disregarded from its owner for United States federal tax purposes under Treasury Regulation Section 301.7701-3, and Purchaser shall deliver not take any action or permit its Affiliates, officers, directors, employees or agents, or those of the Corporations, to take any action inconsistent with that treatment for any period prior to the day following the Closing Date. Within 90 days after the Closing, Purchaser will provide to Seller at Closing a preliminary proposed allocation among of purchase price (which purchase price, for this purpose, will include all assumed liabilities) (the Auctioned Assets "Asset Acquisition Statement"). Within 15 days after the receipt of such Asset Acquisition Statement, Seller will propose to Purchaser in writing any changes to such Asset Acquisition Statement (and in the event no such changes are proposed in writing to Purchaser within such time period, the Seller will be deemed to have agreed to, and accepted, the Asset Acquisition Statement). Purchaser and Seller will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within 15 days after the Purchaser's receipt of written notice of changes from Seller. (b) Subject to the provisions of the Purchase Price and among such other consideration paid following sentence of this paragraph (b), the purchase price (together with any assumed liabilities) will be allocated in accordance with the Asset Acquisition Statement provided by Purchaser to Seller pursuant to this Agreement that is properly includible in Buyer's paragraph (a) above and Purchaser and Seller shall, subject to the requirements of any applicable tax basis for law or election, file all Tax Returns and reports consistent with the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described provided in the preceding clauseAsset Acquisition Statement, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that if such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law")statement is agreed upon. If Seller so determineswithholds its consent to the allocation reflected in the Asset Acquisitions Statement, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Purchaser and Seller are unable have acted in good faith to resolve any disputed objections within 10 Business Days thereafterdifferences with respect to items on the Asset Acquisition Statement and thereafter are unable resolve any differences that, such objections shall be referred in the aggregate, are material in relation to the Accountantspurchase price, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to then Seller and Buyer a written determination of Purchaser shall not be bound by the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationAsset Acquisition Statement.

Allocation of Purchase Price. (a) At least thirty (30) days prior to the Closing, the Seller shall provide to the Buyer shall deliver to Seller at Closing a preliminary an allocation among the Auctioned Assets of the Purchase Price as estimated by the Seller among the Acquired Assets and among the non-competition and non-solicitation provisions in Section 6.1 (such other consideration paid allocation, the “Preliminary Purchase Price Allocation”). The Preliminary Purchase Price Allocation shall be used to Seller make all necessary preliminary determinations for Transfer Tax purposes pursuant to this Agreement that is properly includible in Section 6.4(a). The Buyer shall have twenty (20) days after the Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination ’s receipt of the Seller’s proposed schedule setting forth the Preliminary Purchase Price Allocation in which to deliver comments to the Seller in respect of the Preliminary Purchase Price Allocation. The Buyer and the Seller agree to use commercially reasonable efforts to resolve in good faith any differences with respect to the Preliminary Purchase Price Allocation. (b) Not later than forty-five (45) days after the Adjustment Amount)Amount has been finally determined pursuant to Section 2.8, the Buyer shall prepare and deliver to the Seller a final allocation of proposed schedule allocating the Purchase Price and additional consideration described in among the preceding clause, Acquired Assets and the postnon-closing adjustment pursuant to competition and non-solicitation provisions in Section 3.026.1, among the Auctioned Assets (the "Allocation"). The Allocation which allocation shall be consistent made in accordance with Section 1060 of the Code and the Treasury Regulations thereunderpromulgated thereunder (the “Post-Closing Purchase Price Allocation”). Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 For purposes of preparing the Post-Closing Purchase Price Allocation, the Purchase Price will be calculated as the sum of the Code Cash Purchase Price and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation fair market value of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination Shares determined as of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationClosing Date.

Allocation of Purchase Price. Buyer (a) The Limited Purchase Price shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Limited Purchased Assets in accordance with Schedule 2.5(a)(i) hereof, as revised pursuant to Section 2.5(b) hereof (the “Limited Purchase Price Allocation Schedule”), and the Inc. Purchase Price shall be allocated among the Inc. Purchased Assets in accordance with Schedule 2.5(a)(ii) hereof (the “Inc. Purchase Price Allocation Schedule”). The Selling Parties and Azur Limited shall prepare mutually acceptable and substantially identical IRS Forms 8594 “Asset Acquisition Statements Under Section 1060” consistent with the Limited Purchase Price Allocation Schedule and the Selling Parties and Azur Inc. shall prepare mutually acceptable and substantially identical IRS Forms 8594 consistent with the Inc. Purchase Price Allocation Schedule, which forms the parties shall use to report the transactions contemplated by this Agreement to the applicable Taxing Authorities. Each of the Purchase Price Selling Parties and among such Buyer agrees to provide the other consideration paid promptly with any other information required to Seller pursuant complete IRS Form 8594. Except as otherwise required by a “determination” within the meaning of Section 1313(a) of the Code, the Selling Parties and Buyer agree not to this Agreement take any position inconsistent with that is properly includible in Buyer's tax basis for allocation on their respective Tax Returns or during any audit, examination or other administrative or judicial proceeding. (b) Within thirty (30) days after the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Final Working Capital, Buyer the Selling Parties shall prepare and deliver to Seller a final allocation of the Azur Limited an amended Limited Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not Schedule prepared in accordance with Schedule 2.5(a)(i) hereof and Section 1060 of the Code and the regulations thereunder that reflects ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose i) the Final Working Capital and (ii) any changes adjustments in the allocation of the initial Limited Purchase Price and Limited Assumed Liabilities among the Limited Purchased Assets reasonably necessary to cause reflect changes in the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of Limited Purchased Assets between the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, date hereof and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationClosing Date.

