Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. Following the Closing Date, Buyer shall provide to Seller an allocation of the applicable portions of the Purchase Price in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (aand any similar provisions of state, local, or non-U.S. Law, as appropriate) No and in accordance with Schedule C. Seller shall provide Buyer with any comments to such allocation within fifteen (15) days after the date of receipt by Seller, and Seller and Buyer shall negotiate in good faith to finalize such allocation no later than sixty (60) calendar days prior to the earliest due date (taking into account, for these purposes, any applicable extension of a due date) for the filing of a Tax Return to which such allocation is relevant. If Seller does not provide any comments within such fifteen (15) day period, then the allocation initially provided by Buyer shall be deemed final. If Seller timely provides such comments but Seller and Buyer are unable to mutually agree to an allocation within fifteen (15) days after Seller’s delivery of such comments, then such dispute shall be resolved in a manner substantially similar to Section 3.4(d) no later than sixty (60) days prior to the final determination earliest due date (taking into account, for these purposes, any applicable extension of a due date) for the Adjusted Payment Amount filing of a Tax Return to which such allocation is relevant. The Purchase Price shall be allocated as set forth in such mutually agreed or finalized allocation (the “Allocation Schedule”). Seller and Buyer shall file IRS Form 8594 and all Tax Returns and other Tax filings in accordance with the procedures set forth Allocation Schedule, and neither Seller nor Buyer shall take any position in Section 3.3any Tax Return, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. IfTax filing, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement Tax proceeding or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely fileaudit, or cause to be timely filed, IRS Form 8594 (financial statement or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which report that is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableSchedule.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Adjustment Date, Purchaser Seller shall prepare and deliver to Seller Purchaser a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller Purchaser shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller Purchaser objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Adjustment Date, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Sellerthe Purchaser’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) 3.10(a), (the “Final Allocation Statement”), ) shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a3.8(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. (a) No later than sixty For U.S. federal (60and where applicable, state and local) calendar days after income Tax purposes, the final determination parties agree to allocate the Purchase Price, the Assumed Liabilities, and any other amounts treated as consideration to any Seller in respect of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller Acquired Assets pursuant to this Agreement for U.S. federal (and where applicable, state and local) income Tax purposes (collectively, the “Tax Consideration”) among the Acquired Assets for purposes of in accordance with Section 1060 of the Code, pursuant to the following procedures. IfNo later than 90 days following the Closing Date, Buyer shall provide Sellers with a proposed allocation of the Tax Consideration among the Acquired Assets (the “Proposed Allocation”). Sellers may object to the Proposed Allocation by delivering to Buyer, within thirty (30) calendar 30 days of the receipt by Sellers of the Draft Proposed Allocation, notice of objection to the Proposed Allocation Statement(an “Allocation Objection Notice”), Seller which shall not have objected specify in writing to reasonable detail the basis for such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowobjection. If Seller objects Sellers fail to deliver an Allocation Objection Notice to Buyer prior to the Draft Allocation Statement in writing within expiration of such thirty (30) calendar-day period, Purchaser the Proposed Allocation shall become final, binding and Seller conclusive upon Sellers and Buyer (the “Allocation”). If Sellers timely deliver an Allocation Objection Notice, then Buyer and Sellers shall negotiate in good faith to resolve any the disputed items. If, If Buyer and Sellers are able to reach agreement on the disputed items within ninety (90) calendar 30 days after the final determination of Allocation Objection Notice has been received by Buyer, the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Proposed Allocation, Purchaser as modified to reflect such agreement between Buyer and Seller fail to agree on such allocationSellers, any disputed aspects of such allocation shall be resolved the Allocation. If Buyer and Sellers are unable to reach such an agreement within 30 days after the Allocation Objection Notice has been received by ▇▇▇▇▇, all unresolved disputed items shall be promptly referred to a mutually agreed, nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation StatementIndependent Arbiter”), . The Independent Arbiter shall be final and binding upon directed to render a written report on the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection unresolved disputed items with the determination of respect to the allocation of the total considerationTax Consideration as promptly as practicable, except but in no event more than 30 days after such submission to the Independent Arbiter, and to resolve only those unresolved disputed items set forth in the Allocation Objection Notice. For the avoidance of doubt, the Independent Arbiter’s resolution of the disputed items shall be within the ranges proposed by ▇▇▇▇▇ and Sellers that are in dispute. If unresolved disputed items are submitted to the parties Independent Arbiter, Buyer and Sellers shall each pay one-half (50%) furnish to the Independent Arbiter such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Arbiter may reasonably request. The resolution of the disputed items by the Independent Arbiter shall be final, binding and conclusive upon Buyer and Sellers. The Proposed Allocation, as modified to reflect (x) any agreement as to any disputed items between Buyer and Sellers and (y) the resolution of the remaining disputed items by the Independent Arbiter, shall be the Allocation. All fees and expenses of such accounting firmthe Independent Arbiter shall be allocated to Buyer and Sellers in the same proportion that the aggregate amount of the items unsuccessfully disputed or defended, as the case may be, by each of Buyer and Sellers (as determined by the Independent Arbiter) bears to the total amount of the disputed items. (b) Purchaser and Seller shall report Except to the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as extent otherwise required pursuant to a “determination” under within the meaning of Section 1313 1313(a) of the Code (or any comparable similar provision of state state, local or local foreign law), neither Purchaser nor Seller each of the parties (x) shall, and shall cause its Affiliates to, file all Tax Returns in a manner consistent with the Allocation and (y) shall not take, or and shall permit cause its Affiliates not to take, a Tax any position which is inconsistent with the Final Allocation Statement. In the event on any party hereto receives notice of an audit Tax Return, in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item connection with any Tax Proceeding or items to which such adjustment is attributableotherwise.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Parties agree to treat the final determination purchase of the Adjusted Payment Amount Interests as the purchase of all the assets of the Company by Buyer for U.S. federal income tax purposes and agree to allocate the Purchase Price among the assets of the Company in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. IfNot later than 90 days after the Closing, within thirty (30) calendar days Buyer shall deliver to the SN Parties a statement, allocating the Purchase Price among the assets of the receipt Company (“Allocation Statement”). The SN Parties shall have 30 days to review and notify Buyer in writing of any reasonable, good faith disagreement with the Draft Allocation Statement. If the SN Parties do not timely notify Buyer of any such disagreement with the Allocation Statement, Seller the SN Parties shall be conclusively deemed to have accepted and agreed to the Allocation Statement. If the SN Parties notify Buyer within 30 days of any such disagreement, the Parties shall use reasonable efforts to resolve such dispute within 30 days. In the event that the Parties are unable to resolve such dispute within 30 days, the Parties shall retain a mutually agreeable, nationally recognized accounting firm (that does not have objected in writing a material relationship with any of the Parties, or any of their respective Affiliates) (the “Tax Allocation Referee”) to such draftresolve the disputed items. Notwithstanding anything to the contrary herein, the Draft Parties (and the Tax Allocation Referee, if applicable) shall resolve all disputed items no later than 30 days after retaining the Tax Allocation Referee. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall become the Final Allocation Statement, as defined belowbe adjusted to reflect such resolution. If Seller objects The fees and expenses payable to the Draft Tax Allocation Referee shall be split equally between Buyer and the SN Parties. The Parties agree to (i) be bound by the Allocation Statement in writing within such thirty and (30ii) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount act in accordance with the procedures set forth Allocation Statement in Section 3.3the preparation, Purchaser filing and Seller fail to agree on such allocation, audit of any disputed aspects of such allocation shall be resolved by Tax Return (including filing Form 8594 with a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation federal income Tax Return for the taxable year that includes the date of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure Closing). Neither Buyer nor the SN Parties shall agree to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any proposed adjustment to the Purchase Price pursuant to Section 3.3 Allocation Statement by any Tax Authority without first giving the other Party prior written notice; provided, however, that nothing contained herein shall prevent Buyer or the SN Parties from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Allocation Statement, and neither Buyer nor the SN Parties shall be allocated among the Assets required to litigate before any court any proposed deficiency or adjustment by reference to the item or items to which any Tax Authority challenging such adjustment is attributableAllocation Statement.