Allocation of Purchase Price. Sellers and Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of agree that the Purchase Price and the Liabilities of the Company (plus other relevant items) shall be allocated among such other consideration paid the assets of the Company for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). The final Allocation Schedule shall be prepared by Buyer and delivered to the Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable Representative within 60 days following the Closing (but Date for its approval. If the Seller Representative does not notify the Buyer in any event writing of an objection to the Allocation Schedule within 10 Business Days following 30 days of its delivery to the final determination Seller Representative, then the Allocation Schedule as prepared by the Buyer shall be deemed approved by the Sellers. If the Seller Representative notifies Buyer in writing within 30 days of the Adjustment Amount)delivery to the Seller Representative of the Allocation Schedule that the Seller Representative objects to one or more items reflected in the Allocation Schedule as being unreasonable and states the reason for such objection, the Seller Representative and Buyer shall prepare negotiate in good faith to resolve such dispute; provided, however, that if the Seller Representative and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed dispute with respect to the Allocation Schedule within 30 days of the delivery to Buyer of the written objections within 10 Business Days thereafterof the Seller Representative, such objections dispute shall be referred to resolved by the Accountants, whose review will be limited to whether Accounting Referee who shall uphold the Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, valuations unless he finds them to be referred to as the "Final Allocation")unreasonable. The fees and disbursements expenses of the Accountants attributable to the Allocation such accounting firm shall be shared borne equally by Buyer Sellers and SellerBuyer. Each of Buyer Buyer, the Company and Seller agrees to timely Sellers shall file Internal Revenue Service Form 8594, all Tax Returns (including amended returns and all Federal, state, local claims for refund) and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes information reports in a manner consistent with the Final AllocationAllocation Schedule. Each of Buyer and Seller agrees Any adjustments to promptly provide the other party Purchase Price shall be allocated in a manner consistent with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationAllocation Schedule.

Allocation of Purchase Price. Buyer shall deliver (a) The Parties hereto will agree to Seller at Closing a preliminary allocation among allocate the Auctioned Assets Estimated Purchase Price over all of the Purchase Price assets and among such other consideration paid to Seller liabilities of the Book as of the Closing Date, pursuant to this Agreement that Section 2.6. Within ten (10) days after the date on which the Final Book Value is properly includible in Buyer's tax basis for definitively determined pursuant to Section 2.10, the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer Purchaser shall prepare and deliver (with reasonable assistance as requested from the Seller Parties) to the Seller a final Parties, an allocation of schedule allocating the Estimated Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocationrelative fair market value of the Transferred Assets and Assumed Liabilities transferred as part of the Book (the “Proposed Allocation Schedule”). Each Seller will have twenty (20) Business Days following delivery of Buyer the Proposed Allocation Schedule during which to notify the Purchaser and each other Party in writing (an “Allocation Notice of Objection”) of any objections to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of its objections. If no Seller agrees delivers an Allocation Notice of Objection in accordance with this Section 2.6(a), the Proposed Allocation Schedule shall be conclusive and binding on all Parties and shall become the “Final Allocation Schedule”. If any Seller submits an Allocation Notice of Objection, then (i) for twenty (20) Business Days after the date the Purchaser receives the Allocation Notice of Objection, the Parties will use commercially reasonable efforts to promptly provide agree on the other party allocations and (ii) failing such agreement within twenty (20) Business Days of such notice, the matter will be resolved in accordance with any additional information and reasonable assistance required Section 2.6(b). (b) If the Parties have not agreed on the Final Allocation Schedule within twenty (20) Business Days after delivery of an Allocation Notice of Objection, then the Parties shall each have the right to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify deliver notice to the other Party and (the “Allocation Dispute Notice”) of its intent to refer the matter for resolution to the Accounting Expert. The Parties will each shall timely provide deliver to the other and to the Accounting Expert a notice setting forth in reasonable detail their proposed allocations. Within thirty (30) Business Days after receipt thereof, the Accounting Expert will deliver the Final Allocation Schedule and provide a written description of the basis for its determination of the allocations therein; provided, that if the Accounting Expert requests a hearing before making a determination, such hearing shall be held within twenty (20) Business Days of the Parties’ delivery of their respective proposed allocations and the delivery of the Final Allocation Schedule shall be made within ten (10) Business Days of such hearing. The fees and expenses of the Accounting Expert shall be apportioned among the Parties as the Accounting Expert shall determine; provided, that the Purchaser shall not bear any fees and expenses attributable to a disparity between the positions of the Sellers. Each Party will bear the costs of its own counsel, witnesses (if any) and employees. (c) The Parties agree to act in accordance with the Final Allocation Schedule for all Tax purposes (including for purposes of the filing of any Tax Return), subject to any Legal Requirement to the contrary. The Parties will revise the allocation to the extent necessary to reflect any payment made pursuant to Section 2.10(d). In the case of any such payment, the Purchaser shall promptly prepare and deliver (with reasonable assistance as requested from the Sellers) to the Sellers a revised allocation, and the Parties shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision. (d) If an allocation of the event Purchase Price attributable to a Transferred Asset is required at a time, or to a level of an examinationdetail, audit which is not practicable in accordance with the above procedure (including for the purposes of any Transfer Tax or other proceeding regarding VAT), the Final AllocationPurchaser and the Seller Parents shall cooperate to agree such allocation in a timely manner by reference to the fair market value of the relevant asset.

Allocation of Purchase Price. If a Section 338(h)(10) Election is made, Seller and Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of agree that the Purchase Price and the Liabilities of the Company (plus other relevant items) shall be allocated among such other consideration paid the assets of the Company for Tax purposes as shown on the allocation schedule (the “Allocation Schedule”) prepared in accordance with the methodology set forth in Exhibit B. A draft of the Allocation Schedule, including IRS Forms 8883 and 8594, shall be prepared by Bu▇▇▇ ▇nd delivered to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable within 30 days following the date on which the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Statements becomes binding for Seller’s approval. Seller and Buyer shall prepare and deliver to Seller a final allocation of agree that the Purchase Price and additional the Liabilities of the Company (plus other relevant items) will be allocated among the assets of the Company for tax purposes as follows: All amounts constituting consideration described in within the preceding clausemeaning of, and for the post-closing adjustment pursuant to Section 3.02purposes of, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law")will be allocated among the assets of the Company in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable Laws. Buyer and Seller will mutually agree on the items set forth on the Allocation Schedules. Buyer and Seller agree to use the Allocation Schedules for tax reporting purposes. If Seller so determinesnotifies Buyer in writing within 30 days after Se▇▇▇▇’s receipt of Buyer’s draft Allocation Schedule that Seller objects to one or more items reflected in the Allocation Schedule, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, and Buyer shall provide negotiate in good faith to resolve such dispute; provided, however, that if Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If and Buyer and Seller are unable to resolve any disputed objections dispute with respect to the Allocation Schedule within 10 Business Days thereafter30 days following the Seller’s notification of objections, such objections dispute shall be referred to resolved by the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation")Independent Accountant. The fees and disbursements expenses of the Accountants attributable to the Allocation such accounting firm shall be shared borne equally by Buyer Seller and SellerBuyer. Each of Buyer For all tax purposes, Buyer, the Company and Seller agrees to timely shall file Internal Revenue Service Form 8594all Tax Returns (including, without limitation, IRS Forms 8023, 8883, 8594 (and all Federalsupplements thereto), state, local amended returns and foreign Tax Returns, in accordance with such Final Allocation claims for refund) and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes information reports in a manner consistent with the Final AllocationAllocation Schedule as finally agreed to by Bu▇▇▇ ▇nd Seller or, with respect to matters in dispute, as finally resolved by the Independent Accountant. Each of Buyer and Seller agrees Any adjustments to promptly provide the Purchase Price pursuant to Section 2.04 herein shall be allocated in a manner consistent with the Allocation Schedule. The parties hereto will revise the Allocation Schedule to the extent necessary to reflect any Post-Closing Adjustments or other party with any additional information and reasonable assistance required adjustments to complete Form 8594, Purchase Price made pursuant to or compute Taxes arising in connection with this Agreement. In the case of any such payments, Bu▇▇▇ ▇ill propose a revised Allocation Schedule, and the parties hereto will follow the procedure outlined above with respect to review, dispute, and resolution with respect to any such revisions. In the event the Allocation Schedule, including any and all disputes thereto, has not been finally agreed upon by the parties by the time that Tax Returns or information reports are due (or otherwise affected by) taking into account any extensions), Buyer, the transactions contemplated hereunder. Each of Buyer Company, and Seller shall timely notify file all such Tax Returns and information reports consistent with Buyer’s proposed Allocation Schedule. To the other Party extent the Allocation Schedule as finally agreed upon by the parties is different than Bu▇▇▇’s proposed Allocation Schedule, Buyer, the Company, and Seller shall amend and/or supplement such tax returns and information reports to reflect any such differences and make each shall timely provide of their tax reporting consistent with the other Party with reasonable assistance in Allocation Schedule as finally agreed upon by the event of an examination, audit parties or other proceeding regarding as finally resolved by the Final AllocationIndependent Accountant as soon as reasonably practicable.

Allocation of Purchase Price. Buyer (a) The Cash Consideration (as adjusted pursuant to the adjustments contemplated under this Agreement) and the applicable Assumed Liabilities shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Acquired Assets as of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement Closing Date in accordance with a schedule (the “Asset Allocation Schedule”) that is properly includible prepared in Buyer's tax basis for the Auctioned Assets for Federal income tax purposesa manner consistent with relevant Tax laws, andincluding, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)applicable, Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations regulations promulgated thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared , and in accordance with the procedures of this Section 1060 8.1. To the extent separate Asset Allocation Schedules are necessary for one or more of the Code Selling Subsidiaries, the provisions of this Section 8.1 shall apply to such Asset Allocation Schedules. (b) Seller shall engage Duff & ▇▇▇▇▇▇, LLC, or a similar firm (the “Valuator”) to prepare each Asset Allocation Schedule; provided, however, that the fee for such Valuator shall be mutually agreeable to both Parties. Each Party shall cooperate with the other Party and the regulations thereunder Valuator, and shall use commercially reasonable efforts to provide in a timely manner any information, data and assistance required or requested by the Valuator to properly perform its valuation. Seller shall instruct the Valuator to deliver drafts of the Asset Allocation Schedules, along with the assumptions and calculations supporting such draft Asset Allocation Schedules, a description of the methodology and a detailed breakdown, to Purchaser and Seller no later than thirty ("Applicable Law")30) days after the Closing Date. If Purchaser shall provide any comments to the draft Asset Allocation Schedules within fifteen (15) days of receipt. Seller so determinesshall make such comments as are reasonably requested by Purchaser and issue final Asset Allocation Schedules promptly thereafter. Seller and Purchaser shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such final Asset Allocation Schedules and share equally all costs and expenses incurred in connection with the engagement and performance of the Valuator; the Parties shall arrange to make their respective payments directly to the Valuator. (c) Thereafter, Seller shall within 20 Business Days thereafter propose any changes necessary prepare and provide to cause Purchaser from time to time revised copies of the Asset Allocation Schedules to update the Asset Allocation Schedules for indemnity payments or other adjustments contemplated under this Agreement (including, for the avoidance of doubt, all payments made under Article XI), which shall be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocationfinal Asset Allocation Schedules determined under Section 8.1(b). Each of Buyer Any indemnity payments or other adjustments contemplated by this Agreement shall be treated as an adjustment to Purchase Price unless such payment is required to be treated otherwise by applicable Governmental Rules with respect to Taxes. (d) The Asset Allocation Schedules as finally determined pursuant to this Section 8.1 (including any applicable adjustments) shall be final and binding upon Purchaser and Seller agrees for all Tax purposes except as required by applicable Governmental Rule or as otherwise mutually agreed to promptly provide in writing by the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunderParties. Each of Buyer Purchaser and Seller shall timely notify act in accordance with the other Party Asset Allocation Schedules for all Tax purposes, including with respect to any forms or reports (including IRS Form 8594) required to be filed pursuant to Section 1060 of the Code, the regulations promulgated thereunder or any Governmental Rule, and each shall timely provide the other Party with reasonable assistance to cooperate in the event preparation of an examination, audit any such forms or other proceeding regarding reports and to timely file such forms or reports in the Final Allocationmanner required by applicable law.