Allocation of Purchase Price. (a) No later than sixty At least twenty (6020) calendar days after Business Days prior to the final determination of Closing, the Adjusted Seller and the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment Amount in accordance with and the procedures Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Assets on the other hand, and to set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by on a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(aSchedule 2.7(a) (the “Final Initial Allocation StatementSchedule”), . The cash amounts allocated on Schedule 2.7(a) shall not be final and binding upon adjusted after the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total considerationdate thereof, except that to take into account any adjustment to the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) Initial Cash Consideration in accordance with this Agreement. Prior to Closing and consistently with Schedule 2.7(a), the allocation specified Seller and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities to the extent they are included in the Final amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation StatementSchedule”). Each The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation StatementSeller. Except as otherwise required by Law or pursuant to a “determination” under Section 1313 1313(a) of the Code (or any comparable provision of state state, local or local lawforeign Law), Purchaser and Seller agree to act, and to cause their Affiliates to act, in accordance with the allocations contained in the Closing Allocation Schedule, for all Tax purposes and that neither Purchaser nor Seller shall take, of them will (or shall 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 takebe filed under state, local or foreign Law), any refund claim, litigation, audit or otherwise. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be filed under state, local or foreign Law) and with completed copies of such forms. Each party will, subject to confidentiality obligations, provide to the other party a Tax position which is inconsistent copy of any appraisal obtained by such party in connection with the Final Allocation Statementallocation under this Section 2.7. In the event Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assetssuch appraisal, such party shall immediately notify the other party in writing as use its commercially reasonable efforts to the date and subject obtain a waiver of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableconfidentiality obligations.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Purchase Price shall be allocated among the final determination Purchased Assets, the grant of the Adjusted Payment Amount license under the Seller Multi-Application Technology pursuant to Section 2.5 and, as applicable, the grant of the sublicense pursuant to the Sublicense Agreement in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. IfCode and the Treasury Regulations promulgated thereunder, within thirty and the Acquiror and the Seller agree to (30a) calendar days of be bound by the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) act in accordance with the allocation specified in the Final Allocation Statement. Each preparation of Purchaser financial statements and Seller agrees to timely filefiling of all Tax Returns (including, or cause to be timely filedwithout limitation, IRS filing Internal Revenue Service Form 8594 (or any comparable form under state or local with their United States federal income Tax lawReturn for the taxable year that includes the date of the Closing) and in the course of any required attachment thereto in accordance Tax audit, Tax review or Tax litigation relating thereto, and (c) take no position and cause their Affiliates to take no position inconsistent with the Final Allocation Statement. Except as allocation for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to a “determination” under within the meaning of Section 1313 1313(a) of the Code (or any comparable provision of state or local law), neither Purchaser nor Code. The Acquiror shall initially determine and send written Notice to the Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for Purchase Price within thirty (30) days after the AssetsClosing Date. The Seller will be deemed to have accepted such allocation unless it provides written Notice of disagreement to the Acquiror within ten (10) days after the receipt of the Seller’s Notice of allocation. If the Seller provides such Notice of disagreement to the Acquiror, the parties shall proceed in good faith to determine the allocation in dispute. If, within ten (10) days after the Acquiror receive the Seller’s Notice of disagreement, the parties have not reached agreement, the Accountants shall be engaged to determine the final allocation in dispute. The Seller and the Acquiror shall share equally the fees of such Accountants. Not later than thirty (30) days prior to the filing of their respective Internal Revenue Service Forms 8594 relating to this transaction, each party shall immediately notify deliver to the other party in writing as to the date and subject a copy of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableits Internal Revenue Service Form 8594.

Allocation of Purchase Price. (ai) No later than sixty The Purchase Price shall be allocated between the Acquired Interests based on the percentages set forth on Schedule 4.2(d). (60ii) calendar days after For the final determination portion of the Adjusted Payment Amount Purchase Price that is allocated to the interest in accordance with the procedures set forth in Project Company pursuant to Section 3.34.2(d)(i), Purchaser shall prepare and deliver to Seller a draft Seller, within 60 days of the Closing, a statement (the “Draft U.S. Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement allocating such portion (plus any applicable liabilities) among the Assets for purposes of Section Project Company’s assets in a manner consistent with sections 755 and 1060 of the Code. IfThe U.S. Allocation Statement shall be considered final and binding on Purchaser and Seller, unless Seller determines in good faith that the U.S. Allocation Statement is unreasonable and provides Purchaser with notice of such determination within thirty (30) calendar fifteen days of the receipt delivery of the Draft U.S. Allocation Statement, in which case Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, and Purchaser and Seller shall negotiate in good faith to resolve their differences. If any disputed items. Ifdifferences cannot be resolved within fifteen days of such notice, within ninety Purchaser and Seller shall jointly retain an accounting firm that is nationally recognized in the United States (90the “Accounting Referee”) calendar days after to determine whether the final determination U.S. Allocation Statement is reasonable and, if not, to make only those adjustments as are required to cause the U.S. Allocation Statement to reflect a reasonable allocation of the Adjusted Payment Amount relevant portion of the Purchase Price under sections 755 and 1060 of the Code. (iii) Each of Seller and Purchaser agrees to (x) be bound by the U.S. Allocation Statement and (y) act, and cause its Affiliates to act, in accordance with the procedures set forth U.S. Allocation Statement in Section 3.3the preparation, Purchaser filing and Seller fail audit of any U.S. federal income Tax Return (including filing Form 8594 with any U.S. federal income Tax Return that it may be required to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation file for the taxable year that includes the date of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”Closing), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (biv) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance If an adjustment is made with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 1.3 or otherwise, the U.S. Allocation Statement shall be allocated among adjusted in accordance with Section 1060 of the Assets Code and as mutually agreed by reference Seller and Purchaser. In the event that an agreement is not reached within 20 days after the proposal by Purchaser of an adjustment to the item or U.S. Allocation Statement pursuant to this Section 4.2(d)(iv), any disputed items shall be resolved in the manner, and based on the standard, described in Section 4.2(d)(ii). Seller and Purchaser agree to which such adjustment is attributablefile, and to cause their respective Affiliates to file, any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the U.S. Allocation Statement as adjusted in the manner described in this Section 4.2(d)(iv). (v) Seller, Purchaser and their respective Affiliates shall use the Canadian dollar equivalent on the Closing Date of the portion of the Purchase Price so allocated to each Acquired Interest for all Canadian income Tax purposes and shall not file any Canadian income Tax Returns inconsistent therewith.