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable (a) Within ninety (90) days following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Date, Buyer Seller shall prepare and deliver to Seller Purchaser a final proposed allocation of the Purchase Price and additional consideration described in the preceding clause, (and the post-closing adjustment pursuant amount of any Assumed Liabilities or other items required to Section 3.02, be treated as purchase price for U.S. federal income tax purposes) among the Auctioned Transferred Assets (the "Allocation"). The Allocation shall be consistent in accordance with Section 1060 of the Code and Code, the Treasury Regulations thereunderthereunder (the “Proposed Allocation”). Seller hereby agrees shall provide Purchaser with copies of such backup documentation and work papers supporting the Proposed Allocation as Purchaser may reasonably request. (b) Within thirty (30) days after Purchaser’s receipt of the Proposed Allocation, Purchaser will notify Seller in writing of any objections to accept Buyer's the Proposed Allocation unless by setting forth in reasonable detail the basis for any such objections (and any alternative allocation), and including reasonable documentation supporting such changes (“Allocation Objection Notice”). If Purchaser either fails to provide an Allocation Objection Notice to Seller within such 30-day period, or provides Seller written notice of Purchaser’s approval of the Proposed Allocation within such 30-day period, Purchaser shall be conclusively treated as having approved of the Proposed Allocation, and the Proposed Allocation thereafter shall be final and binding on both Purchaser and Seller. In the event Purchaser timely provides the Allocation Objection Notice to Seller, Seller and Purchaser shall then attempt in good faith to resolve their disagreements and agree upon a mutually acceptable allocation. If Purchaser and Seller are unable to agree upon a mutually acceptable allocation within 15 days of Purchaser’s receipt of the Allocation Objection Notice, either Purchaser or Seller may thereafter refer the disagreement to the Independent Accountant for resolution in accordance with Section 11.2(c). (c) Purchaser and Seller shall use [***] to cause the Independent Accountant to resolve all remaining disagreements identified in the Allocation Objection Notice as soon as practicable, but in any event shall direct the Independent Accountant to render a written determination within forty-five (45) days after its engagement. The Independent Accountant shall consider only those items and amounts that are identified in the Allocation Objection Notice as the items in dispute, and shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Independent Accountant’s determination of the appropriate Purchase Price allocation shall be made based solely on substantiating documentation submitted by Purchaser and Seller (i.e., not on independent review), the applicable definitions set forth herein, and an analysis that is consistent with and in accordance with the methodologies and principles contemplated herein; provided, however, that the Independent Accountant shall be entitled to (i) review the books and records of Seller, and (ii) obtain such appraisals of any Transferred Assets as the Independent Accountant determines is reasonably necessary for purposes of making its determination hereunder. The determination of the Independent Accountant shall be conclusive and binding upon Purchaser and Seller as an arbitral award, and shall not be subject to appeal or further review absent manifest error. The costs and expenses of the Independent Accountant shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in accordance with the methodology set forth in Section 2.5(b)(iv), mutatis mutandis. (d) Purchaser and Seller acknowledge and agree that such they will file all Tax Returns and related forms (including IRS Form 8594) in accordance with the allocation determined in accordance with this Section 11.2 (the “Allocation”), and will not make any inconsistent statement or take any inconsistent position on any tax return, in any refund claim or during the course of any IRS or other Tax audit, except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. Each Party will notify the other if it receives notice that the IRS proposes any allocation that is different from the Allocation; provided, however, neither Seller nor Purchaser will be obligated to litigate any challenge to the Allocation was by the IRS (or any other Governmental Authority). The Parties acknowledge and agree that (i) Purchaser’s cost for the Company Interests may differ from the total amount allocated under this Section 11.2 to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not prepared included in the amount so allocated, and (ii) the amount realized by Seller may differ from the total amount allocated under this Section 11.2 to reflect transaction costs that reduce the amount realized for federal income tax purposes. (e) Purchaser and Seller shall allocate and report any adjustments to the Purchase Price in accordance with Section 1060 of the Code and Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of the regulations thereunder ("Applicable Law")allocation contemplated in this Section 11.2. If Seller so determinesIn the event that any adjustment is required to be made to the allocation contemplated in this Section 11.2 as a result of any adjustment to the Purchase Price pursuant to this Agreement, including the payment of the amounts described in Section 2.6, Seller shall within 20 Business Days thereafter propose any changes necessary to prepare and deliver, or cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of and delivered, to Purchaser, a revised Allocation reflecting such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Daysadjustment. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the revised Allocation shall be so adjusted subject to the requirements of this Section 11.2 (the Allocation, including the adjustmentreview and dispute resolution procedures set forth in subsections (b) and (c), if any, to be referred to as the "Final Allocation"mutatis mutandis). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among Within 90 days after the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible date described in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment AmountSection 1.9(d), the Buyer shall will prepare and deliver to Seller WSG a final allocation of draft schedule allocating the Purchase Price (as may be increased or decreased pursuant to the terms of this Agreement) and additional consideration described the Assumed Liabilities (plus any other relevant items treated as an amount received by the Sellers hereunder for income Tax purposes) among the Purchased Assets and the restrictive covenants in Section 5.3 for all purposes (including Tax and financial accounting) (the “Allocation Schedule”). WSG shall, within 15 days of receipt of the Buyer’s draft Allocation Schedule, notify the Buyer in writing if WSG disagrees with such draft Allocation Schedule, and if WSG does not so notify the Buyer in writing within such 15-day period, the Allocation Schedule shall be final and binding on the Parties. If WSG timely notifies the Buyer in writing (pursuant to the immediately preceding sentence) that WSG objects to one or more items reflected in the preceding clausedraft Allocation Schedule, then the Buyer and WSG shall negotiate in good faith to resolve such objection. If the Buyer and WSG resolve all of the disputed items within 15 days of WSG notifying the Buyer of the dispute in writing pursuant to this Section 1.10, then the Allocation Schedule shall be revised to reflect such resolution, and as so revised shall become final. In the post-closing adjustment pursuant to Section 3.02, among event that the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller WSG are unable to resolve any disputed objections such dispute within 10 Business Days thereafter15 days of WSG notifying the Buyer of the dispute in writing pursuant to this Section 1.10, such objections each of the Buyer and WSG shall allocate the Purchase Price (as may be referred increased or decreased pursuant to the Accountantsterms of this Agreement) and the Assumed Liabilities (plus any other relevant items treated as an amount received by the Sellers hereunder for income Tax purposes) among the Purchased Assets and the restrictive covenants in Section 5.3 for all purposes (including Tax and financial accounting) in its books, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared records, filings and Tax Returns (including Form 8594, if applicable) in accordance with Applicable Lawits own determinations made in its sole discretion and no Party shall have any obligation or right of claim to the other Party with respect to such allocation and reporting. The Accountants Any Allocation Schedule agreed between the Buyer and WSG pursuant to this Section 1.10 shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer WSG and Seller agrees to timely their respective Affiliates and in such instance the Parties shall prepare all books and records and file Internal Revenue Service all Tax Returns (including Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes if required) in a manner consistent with the Final Allocation. Each of Allocation Schedule as so agreed between the Buyer and Seller agrees WSG. Any adjustments to promptly provide the other party Purchase Price pursuant to this Agreement (including, for avoidance of doubt, pursuant to Section 1.13) after delivery of the initial Allocation Schedule shall be reflected in amendments to the Allocation Schedule made in a manner consistent with any additional information Treasury Regulation Section 1.1060-1 and reasonable assistance required to complete Form 8594, or compute Taxes arising the procedures set forth in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationthis Section 1.10.

Allocation of Purchase Price. Buyer Parent and Company agree that the Consideration shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Assets (which for this purpose shall include the assets of the Purchase Price Acquired Entities and among such other consideration paid to Seller pursuant to this Agreement that is properly includible the Center Entities) in Buyer's tax basis for accordance with GAAP and Section 1060 of the Auctioned Assets for Federal income tax purposesInternal Revenue Code and the Treasury Regulations thereunder (and any similar provision of state, andlocal or foreign law, as soon as practicable following appropriate) (the Closing (but in any event within 10 Business Days following “Allocation”). To the final determination extent consistent with GAAP and applicable Legal Requirements, Parent shall allocate at least $107,674,000 of the Adjustment Amount), Buyer Consideration to the capital assets (including goodwill) included in the Assets. Parent shall prepare and deliver to Seller a final allocation the Company its good faith determination of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation Company shall be consistent with Section 1060 of have the Code and the Treasury Regulations thereunder. Seller hereby agrees right to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary object to cause the Allocation by delivering an Objection Notice to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement Parent of any objections that the Company may have to the Allocation within 30 days after delivery of the Allocation by Parent. Such Objection Notice will set forth in reasonable detail the nature and basis of such objection. The failure of the Company to deliver such Objection Notice within the prescribed time period will constitute the Company’s acceptance of the Allocation as determined by Parent. Upon receipt of the Allocation, the Company and its representatives will be given reasonable access, during normal business hours, to all of Parent’s books and records (including working papers, schedules and calculations) reasonably relating to the preparation of the Allocation. The Company and its representatives may make inquiries of Parent and its respective representatives and employees regarding questions concerning or disagreements with the Allocation arising in the course of their review thereof, and Parent will use reasonable efforts to cooperate in good faith with and respond to such proposed changes, together with a reasonably detailed explanation inquiries. Upon receipt of the reasons thereforObjection Notice within such 30-day period, Parent and the Company will attempt in good faith to resolve any dispute regarding the Allocation. If Buyer Parent and Seller the Company are unable to resolve any disputed objections disagreement with respect to the Allocation within 10 Business Days thereafter15 days following Parent’s receipt of the Objection Notice, then such objections dispute will be submitted to an Arbitrating Accountant. If Parent and the Company cannot agree upon the Arbitrating Accountant, Parent and the Company shall each select one accounting firm and those accounting firms shall select the Arbitrating Accountant. The Arbitrating Accountant will be instructed to send to Parent and the Company, within 15 days of the date on which such dispute is referred to such Arbitrating Accountant, its determination of only the Accountants, whose review specific matters remaining in dispute which calculation will be limited to whether Buyer's Allocation of such disputed items regarding based solely on written presentations made by the Allocation was prepared parties and in accordance with Applicable Lawthis Agreement, and not on the basis of an independent review, and with respect to each individual item will be at or between the determinations prepared by Parent and the Company. The parties shall promptly comply with all reasonable requests by the Arbitrating Accountants shall be instructed to deliver to Seller for information, book, records and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation")similar items. The fees and disbursements expenses of the Accountants attributable Arbitrating Accountant will be allocated equally between Parent and the Company. The Allocation, as determined pursuant to the Allocation this Section 1.13, shall be shared equally by Buyer binding upon Parent and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594Company, and all Federal, state, local Parent and foreign Tax Returns, in accordance with such Final Allocation and to Company shall report the transactions contemplated by this Agreement for Federal Income Tax and hereby on all other tax purposes returns, including, but not limited to Form 8594, in a manner consistent with the Final Allocation. Each of Buyer , unless reporting the transaction consistent with the Allocation determined by the Arbitrating Accountant, if applicable, would result in Parent’s independent auditors issuing a qualified opinion with respect to Parent’s audited financial statements and, in such event, Parent and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) Company shall each report the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance hereby in the event manner it deems appropriate. If it becomes necessary or appropriate to amend the final Allocation and any tax returns which incorporate such Allocation, Parent and the Company shall cooperate with each other in good faith to agree on an amendment to the Allocation and shall file any necessary amendments to tax returns to reflect such amendment. If, contrary to the intent of the parties hereto as expressed in this Section 1.13, any taxing authority makes or proposes an examinationallocation different from the Allocation determined under this Section 1.13, audit Parent and Company shall cooperate with each other in good faith to contest such taxing authority’s allocation (or other proceeding regarding proposed allocation); provided, however, that, after consultation with the Final Allocationparty (or parties) adversely affected by such allocation (or proposed allocation), the party (or parties) hereto may file such protective claims to tax returns as may be reasonably required to protect its (or their) interests.

Allocation of Purchase Price. Buyer shall deliver to Purchaser and Seller at Closing a preliminary allocation among the Auctioned Assets of will allocate the Purchase Price (including Assumed Liabilities and among such any other consideration paid to Seller the extent properly taken into account under Section 1060 of the Code, including any payments made under Section 2.10) for Tax purposes among the Purchased Assets pursuant to this Agreement that is properly includible Section 2.11 and in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer a manner consistent with Section 2.06 through Section 2.10. Seller shall prepare and deliver a draft allocation of the Estimated Purchase Price (including Assumed Liabilities and any other consideration to the extent properly taken into account under Section 1060 of the Code) for Tax purposes among the Purchased Assets (the “Allocation”) to Purchaser five Business Days prior to the Closing Date. The Allocation can specify allocation rules and principles for amounts (including, for the avoidance of doubt, amounts pursuant to Section 2.10) which are unknown at the time the Allocation is prepared. Seller and Purchaser shall cooperate in good faith and endeavor to resolve any disputes regarding the Allocation prior to Closing; provided, however, that such resolution shall not be a final condition to the Closing. Seller shall promptly provide Purchaser with any reasonably requested information requested by Purchaser for purposes of reviewing the Allocation. Purchaser shall submit any dispute with respect to the Allocation in writing (setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation) within 30 days following the Closing Date. If Seller and Purchaser are unable to resolve any such dispute within 30 days following Purchaser’s objection thereto, the Parties shall refer such dispute to the Independent Accountant for resolution. In such event, the Parties shall each use their reasonable best efforts to cause the Independent Accountant to resolve such dispute within 45 days of the date such dispute is referred to the Independent Accountant. Any amendments to the Allocation will be completed in a manner consistent with this Section 2.11. The Parties covenant and agree (a) to report for Tax purposes the allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, (including Assumed Liabilities and/or Final Adjustment Amount) among the Auctioned Purchased Assets (the "Allocation"). The Allocation shall be in a manner entirely consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including as it may be amended pursuant to this Section 2.11 upon any adjustment to the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements calculation of the Accountants attributable to Purchase Price (including any Assumed Liabilities), (b) that the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance Parties will cooperate with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all each other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each preparation, execution and filing of Buyer all Tax Returns related to such allocation and Seller shall timely notify the other Party and each shall timely provide the other Party will take no position inconsistent with reasonable assistance such allocation in the event filing of any Tax Return, except upon a final determination by an examination, audit or applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other proceeding regarding the Final Allocationexistence of any Tax audit, controversy or litigation related to such allocation. The payment of any amounts under Section 2.09 and Section 2.10 under this Agreement shall be treated as an adjustment to the purchase price for Tax purposes unless otherwise required by applicable Law.