Allocation of Purchase Price. Sellers and Buyer agree to allocate the total consideration (aas determined for federal income Tax purposes) No later than sixty paid for the Purchased Assets (60including any Assumed Liabilities treated as consideration for federal and applicable state and local income Tax purposes) calendar days after among the final determination of the Adjusted Payment Amount Purchased Assets for all Tax purposes in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft”), the Draft Treasury Regulations promulgated thereunder and the methodology and principles set forth on Exhibit A attached hereto. Buyer (with Sellers’ cooperation as reasonably requested) shall deliver to Sellers within 60 days after the Closing Date an allocation schedule (the “Allocation Statement Schedule”) determined in accordance with this Section 2.04 and Exhibit A attached hereto, and Sellers shall become the Final Allocation Statement, as defined belowhave 30 days to review and provide any objections thereto in writing. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser Sellers and Seller Buyer shall negotiate attempt in good faith to resolve any disputed items. Ifsuch objection within the 30 days following delivery of Sellers’ objections; provided, that if the parties are unable to resolve any dispute with respect to the Allocation Schedule within ninety such 30 day period, either party may immediately engage ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (90) calendar days after or if ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP refuses or is unable to perform the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3requested services, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally other regionally recognized independent accounting firm mutually acceptable as is agreed to Purchaser by ▇▇▇▇▇ and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of Sellers in good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(afaith) (the “Final Allocation StatementNeutral Accountant”)) to resolve the remaining disputed items. Buyer and Sellers shall present their respective positions on the disputed items to the Neutral Accountant in writing, and the parties shall be final require the Neutral Accountant, within 30 days thereafter, acting as an expert and binding upon not an arbitrator, to resolve only the parties. Each of Purchaser matters objected to by Sellers and Seller shall bear all fees and costs incurred not resolved by it in connection the parties with respect to the determination of the allocation Allocation Schedule. The resolution by the Neutral Accountant of such matters shall be within the range of the total consideration, except that amounts claimed by the parties shall each pay one-half (50%) in their written submissions to the Neutral Accountant. All of the fees and expenses of the Neutral Accountant in connection with any dispute under this Section 2.04 shall be borne by the party whose positions (based on aggregate dollar amount) are furthest from the final determination of such accounting firm. (b) Purchaser and Seller shall report disputed items by the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation StatementNeutral Accountant. Each party shall bear any fees and expenses of Purchaser its own accountants, attorneys and Seller agrees other representatives with respect to timely file, or cause the matters described above. Buyer and Sellers each agree to be timely filed, IRS complete and file Form 8594 (or including any comparable form under state or local supplemental filing) with its applicable U.S. federal income Tax lawReturn, and shall file all Tax Returns (including amended returns and claims for refund) and any required attachment thereto information reports in accordance a manner consistent with the Final such finally determined Allocation Statement. Except as Schedule, unless otherwise required pursuant to applicable law or a “determination” under within the meaning of Section 1313 1313(a) of the Code (or any comparable similar provision of state or local applicable law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. (ai) No later than sixty (60) calendar days after the final determination The sum of the Adjusted Payment Amount Purchase Price and the amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and (ii) the amount allocated to the Acquired Assets sold by each such Seller shall be further allocated among such Acquired Assets in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeCode and the Treasury Regulations promulgated thereunder (the “Allocation”). IfThe Allocation shall be delivered by Buyer to Sellers within one hundred and twenty (120) days after the Closing. Sellers’ Representative, on behalf of Sellers, will have the right to raise reasonable objections to the Allocation within thirty (30) calendar days of the receipt of the Draft Allocation Statementafter Buyer’s delivery thereof, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser which event Buyer and Seller shall Sellers’ Representative will negotiate in good faith to resolve any disputed itemssuch dispute. If, If Buyer and Sellers’ Representative cannot resolve such dispute within ninety fifteen (9015) calendar days Business Days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects Sellers’ Representative notify Buyer of such allocation objections, such dispute with respect to the Allocation shall be resolved promptly by a nationally recognized independent accounting firm mutually acceptable to Purchaser the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and SellerSellers, on the other hand. The allocation decision of the total consideration, as agreed upon by Purchaser and Seller (as a result Neutral Accountant in respect of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon Buyer and Sellers. Buyer and Sellers shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the parties. Each Allocation absent a change in Law; 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 Purchaser the Allocation, and neither Buyer nor any Seller shall bear all fees be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Buyer and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and any applicable Seller shall report promptly notify and provide the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance other with the allocation specified reasonable assistance in the Final Allocation Statement. Each event of Purchaser and Seller agrees to timely filean examination, audit, or cause other proceeding relating to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with Taxes regarding the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price and the amount of the Assumed Liabilities pursuant to this Section 3.3 3.4. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall be allocated among survive the Assets by reference to the item or items to which such adjustment is attributableClosing Date without limitation.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days As soon as practicable after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3date hereof, Purchaser Seller shall prepare and deliver to Seller a draft of Buyer a statement (the “Draft Allocation Statement”"ALLOCATION STATEMENT") setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement Purchase Price (together with the Assumed Liabilities) among the Purchased Assets for purposes of in accordance with Section 1060 of the Code. If, within thirty . (30b) calendar Buyer shall have a period of fifteen (15) days after the delivery of the receipt of the Draft Allocation Statement, Seller shall not have objected Statement to present in writing to such draftSeller notice of any objections Buyer may have to the allocation set forth in the Allocation Statement. Unless Buyer timely objects, the Draft Allocation Statement shall become be binding on the Final Allocation Statement, as defined below. parties without further adjustment. (c) If Seller objects to Buyer shall raise any objections within the Draft Allocation Statement in writing within such thirty (30) calendar-15 day period, Purchaser Buyer and Seller shall negotiate in good faith and use their best efforts to resolve any disputed itemssuch dispute. If, If the parties fail to agree within ninety five (905) calendar days after the final determination delivery of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3notice, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that then the parties shall may each pay one-half (50%) of allocate the fees and expenses of such accounting firmPurchase Price as they determine. (bd) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed Any payment made pursuant to Section 1060 of the Code2.06(c) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 hereof shall be allocated among the Assets by reference to Class I and Class II assets (as defined in Section 1.1060- 1T(d)(2) of the item or items Treasury Regulations) to which such payment relates. (e) Seller and Buyer agree to (i) report, and to cause their Affiliates to report, an allocation of such Purchase Price among the Purchased Assets in a manner entirely consistent with the Allocation Statement if it is agreed upon (including any adjustment made pursuant to Section 2.07(d) hereof), (ii) act, and to cause their Affiliates to act, in accordance with such Allocation Statement in the preparation of financial statements and filing of all tax returns (including, without limitation, filing Form 8594 with its Federal income tax return for the taxable year that includes the date of the Closing) and in the course of any tax audit, tax review, or tax litigation relating thereto and (iii) take no position and cause their Affiliates to take no position inconsistent with the Allocation Statement if it is attributablefinally agreed upon (including any adjustment made pursuant to Section 2.07(d) hereof) for all tax and accounting purposes. (f) Not later