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets of and Purchaser agree that the Purchase Price and shall be allocated among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Purchased Assets for Federal income tax purposes, and, all purposes as soon as practicable shown using the methodology set forth on Schedule 2.4. Within ninety (90) days following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount)Date, Buyer Purchaser shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets schedule prepared by Purchaser’s Accountants using such methodology (the "Allocation"“Allocation Schedule”). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination Schedule shall be conclusive and binding upon the parties hereto for all purposesparties, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable unless Seller objects to the Allocation Schedule by delivering written notice of objection to Purchaser within ten (10) days following Purchaser’s receipt of the Allocation Schedule, in which case Seller and Purchaser shall negotiate in good faith to resolve the disputed matters. If Seller and Purchaser fail to reach agreement despite their good faith efforts within thirty (30) days following Purchaser’s receipt of Seller’s notice of objection, then those matters and amounts remaining in dispute (the “Disputed Allocation Amounts”) shall be shared submitted to an independent accounting firm of national or regional standing jointly selected by Purchaser and Seller (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Allocation Amounts only and make any necessary adjustments to the Allocation Schedule. The Independent Accountants shall make a determination as soon as practicable within thirty (30) days, or such other time as Purchaser and Seller agree in writing) following their engagement and their resolution of the Disputed Allocation Amounts and any resulting adjustments to the Allocation Schedule shall be final and binding on the parties. Fees and costs of the Independent Accountants shall be borne equally by Buyer Purchaser and Seller. Each of Buyer The parties agree that all state, federal and Seller agrees to timely file Internal Revenue Service local Tax Returns (including IRS Form 8594, ) and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report financial statements of the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes parties shall be prepared in a manner consistent with (and the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with parties shall not otherwise file a Tax Return or take any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected byposition inconsistent with) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationAllocation Schedule.

Allocation of Purchase Price. Buyer shall deliver Unless Purchaser elects to Seller at Closing structure the transactions contemplated hereby as a preliminary allocation among the Auctioned Assets of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment G Reorganization pursuant to Section 3.029.5: (a) For U.S. federal and applicable state and local income Tax purposes, among the Auctioned Assets (the "Allocation"). The Allocation shall be Purchaser, Sellers, and their respective Affiliates shall, consistent with Section 1060 the requirements of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations promulgated thereunder and any similar provision of applicable Law, allocate the Purchase Price ("Applicable Law"and any Assumed Liabilities treated as part of the Purchase Price for applicable income Tax purposes) among the Acquired Assets in accordance with a methodology to be mutually agreed upon by the parties (the “Allocation Methodology”). (b) As soon as commercially practicable, but no later than forty-five (45) days following the determination of the final Purchase Price, Purchaser shall provide a proposed allocation to Sellers setting forth the allocation of the Purchase Price (and other amounts treated as Purchase Price for U.S. federal income Tax purposes) among the Acquired Assets in accordance with the Allocation Methodology (the “Allocation”). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary Sellers fail to cause the Allocation to be prepared deliver a written objection in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesthis Section 9.2, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall will be conclusive and binding upon on all Parties. If Sellers deliver a written objection on the parties hereto for all purposesgrounds that the draft Allocation is inconsistent with the Allocation Methodology, which objection sets forth in reasonable detail their objections within twenty (20) days after receipt of the draft Allocation proposed by Purchaser, then Purchaser and Sellers shall negotiate in good faith to resolve any such objection, and, if Sellers and Purchaser cannot resolve such dispute within thirty (30) days of Purchaser’s receipt of Sellers’ objection, then a nationally recognized accounting firm mutually acceptable to Purchaser and Sellers shall resolve such dispute and the Allocation resolution of such dispute shall be so adjusted final and binding on the Parties, with costs being borne by the Party whose position was not sustained. (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). c) The fees Parties and disbursements of the Accountants attributable to the Allocation their respective Affiliates shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, Returns in accordance with such Final Allocation (as finally determined under this Section 9.2) and to report the transactions contemplated by this Agreement for Federal Income not take any Tax and all other tax purposes in a manner consistent related action inconsistent with the Final Allocation. Each , in each case, unless otherwise required by a “determination” within the meaning of Buyer and Seller agrees to promptly provide Section 1313(a) of the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationCode.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets Within one hundred twenty (120) days of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposesClosing Date (or if later, and, as soon as practicable following the Closing thirty (but in any event within 10 Business Days following 30) days after the final determination of the Adjustment AmountPurchase Price pursuant to Section 2.5), Buyer shall will prepare and deliver to Seller Res-Care a final proposed schedule allocating the Purchase Price, as adjusted pursuant to Section 2.5 and reasonably consistent with the estimated allocation provided pursuant to Section 2.3(b), among the Purchased Assets and the Purchased Equity (the “Allocation Schedule”) and a proposed asset allocation statement (the “Asset Allocation Statement”) prepared in accordance with the methodology set forth on Section 2.9 of the Disclosure Schedule, allocating the Purchase Price and additional consideration described in with respect to the preceding clause, Purchased Assets and the post-closing adjustment pursuant to Section 3.02, among Exhibit J Entities and the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 liabilities of Exhibit J Entities that are properly treated as amount realized under the Code and the Treasury Regulations thereunderthereunder among the Purchased Assets and the assets of such entities. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared Res-Care shall notify Buyer in accordance with Section 1060 writing, within thirty (30) days after its receipt of the Code proposed Allocation Schedule and Asset Allocation Statement, that they either accept such statement or disagree with such schedule or statement. In the regulations thereunder event that Res-Care disagrees with the proposed Allocation Schedule or Asset Allocation Statement and Buyer and Res-Care are unable to agree upon an Allocation Schedule or Asset Allocation Statement within the sixty ("Applicable Law")60) day period following Res-Care’s notice to Buyer, the items as to which they disagree will be promptly (not to exceed five (5) Business Days) referred to the Independent Auditor. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary Buyer and Res-Care will use reasonable best efforts to cause the Allocation Independent Auditor to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections deliver to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable Res-Care, within thirty (30) calendar days, a written report setting forth its determination as to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller (and Buyer a written determination of the proper allocation of only such disputed items within 20 Business Days. Such determination shall items), and its determinations will be conclusive and binding upon the parties hereto Parties for all purposes, and the purposes of the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation")Schedule or Asset Allocation Statement. The fees and disbursements of the Accountants attributable to the Allocation shall Independent Auditor will be shared equally borne fifty percent (50%) by Buyer and Sellerfifty percent (50%) by the Seller Parties. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594The Parties will file, and will cause each of the Exhibit J Entities to file, all Federalfederal, state, state and local and foreign Tax Returns, in accordance with such Final Allocation and claims for refund or other required or optional filings relating to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner matters consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationfinal Asset Allocation Statement.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among and Purchaser agree that the Auctioned Assets of the Purchase Price Consideration (and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis relevant items treated as purchase price for the Auctioned Assets for Federal U.S. federal income tax purposes, and, as soon as practicable following ) shall be allocated among the Closing (but in any event within 10 Business Days following the final determination assets of the Adjustment Amount), Buyer shall prepare Successor Company for all Tax and deliver to Seller financial accounting purposes in a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations thereunderthereunder and as shown on the allocation schedule (the “Preliminary Allocation Schedule”), prepared by Purchaser in accordance with the allocation methodology set forth on Schedule 6.1(g). The Preliminary Allocation Schedule shall be updated (applying the same principles as used to determine the Preliminary Allocation Schedule) and delivered by Purchaser to Seller within fifteen (15) calendar days after the final determination of the Final Consideration pursuant to Section 2.3 (as updated, the “Allocation Schedule”). The Allocation Schedule shall be subject to the review and consent of Seller. Seller hereby agrees shall have the right to accept Buyer's withhold its consent (in accordance with the standards set forth in this Section 6.1(g)) to any portion of the Allocation unless Schedule by written notice to Purchaser. If Seller determines does not object to the Allocation Schedule by written notice to Purchaser within thirty (30) days after receipt by Seller of the Allocation Schedule, then the Allocation Schedule shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such Allocation was not prepared in accordance with Section 1060 Schedule shall be subject to adjustment upon and as a result of any adjustment to the Code and amounts used to determine the regulations thereunder ("Applicable Law")allocations used to prepare the Allocation Schedule under this Agreement. If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary objects to cause the Allocation Schedule (or any portion thereof), it shall notify Purchaser in writing of its objection to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide the Allocation Schedule within thirty (30) days after receipt by Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons thereforAllocation Schedule, and the Parties agree to resolve any such disagreement in good faith. If Buyer Seller and Seller Purchaser are unable to resolve any disputed objections dispute with respect to the Allocation Schedule within 10 Business Days thereafterthirty (30) days after Seller delivers such notice of disagreement, such objections then the dispute shall be referred to finally and conclusively resolved by the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared Accounting Firm in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination the principles of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"dispute resolution procedure set forth in Section 2.3(c). The fees and disbursements Unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Accountants attributable to Code), the Allocation Parties shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes Returns in a manner consistent with the Final AllocationAllocation Schedule and further agree not to take any Tax position inconsistent with the Allocation Schedule for Tax reporting purposes. Each Any adjustment to the Consideration shall be allocated as provided by Section 1.1060-1(c) of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationTreasury Regulations.

Allocation of Purchase Price. The Buyer and the Seller shall deliver ---------------------------- use their good faith best efforts to Seller at Closing a preliminary agree upon an allocation among the Auctioned Acquired Assets of the sum of the Purchase Price and among such other consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be Assumed Liabilities consistent with Section 1060 of the Code and the Treasury Regulations thereunderthereunder within 120 days of the Effective Date (or such later date as the Parties may mutually agree) but in no event fewer than 30 days prior to the Closing. Because the assets of the Decommissioning Trust and the Provisional Trust (if any) are exclusively and unalterably dedicated to secure the liability for decommissioning Pilgrim when its license expires, the Parties intend and expect that the Buyer's assumption of the Pilgrim decommissioning liabilities pursuant to Section 2.3(e) will constitute purchase price paid for Seller's right, title and interest in the Decommissioning Trust and the Provisional Trust, and concomitantly intend that purchase price represented by such assumed liabilities will be allocated between the Decommissioning Trust and the Provisional Trust in proportion to their respective fair market values as of the Closing Date. The Buyer and the Seller hereby agrees may jointly agree to obtain the services of an independent engineer or appraiser (the "Independent Appraiser") to assist the Parties in determining the fair value of the Acquired Assets solely for purposes of such allocation under this Section 2.7. If such an appraisal is made, both the Buyer and the Seller agree to accept Buyerthe Independent Appraiser's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation fair value of such disputed items within 20 Business Daysthe Acquired Assets. Such determination The cost of the appraisal shall be conclusive and binding upon borne equally by the parties hereto for all purposes, Buyer and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of the Buyer and the Seller agrees to timely file Internal Revenue Service Form 8594, 8594 and all Federalfederal, state, local and foreign Tax Returns, Returns in accordance with such Final Allocation agreed allocation. Except to the extent required to comply with audit determinations by a taxing authority with jurisdiction over either party, both the Buyer and to the Seller shall report the transactions contemplated by this Agreement and the Related Agreements for Federal federal Income Tax and all other tax Tax purposes in a manner consistent with the Final Allocationallocation determined pursuant to this Section 2.7. Each of the Buyer and the Seller agrees to promptly provide the other party promptly with any additional other information and reasonable assistance required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of the Buyer and the Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationagreed upon allocation of the Purchase Price.