than ten (10) days prior to the filing of their respective Form 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Allocation of Purchase Price. Within thirty (a30) No later than sixty days following the Closing, Purchaser shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Purchase Price among the Assets prepared in accordance with Section 1060 of the Code and the Treasury Regulations issued thereunder (60and any similar provision of state, local or foreign law, as appropriate) calendar (the “Purchase Price Allocation”). Within ten (10) days after the final determination receipt of such draft Purchase Price Allocation, Seller will propose to Purchaser in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Purchaser within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Purchaser and Seller will attempt in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Adjusted Payment Amount Code, within ten (10) days after Purchaser’s receipt of a timely written notice of objection or proposed changes from Seller. If Purchaser and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Purchaser and Seller each acting reasonably, for resolution. Promptly, but by not later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Purchase Price, which report shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Purchaser and one-half by Seller. Purchaser and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable Law. Seller and Purchaser shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation of the Purchase Price pursuant to this Section 2.3. Any adjustments to the Purchase Price mutually agreed by the Parties shall be allocated to the Assets in a manner consistent with the foregoing Purchase Price Allocation as finally agreed pursuant to the procedures set forth above. If there is a disagreement among the Parties as to the allocation as a result of an adjustment to the Purchase Price, the matter shall be submitted to the independent accounting firm in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmabove. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after Buyer and Seller agree that they shall allocate the final determination sum of the Adjusted Payment Amount in accordance with Cash Purchase Price and the procedures Assumed Liabilities among the Assets and the covenant not to compete (set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft 4.9 of a statement (the “Draft Allocation Statement”this Agreement) setting forth the allocation as of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Closing Date on Internal Revenue Service ("IRS") Form 8594, in accordance with Section 1060 of the Code. If, within thirty (30) calendar days Internal Revenue Code of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement1986, as defined below. If Seller objects to amended (the Draft Allocation Statement in writing within such thirty (30) calendar-day period"CODE"), Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and SellerTreasury regulations promulgated thereunder. The allocation described in the preceding sentence shall be determined by the joint agreement of Buyer and Seller based upon the fair market value of the total considerationAssets and such covenant not to compete, as agreed upon by Purchaser and of the Closing Date. Buyer shall provide Seller (as with a result copy of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) Buyer's proposed fair market value allocation (the “Final "ALLOCATION") as promptly as reasonably practicable; provided, however, that Buyer shall provide Seller with a copy of the Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with within 30 days after the determination of the allocation Cash Purchase Price pursuant to Section 2.3. In the event that Buyer and Seller are unable to agree on the Allocation within 90 days after the determination of the total considerationCash Purchase Price pursuant to Section 2.3, except that a third-party appraiser jointly selected by Buyer and Seller, the parties cost of which shall each pay one-half (50%) of be borne equally by Buyer and Seller, shall resolve all items with respect to the fees and expenses of such accounting firmAllocation to which there is a dispute between the parties. (b) Purchaser Buyer and Seller shall report timely file with the transaction contemplated by this Agreement (including income appropriate Tax reporting requirements imposed pursuant to Section 1060 authorities copies of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, agreed upon IRS Form 8594 and shall use the Allocation in the preparation of all Tax Returns (or including any comparable form under state or local Tax lawattachments thereto) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a for all other Tax position which is inconsistent with the Final Allocation Statementpurposes. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the AssetsAllocation, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any audit as promptly as reasonably practicable. (c) If any Tax Return filed by Buyer or Seller relating to the transactions contemplated hereby is challenged by the Tax authority with which such Tax Return was filed on the basis of the Allocation, as finally adjusted, the filing party shall assert in good faith the validity and correctness of the Allocation and such party shall not agree to any adjustment to the Purchase Price pursuant to Section 3.3 Allocation without obtaining the prior written consent of the other party (which consent shall not be allocated among unreasonably withheld). If any such Tax Return is challenged as herein described, the Assets by reference to party filing such Tax Return shall keep the item or items to which other party apprised of its decisions and the current status and progress of all administrative and judicial proceedings, if any, that are undertaken at the election of such adjustment is attributableparty with respect thereto.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Buyer and the final determination of the Adjusted Payment Amount Seller agree that in accordance with Revenue Ruling 99-6, 1999-1 CB 432, the procedures set forth purchase of the Membership Interests shall be treated as a purchase by Buyer of an undivided 50% interest in Section 3.3, Purchaser shall prepare each of the assets of RRP and deliver to Seller Termo Alpha. Buyer will determine a draft of Purchase Price and a statement (the “Draft Allocation Statement”) setting forth the final allocation of that price among the total consideration paid by Purchaser to Seller assets of RRP and Termo Alpha pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeInternal Revenue Code of 1986, as amended, and related Treasury Regulations (the “Final Allocation”). If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller Buyer shall not have objected provide such final allocation in writing to such draftSeller within 30 days after the Closing Date. The Seller shall, in good faith, have the Draft Allocation Statement shall become right to object to the Final Allocation Statement, as defined belowand any such objection shall be delivered to the Buyer in writing no more than 30 days after the Final Allocation is delivered to the Seller. If the Seller objects to objects, the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser Seller and Seller the Buyer shall negotiate in good faith to resolve any disputed itemsthe objection. IfIf the Seller and the Buyer cannot resolve such objection within 30 days, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation objection shall be resolved by a referred to Deloitte & Touche LLP (or if such firm is unwilling or unable to serve, another nationally recognized independent accounting firm mutually acceptable to Purchaser agreed on by the Buyer and the Seller for prompt resolution.) The decision of such accounting firm shall be binding on the Buyer and the Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon amended to reflect the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses decision of such accounting firmfirm or the results of any such negotiations. The cost and fees incurred from the services provided by such accounting firm will be split equally between Buyer and Seller. (b) Purchaser The Seller and Seller the Buyer (i) shall report the transaction contemplated be bound by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each for purposes of Purchaser determining any and Seller agrees all consequences with respect to timely filefederal, or cause state and local taxes of the transactions contemplated herein (ii) shall prepare and file all tax returns to be timely filed, IRS Form 8594 (or filed with any comparable form under state or local Tax law) and any required attachment thereto taxing authority in accordance a manner consistent with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code and (or any comparable provision of state or local law), neither Purchaser nor Seller iii) shall take, or shall permit its Affiliates to take, a Tax take no position which is inconsistent with the Final Allocation Statementin any tax return, in any discussion with or proceeding before any taxing authority, or otherwise. In the event that the Final Allocation is disputed by any party hereto receives taxing authority and in the event that the applicable statute of limitations has not expired with respect to either the Seller or the Buyer, the Party receiving notice of an audit in respect such dispute shall promptly notify and consult with the other Party hereto concerning resolution of such dispute, and no such dispute shall be finally settled or compromised without the mutual consent of the allocation of Seller and the consideration paid for the AssetsBuyer, such party which consent shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall not be allocated among the Assets by reference to the item or items to which such adjustment is attributableunreasonably withheld.

Allocation of Purchase Price. (a) No As soon as reasonably practicable and in no event later than sixty (60) calendar days after the final determination Closing Date, Purchaser shall provide Seller with an allocation of the Adjusted Payment Amount purchase price for federal income tax purposes, including any liabilities properly included therein among the Purchased Assets and the agreements provided for herein, for federal, state and local income tax purposes (the “Initial Allocation”). Within fifteen (15) days of the receipt of the Initial Allocation, Seller shall deliver a written notice (the “Objection Notice”) to Purchaser, setting forth in reasonable detail those items in the Initial Allocation that Seller disputes. If prior to the conclusion of such 15-day period, Seller notifies Purchaser in writing that it will not provide any Objection Notice or if Seller does not deliver an Objection Notice within such 15-day period, then Purchaser’s proposed Initial Allocation shall be deemed final, conclusive and binding upon each of the Parties. Within fifteen (15) days of Seller’s delivery of the Objection Notice, Seller and Purchaser shall attempt to resolve in good faith any disputed items and failing such resolution, the unresolved disputed items shall be referred for final binding resolution to an Arbitrating Accountant. The fees and expenses of the Arbitrating Accountant shall be paid fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. Such determination by the Arbitrating Accountant shall be (i) in writing, (ii) furnished to Purchaser and Seller as soon as practicable (and in no event later than thirty (30) days after the items in dispute have been referred to the Arbitrating Accountant), (iii) made in accordance with the procedures principles set forth in this Section 3.311.2, and (iv) non-appealable and incontestable by Purchaser shall prepare and deliver to Seller a draft of a statement (Seller. As used herein, the “Draft Allocation Statement”) setting forth Allocation” means the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement Purchase Price, the Assumed Liabilities and other related items among the Purchased Assets and the agreements provided for purposes herein as finally agreed between Purchaser and Seller or ultimately determined by the Arbitrating Accountant, as applicable, in accordance with this Section 11.2. The Allocation shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Purchaser and Seller shall each report the federal, state and local income and other Tax consequences of the transactions contemplated hereby in a manner consistent with the Allocation, including, if applicable, the preparation and filing of Forms 8594 under Section 1060 of the Code (or any successor form or successor provision of any future Tax Law) with their respective federal income Tax Returns for the taxable year which includes the Closing Date, and neither will take any position inconsistent with the Allocation on any Tax Return, before any Governmental Body or in any Tax Proceeding, in each case unless otherwise required under applicable Law. Seller shall provide Purchaser and Purchaser shall provide Seller with a copy of any information required to be furnished to the Secretary of the Treasury under Section 1060 of the Code. If, within thirty (30) calendar days Each of the receipt of the Draft Allocation Statement, Seller Parties shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to if it receives notice that any Governmental Body proposes any allocation different than that set forth on the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableAllocation.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “"Draft Allocation Statement”") setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s 's failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “"Final Allocation Statement”"), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “"determination” " under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. (a) No later than Within sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance Post-Closing Adjustment and the Final Purchase Price (or as soon as reasonably practicable thereafter), Parent shall provide to Purchaser a schedule allocating the Final Purchase Price (and any relevant liabilities and other relevant items treated as consideration for applicable Tax purposes) among each of (i) the Transferred Entities, with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver any amount allocated to Seller a draft Transferred Entity (or any Subsidiary of a statement Transferred Entity) for which a Section 338 Election is made, if any, or that is classified as a disregarded entity for U.S. federal income tax purposes allocated amongst the assets of such Transferred Entity (the “Draft Allocation Statement”or such Subsidiary) setting forth the allocation of the total consideration paid by Purchaser to Seller in a manner consistent with Exhibit L, (ii) any other assets acquired pursuant to this Agreement among the Assets (including any treated as having been acquired for purposes of Tax purposes) in accordance with Section 1060 of the CodeCode and the Treasury Regulations thereunder and (iii) the Specified Jurisdiction Mamba Assets and Liabilities (the “Allocation Schedule”). IfIf within forty-five (45) days after receiving the Allocation Schedule, within thirty Purchaser has not objected (30) calendar days or with respect to any portion of the receipt Allocation Schedule to which Purchaser has not timely objected), the Allocation Schedule (or such portion of the Draft Allocation Statement, Seller Schedule) shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowbe final and binding. If Seller within forty-five (45) days Purchaser objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day periodSchedule, Parent and Purchaser and Seller shall negotiate cooperate in good faith to resolve their differences. If any disputed itemsdifferences cannot be resolved in good faith within such time period, the provisions of Section 2.6(c), (d), and (e), shall apply mutatis mutandis to the adjudication of any properly noticed disagreements regarding the Allocation Schedule. IfPurchaser and Parent agree for all Tax reporting purposes to report (including on any Tax Returns and on IRS Form 8594) and, within ninety (90) calendar days after if applicable, IRS Form 8023 the final determination of the Adjusted Payment Amount transactions contemplated by this Agreement in accordance with the procedures set forth agreements in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (7.12 and the “Final Allocation Statement”)Schedule if and as finally determined pursuant to this Section 7.12, shall be final and binding upon to not take any position during the parties. Each course of Purchaser and Seller shall bear all fees and costs incurred by it in connection any audit or other legal proceeding inconsistent with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of agreements in this Section 7.12 as to Tax treatment or otherwise with respect to such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated Allocation Schedule unless required by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under within the meaning of Section 1313 1313(a) of the Code (or any comparable an analogous provision of state or local lawany other applicable Tax Law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (ba) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination Purchaser shall prepare a proposed allocation of the Adjusted Payment Amount Purchase Price (and all other capitalized costs) among the Purchased Assets in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code, which proposed allocation shall be delivered to Seller for review and comment within sixty days following the Closing Date (“Proposed Allocation Statement”). If, Seller shall provide to Purchaser in writing within thirty (30) calendar ten days of the receipt of such Proposed Allocation Statement any objections thereto. (b) If, within 10 days following the Draft receipt of the Proposed Allocation Statement, Seller shall does not have objected dispute any items contained in writing to such draftthe Proposed Allocation Statement, then the Draft Proposed Allocation Statement shall become be final and binding upon the parties (“Final Allocation Determination”). In the event that Seller disputes any items contained in the Proposed Allocation Statement, as defined below. If such disputes shall be resolved in the following manner: (i) Seller objects to the Draft Allocation Statement shall notify Purchaser in writing (the “Notice of Allocation Disagreement”) of such dispute within 10 days following Seller’s receipt of the Proposed Allocation Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Seller Disputed Items”). To the extent that Seller provides a Notice of Allocation Disagreement within such thirty (30) calendar10-day period, all items that are not Seller Disputed Items shall be final, binding and conclusive for all purposes hereunder. (ii) During the 15-day period following Purchaser’s receipt of a Notice of Allocation Disagreement, Seller and Purchaser shall use commercially reasonable efforts to resolve any Seller Disputed Items. If, at the end of such 15-day period, the parties have reached written agreement with respect to all matters covered by a Notice of Allocation Disagreement, the Proposed Allocation Statement shall be adjusted to reflect such written agreement and shall become final and binding upon the