Allocation of Purchase Price. Buyer The Purchase Price shall deliver to Seller at Closing a preliminary allocation be allocated among the Auctioned Seller and the Selling Subsidiaries on the basis of the relative fair market value of the Shares, the Business Assets and the Seller covenant not to compete described in Section 5.14. The initial allocation (the “Initial Allocation”) shall be prepared by Seller for the review and approval of Buyer within five (5) Business Days after the date hereof for the review and approval of Buyer. If within thirty (30) days after delivery of the Initial Allocation, Buyer notifies Seller in writing that Buyer objects to the allocation set forth in the Allocation, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within twenty (20) days thereafter. In the event that Buyer and Seller are unable to resolve such dispute within such twenty (20) days, Buyer and Seller shall, within ten (10) days after such twenty (20) day period, submit such disputed items to the CPA Firm for resolution under the procedures set forth in Section 2.6(c). Additionally, Seller and Buyer agree that the portion of the Purchase Price and among such other consideration paid to Seller allocated pursuant to this Agreement that the Initial Allocation to businesses where Seller or any Selling Subsidiary is properly includible in Buyer's tax basis for selling assets (including sales of stock where section 338(h)(10) elections are being made) shall be further allocated (the Auctioned Assets for Federal income tax purposes, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, and the post-closing adjustment pursuant to Section 3.02, “Asset Allocation”) among the Auctioned GMS Assets (the "Allocation"). The Allocation shall be consistent with sold by Seller or any Selling Subsidiary as required by Section 1060 of the Code on the basis of the fair market value of the respective assets. In addition, any Adjustment Payment shall be treated as a Purchase Price adjustment and allocated (the “Adjustment Allocation”) in a manner consistent with the Initial Allocation. The Asset Allocation and the Treasury Regulations thereunderAdjustement Allocation shall be prepared by Seller for the review and approval of Buyer within twenty (20) Business Days after the date on which the Final Closing Working Capital Statement is determined. If within thirty (30) days after delivery of such allocations, Buyer notifies Seller hereby agrees in writing that Buyer objects to accept Buyer's the allocations, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within twenty (20) days thereafter. In the event that Buyer and Seller are unable to resolve such dispute within such twenty (20) days, Buyer and Seller shall, within ten (10) days after such twenty (20) day period, submit such disputed items to the CPA Firm for resolution under the procedures set forth in Section 2.6(c). The final version of the Initial Allocation, the Asset Allocation unless Seller determines that such and the Adjustment Allocation was not prepared in accordance with (the “Allocation”) shall become part of this Agreement for all purposes. Seller, the Selling Subsidiaries and Buyer agree to report, pursuant to Section 1060 of the Code and the regulations promulgated thereunder or any other similar provision under Law, as and when required, the Allocation of the Purchase Price, as adjusted hereunder, among the Shares, GMS Assets and the Seller covenant not to compete described in Section 5.14 in a manner entirely consistent with such Allocation in the preparation and filing of all Tax Returns ("Applicable Law"including IRS Form 8594). If Seller so determines, Neither Buyer nor Seller shall within 20 Business Days thereafter propose take any changes necessary to cause the Allocation to be prepared position (whether in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changesaudits, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "Final Allocation"). The fees and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer and Seller. Each of Buyer and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance or otherwise) that is inconsistent with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Seller agrees to promptly provide the other party with any additional information and reasonable assistance unless required to complete Form 8594, or compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocationdo so by Law.

Allocation of Purchase Price. Buyer shall deliver to Seller at Closing a preliminary allocation among the Auctioned Assets l 2Allocation of Purchase Price. Sellers and Buyers agree that the Purchase Price and among such the Assumed Liabilities (plus other amounts properly treated as consideration paid to Seller pursuant to this Agreement that is properly includible in Buyer's tax basis for respect of the Auctioned Purchased Assets for Federal income tax Tax purposes, and, as soon as practicable following ) shall be allocated among the Closing (but in any event within 10 Business Days following the final determination of the Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the Purchase Price and additional consideration described in the preceding clause, Purchased Assets and the post-closing adjustment pursuant to restrictive covenants set forth in Section 3.02, among the Auctioned Assets (the "Allocation"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared 6.08 for Tax purposes in accordance with Section 1060 of the Code and Treasury Regulations thereunder and any similar provision of state, local or foreign Law, as applicable (the regulations thereunder ("Applicable Law"“Purchase Price Allocation”). A draft of the Purchase Price Allocation shall be prepared by ▇▇▇▇▇▇ and delivered to Sellers within one hundred and twenty (120) days after the Closing. Buyers and Sellers agree to use good faith efforts to resolve any disputes regarding the Purchase Price Allocation. If Seller so determines▇▇▇▇▇▇ and Sellers are unable to agree upon the final Purchase Price Allocation within thirty (30) days following receipt by Sellers of Buyers’ draft of the Purchase Price Allocation, Seller then either Buyers or Sellers shall within 20 Business Days thereafter propose any changes necessary have the right to cause the Allocation disputed items to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery submitted to the Independent Accountant for resolution, the expenses of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections which shall be referred borne equally by Buyers and Sellers. The Purchase Price Allocation as agreed upon by ▇▇▇▇▇▇ and Sellers (either because Sellers do not object in writing to the Accountants, whose review will be limited to whether Buyer's Purchase Price Allocation within thirty (30) days following receipt or as a result of such disputed items regarding good faith negotiations between ▇▇▇▇▇▇ and Sellers) or determined by the Allocation was prepared in accordance with Applicable Law. The Accountants Independent Accountant shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive final and binding upon the all parties hereto for all purposes, and the Allocation shall be so adjusted to this Agreement (the “Final Purchase Price Allocation”). The parties agree to utilize the Final Purchase Price Allocation (or the Adjusted Allocation Schedule (as defined below), as applicable) for Tax reporting purposes, including the adjustment, if any, to be referred to as filing of Form 8594 with the "Final Allocation"). The fees IRS and disbursements of the Accountants attributable to the Allocation shall be shared equally by Buyer file all Tax Returns (including amended returns and Seller. Each of Buyer claims for refund) and Seller agrees to timely file Internal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes information reports in a manner consistent with the Final AllocationPurchase Price Allocation or the Adjusted Allocation Schedule, as applicable. Each Buyers and Sellers shall not make any statement or declaration to, any Governmental Authority that is inconsistent with the Final Purchase Price Allocation or the Adjusted Allocation Schedule, as applicable. If any Governmental Authority challenges such allocation, the Person receiving notice of Buyer and Seller agrees to the challenge shall promptly provide notice to the other party with any additional information and reasonable assistance required parties. Any adjustments to complete Form 8594, or compute Taxes arising the Purchase Price pursuant to this Agreement (including in connection with (or otherwise affected bySection 2.11) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party be allocated by Buyers in a manner consistent with reasonable assistance in the event of an examination, audit or other proceeding regarding the Final AllocationPurchase Price Allocation (as so adjusted, the “Adjusted Allocation Schedule”).