parties hereto. (iii) If, at the end of the 15-day period specified in subsection (b)(ii) above, Purchaser and Seller shall negotiate have failed to reach a written agreement with respect to all or a portion of such Seller Disputed Items (those Seller Disputed Items that remain in good faith dispute at the end of such period are the “Unresolved Allocation Changes”), then Purchaser and Seller shall promptly refer only those Unresolved Allocation Changes to resolve any disputed items. If, within ninety (90) calendar days after a mutually agreeable Firm to make a determination as to the final determination subject matter of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Unresolved Allocation Changes. If Purchaser and Seller fail to agree on such allocationa Firm within 15 days after the end of the 15-day period specified in subsection (b)(ii) above, any disputed aspects of such allocation the Firm shall be resolved selected by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Sellerthe American Arbitration Association. The allocation Firm shall issue its written decision as promptly as practicable and in any event within 15 days following the submission of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object Unresolved Allocation Changes to the Draft Allocation Statement or of good faith negotiations between Purchaser Firm for resolution, and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), such decision shall be final final, binding and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that conclusive on the parties shall each pay one-half (50%) of and become the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.Final

Allocation of Purchase Price. (a) No later than sixty (60) calendar Within 60 days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing Date, Purchaser Sellers shall prepare and deliver to Seller Purchaser a draft of a statement (the “Draft Allocation Statement”) setting forth their proposed calculation of the aggregate amount of consideration paid (taking into account the Assumed Liabilities and any other relevant amounts) by Purchaser in respect of the CRS Business and the Acquired Assets and the proposed allocation of such aggregate amount among the Acquired Assets, which allocation shall be prepared in accordance with Section 1060 of the Code, including the allocation of proceeds among the Sellers. If within 60 days after Purchaser’s receipt of the draft Allocation Statement, Purchaser shall not have objected in writing to such draft statement, then such draft statement shall become the Allocation Statement. In the event that Purchaser objects in writing within such 60-day period, Sellers and Purchaser shall negotiate in good faith to resolve the dispute. Notwithstanding any other provision in this Agreement to the contrary, if Purchaser and Sellers are unable to resolve any such dispute and agree on the Allocation Statement within the 30-day period following Purchaser’s objection to such draft statement, then Purchaser and Sellers shall each be entitled to use their own allocation of the consideration paid (taking into account the Assumed Liabilities and any other relevant amounts) by Purchaser in respect of the CRS Business and the Acquired Assets, which allocation shall be prepared in accordance with Section 1060 of the Code. (b) Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign law), the parties hereto agree to report the allocation of the total consideration paid by Purchaser with respect to Seller pursuant to this Agreement the CRS Business and the Acquired Assets (taking into account the Assumed Liabilities and any other relevant amounts) among the Acquired Assets for purposes of Section 1060 of in a manner consistent with the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, if any, and agree to act consistently in the preparation and filing of all Tax Returns (including filing IRS Form 8594(s) with their respective federal income Tax Returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, Treasury regulations, the Internal Revenue Service or any applicable state or local Taxing Authority) and in the course of any Tax audit, Tax review or Tax litigation relating thereto; provided that no Seller shall not have objected in writing nor any of their respective Affiliates nor the Purchaser nor any of its Affiliates will be obligated to litigate any challenge to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon aggregate consideration by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmTaxing Authority. (bc) Purchaser and Seller Each party hereto shall report promptly inform the transaction contemplated other parties of any challenge by this Agreement (including income Tax reporting requirements imposed pursuant any Taxing Authority to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 Statement (or any comparable form under state or local Tax law) portion thereof), if any, and the parties hereto agree to consult with each other and keep one another informed with respect to the status of any such challenge and any required attachment thereto in accordance discussion, proposal or submission with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributablethereto.

Allocation of Purchase Price. (a) No later than sixty On or before the Closing Date, the Purchaser will provide (60based on information previously disclosed by the Sellers) a non-binding draft of a statement for Tax purposes and substantially in the form of Schedule D (the “Allocation Statement”) setting forth a preliminary calculation of the amount of the Purchase Price to be allocated first among the Acquired Assets, and second, between Sellers. (b) Within 60 calendar days after the final determination of Final Closing Statement is finalized (pursuant to subsections 2.4(b) and 2.4(c)), the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller the Sellers a draft of a statement (the “Draft revised Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty fifteen (3015) calendar days of Business Days after the Sellers’ receipt of the Draft such revised draft Allocation Statement, Seller shall the Sellers have not have objected in writing to such draftdraft Allocation Statement, then the Draft draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft final Allocation Statement and subsection 2.5(d) shall apply. In the event that the Sellers object in writing within such thirty fifteen (3015) calendar-day Business Day period, the Sellers and the Purchaser and Seller shall negotiate in good faith to resolve any disputed itemsthe dispute. If, If the Sellers and the Purchaser are unable to reach an agreement within ninety fifteen (9015) calendar days Business Days after the final determination Purchaser’s receipt of the Adjusted Payment Amount Sellers’ written objection, then each of the Sellers and the Purchaser shall use its own allocation for Tax purposes, and neither the Sellers nor the Purchaser shall be bound by this Section 2.5, other than subsection 2.5(c). (c) Without regard to whether Section 1060 of the Code applies to this sale, the Allocation Statement and the allocation reported on the Tax Returns of the parties will be prepared in accordance with Section 1060 of the procedures set forth in Section 3.3, Purchaser Code and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser the rules and Sellerregulations promulgated thereunder. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement will be modified appropriately to take into account subsequent adjustments or of good faith negotiations between additional payments which are treated as purchase price for U.S. federal income Tax purposes. (d) If an Allocation Statement is agreed to by the Sellers and the Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”pursuant to subsection 2.5(b), shall be final and binding upon then the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of parties hereto agree to report the allocation of the total consideration, except that consideration among the parties shall each pay one-half (50%) of Acquired Assets in a manner consistent with the fees Allocation Statement and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant agree to Section 1060 of the Code) act in accordance with the allocation specified Allocation Statement in the Final Allocation Statement. Each preparation and filing of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS all Tax Returns (including Form 8594 (with their respective U.S. federal income tax returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, applicable Treasury Regulations, the Internal Revenue Service or any comparable form under applicable state or local Tax lawtaxing authority) and in the course of any required attachment thereto Tax audit, Tax review or Tax litigation relating thereto. (e) If an Allocation Statement is agreed to by the Sellers and the Purchaser pursuant to subsection 2.5(b), the Purchaser and the Sellers will promptly inform each other of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.5 and shall consult with and keep each other informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge. (f) Notwithstanding the foregoing in accordance with this Section 2.5, a Seller may modify the Final Allocation Statement. Except as Statement if an alternative allocation of Purchase Price is imposed on a Seller (or is otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets Seller) by reference to the item or items to which such adjustment is attributablea non-Tax Governmental Authority.

Allocation of Purchase Price. Seller, using the Allocated Values determined under Section 3.2 to the extent applicable, shall prepare an allocation of the Adjusted Purchase Price on a schedule (athe “Proposed Section 1060 Allocation Schedule”) No later than sixty (60) calendar for purposes of, and in accordance with, Section 1060 of the Code and the regulations promulgated thereunder within 30 days after following the final determination of the Adjusted Payment Amount Purchase Price under Section 8.4(b). Purchaser shall notify Seller in accordance with writing of any objections to the procedures set forth in Proposed Section 3.31060 Allocation Schedule within 15 days of receipt thereof and if, within 30 days after delivery of notice of such objection, Purchaser and Seller cannot agree to a final allocation schedule to be used for income Tax reporting purposes, Purchaser and Seller shall prepare and deliver submit the disputed matters to Seller a draft of a statement (binding arbitration pursuant to Section 12.2 to finally determine the “Draft Allocation Statement”) setting forth the proper allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets Adjusted Purchase Price for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of and shall request that the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the arbitrator issue a final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) schedule (the “Final Section 1060 Allocation StatementSchedule”), shall be final ) within 30 days of the submission of the dispute. Seller and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of agree that the allocation of the total consideration, except that Adjusted Purchase Price as set forth on the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Final Section 1060 Allocation Schedule shall be used by Seller and Purchaser as the basis for reporting asset values and other items for purposes of the Code) all federal, state and local Tax Returns, including without limitation Internal Revenue Service Form 8594. Seller and Purchaser further agree that each will take no position inconsistent with such allocations on any applicable Tax Return, in accordance with the allocation specified any audit or proceeding before any Governmental Body related to Taxes, in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely fileany report made for Tax, financial accounting or any other purpose, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statementotherwise. In the event that the allocation described herein is disputed by any party hereto receives Governmental Body, the Party receiving notice of an audit in respect of the allocation of the consideration paid for the Assets, such party dispute shall immediately promptly notify the other party in writing as to Party concerning resolution of the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributabledispute.

Allocation of Purchase Price. (ai) No later than sixty (60) calendar days after the final determination The sum of the Adjusted Payment Amount Purchase Price and the amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and (ii) the amount allocated to the Acquired Assets sold by each such Seller shall be further allocated among such Acquired Assets in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeCode and the Treasury Regulations promulgated thereunder (the “Allocation”). IfThe Allocation shall be delivered by Buyer to Sellers within one hundred and eighty (180) days after the Closing. Sellers’ Representative, on behalf of Sellers, will have the right to raise reasonable objections to the Allocation within thirty (30) calendar days of the receipt of the Draft Allocation Statementafter Buyer’s delivery thereof, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser which event Buyer and Seller shall Sellers’ Representative will negotiate in good faith to resolve any disputed itemssuch dispute. If, If Buyer and Sellers’ Representative cannot resolve such dispute within ninety fifteen (9015) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects Sellers’ Representative notify Buyer of such allocation objections, such dispute with respect to the Allocation shall be resolved promptly by a nationally recognized independent accounting firm mutually acceptable to Purchaser the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and SellerSellers, on the other hand. The allocation decision of the total consideration, as agreed upon by Purchaser and Seller (as a result Neutral Accountant in respect of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon Buyer and Sellers. Buyer and Sellers shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the parties. Each Allocation absent a change in Law; 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 Purchaser the Allocation, and neither Buyer nor any Seller shall bear all fees be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Buyer and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and any applicable Seller shall report promptly notify and provide the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance other with the allocation specified reasonable assistance in the Final Allocation Statement. Each event of Purchaser and Seller agrees to timely filean examination, audit, or cause other proceeding relating to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with Taxes regarding the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price and the amount of the Assumed Liabilities pursuant to this Section 3.3 3.4. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall be allocated among survive the Assets by reference to the item or items to which such adjustment is attributableClosing Date without limitation.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Purchase Price, as increased by the final determination Liabilities of the Adjusted Payment Amount Company as of the Effective Time and the Assumed Liabilities (including, for the avoidance of doubt, the Outstanding Indebtedness Amounts and the Employee Amounts), in each case, as finally determined pursuant to Section 1.4, and all other amounts constituting consideration for U.S. federal income Tax purposes (the “Tax Consideration”) shall be allocated among the assets of the Company for all Tax purposes in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. IfWithin ninety (90) days after the Final Closing Adjustment is determined in accordance with Section 1.4, within Buyer shall provide Seller with a draft allocation of the Tax Consideration among the assets of the Company (the “Allocation”). Seller shall have thirty (30) calendar days of the from receipt of said Allocation to review the Draft Allocation. To the extent that Seller disagrees with the Allocation Statementor any items therein, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement notify Buyer in writing within such thirty (30) calendar-day period, Purchaser and Seller period as prescribed by the immediately preceding sentence. The Parties shall negotiate thereafter endeavor in good faith to resolve any disputed items. Ifsuch dispute and to the extent they are unable to do so within ten (10) Business Days, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation dispute shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object Independent Accounting Firm pursuant to the Draft Allocation Statement or provisions of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”1.4(g), which resolution shall be final final, conclusive and binding upon on the partiesParties. Each of Purchaser Buyer, the Company and Seller shall bear (and shall cause their respective Affiliates, including, in the case of Seller, the Rolling Mill Affiliates, to) report, act and file Tax Returns in all fees respects and costs incurred by it in connection for all Tax purposes consistent with the determination of the allocation of the total consideration, except that the parties Allocation. No Party shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income take any position for Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance purposes inconsistent with the allocation specified in Allocation unless required by any determination within the Final Allocation Statement. Each meaning of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller Code. Each Party shall take, or shall permit its Affiliates provide prompt notice to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as Party of any audit, inquiry, assessment, Actions or similar events by any Governmental Authority with respect to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableAllocation.

Allocation of Purchase Price. (a) No later than sixty ninety (6090) calendar days after the final determination Closing, Assignee shall provide to Assignor an allocation of the Adjusted Payment Amount Purchase Price, plus any liabilities of the Company deemed assumed by Assignee for U.S. federal income tax purposes (in each case to the extent treated as consideration for U.S. federal income tax purposes) among the Company’s assets in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeCode and the Treasury Regulations thereunder (the “Purchase Price Allocation”). IfThe Purchase Price Allocation shall be conclusive and shall be binding on Assignee, the Company, and Assignor unless Assignor objects in writing within thirty (30) calendar days of the receipt of such allocation. In the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller event that Assignor objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day perioddays, Purchaser Assignee and Seller Assignor shall negotiate in good faith to resolve any disputed itemsthe dispute. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser If Assignee and Seller Assignor fail to agree on such allocationallocation within thirty (30) days following Assignor’s written objection, any disputed aspects of such allocation shall be resolved determined, within a reasonable time, by a an independent, nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser Assignor and Seller Assignee (the “Independent Appraiser”) to determine the resolution of solely those items in dispute. Assignor, on the one hand, and Assignee, on the other hand, shall each bear and pay one-half of the fees and other costs charged by the Independent Appraiser. The Purchase Price Allocation as finally determined pursuant to this Section 9.3, shall be binding upon the Company, Assignee and Assignor. The Assignee agrees to file Internal Revenue Service Form 8594, if applicable, and Company, Assignee and Assignor agree to file all federal, state, local, and foreign Tax returns in accordance with such agreed allocation (giving effect to mutually agreed upon adjustments as a result of either Seller’s failure to object adjustments to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”Purchase Price), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (by applicable Law, no Party or any comparable provision of state or local law), neither Purchaser nor Seller its respective Affiliates (including the Company) shall take, or shall permit its Affiliates to take, take a Tax position which that is inconsistent with the Final Allocation Statement. In the event Purchase Price Allocation; provided, however, that nothing in this Section 9.3 shall prevent Assignee or Assignor, or any party hereto receives notice of an audit in their respective Affiliates, from settling, or require any of them to litigate, any challenge, proposed deficiency, adjustment, or other similar proceeding by any Taxing Authority with respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant Allocation. The Company, Assignee, and Assignor agree to Section 3.3 provide the other promptly with any other information reasonably required to complete such Form 8594. The Assignee shall be allocated among notify Assignor and Assignor shall provide Assignee with reasonable assistance in the Assets by reference to event of an examination, audit or other proceeding regarding the item or items to which such adjustment is attributableagreed upon allocation of the Purchase Price.

Allocation of Purchase Price. (a) No Schedule 2.4(a) sets forth the allocation of the Purchase Price among the aggregate Membership Interests of each of the Acquired Companies. (b) Not later than sixty ninety (6090) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Purchase Price pursuant to Section 3.32.3, Purchaser shall prepare and deliver to Seller a draft of Sellers a statement (the “Draft Allocation Statement”) setting forth allocating the allocation Purchase Price (plus the liabilities of each Acquired Company to the extent properly taken into account under Section 1060 of the total consideration paid by Purchaser to Seller pursuant to this Agreement Code) among the Assets for purposes in accordance with Section 1060 of the Code and consistent with the allocation set forth on Schedule 2.5(a). Sellers will have twenty (20) days to review and comment on the Allocation Statement, and Purchaser will make such revisions as are timely and reasonably requested by Sellers in writing to the extent such revisions are consistent with the principles of Section 1060 of the Code. If, within thirty (30) calendar days of Code and the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures allocation set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller Schedule 2.4(a) (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (finalized, the “Final Allocation Statement”), shall . Sellers and Purchaser agree to (i) be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred bound by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax lawii) and any required attachment thereto act in accordance with the Final Allocation Statement. Except Statement in the preparation, filing and audit of any Tax Return (including filing of IRS Form 8594 with a federal income Tax Return for the taxable year that includes the date of the Closing) except as otherwise required by applicable Law, (iii) cooperate in the filing of any forms (including IRS Form 8594) required to be filed with regard to the Final Allocation Statement, including any amendments to such forms required pursuant to a “determination” under Section 1313 of the Code any applicable Law or this Agreement and (or any comparable provision of state or local law)iv) take no position, neither Purchaser nor Seller shall take, or shall permit its and cause their Affiliates to taketake no position, a Tax position which is inconsistent with the Final Allocation StatementStatement on any applicable Tax Return or in any proceeding before any Taxing Authority. In If the event Final Allocation Statement is disputed by any party hereto receives Taxing Authority, the Party receiving notice of an audit in respect of the allocation of the consideration paid for the Assets, such party dispute shall immediately promptly notify the other party Party, and the Parties agree (and shall cause their respective Affiliates) to defend such Final Allocation Statement in writing as any Proceeding. Not later than thirty (30) days prior to the date and subject filing of such audit. Any adjustment their respective IRS Forms 8594 relating to the Purchase Price pursuant this transaction, each Seller shall deliver to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributablePurchaser a copy of its IRS Form 8594.

Allocation of Purchase Price. Purchaser shall prepare an allocation of the Purchase Price (and all other capitalized costs) among the Purchased Assets in accordance with Code Section 1060 and the Treasury regulations thereunder (and any similar provisions of state, local or foreign Law, as appropriate). Within 15 days of the determination of any adjustments pursuant to Section 3.2(c) or 7.14, Purchaser shall deliver to the Sellers such allocation. The Sellers shall within 5 days after receipt of such allocation give written notice to Purchaser of their agreement or disagreement with such allocation. If the Sellers object to Purchaser’s allocation, the Sellers shall give Purchaser written notice of the objections and the Sellers and Purchaser shall use Commercially Reasonable Efforts to resolve the differences. If within 30 days after the date on which the Sellers have given Purchaser notice of any objections, the parties have not adopted the allocation, any dispute related thereto shall be referred to an accounting firm selected by Purchaser and the Representative (or, if Purchaser and the Representative are unable to agree, an independent accounting firm selected by Purchaser’s and the Sellers’ independent accounting firms) (such firm, the “Accounting Firm”) and resolved within 30 days after such referral. The Accounting Firm’s determination shall be final, binding and conclusive upon Purchaser, the Sellers, and their respective Affiliates. The costs, expenses, and fees of the Accounting Firm shall be borne equally by the parties. The resulting allocation, whether or not objected to by the Sellers or as determined by the Accounting Firm, is referred to as the “Allocation Agreement”. Purchaser, each of the Sellers, and their respective Affiliates shall be bound by the Allocation Agreement and shall, as applicable, (a) No later than sixty complete and execute a Form 8594 Asset Acquisition Statement under Code Section 1060 promptly upon receipt of such allocation, in a manner consistent with the Allocation Agreement, (60b) calendar days after file a copy of such form with their respective tax returns for the final determination of period which includes the Adjusted Payment Amount Closing, and (c) act in accordance with such allocation in the procedures set forth in Section 3.3, Purchaser shall prepare preparation of all financial statements and deliver to Seller a draft filing of a statement (the “Draft Allocation Statement”) setting forth the allocation all Tax Returns. None of the total consideration paid by Purchaser parties hereto shall take any action or position or cause their Affiliates to Seller pursuant to this take any action or position inconsistent for tax or accounting purposes with the Allocation Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount prepared in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”)3.5, shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as unless otherwise required pursuant to a “determination” under Section 1313 of by the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributablerelevant taxing authority.

Allocation of Purchase Price. (a) No As promptly as practicable after the Purchase Price (as adjusted pursuant to Section 2.09, Section 2.10 and Section 2.12) is finally determined, but not later than sixty (60) calendar 45 days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3thereafter, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth ), allocating the allocation Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the total consideration paid by Purchaser to Seller pursuant to this Agreement Code) among the Purchased Assets for purposes of in accordance with Section 1060 of the Code. If, within thirty (30) calendar 10 days after the delivery of the receipt of the Draft Allocation Statement, Seller shall not have objected notifies Purchaser in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller that Purchaser objects to the Draft allocation set forth in the Allocation Statement in writing within such thirty (30) calendar-day periodStatement, Purchaser and Seller shall negotiate in good faith use Commercially Reasonable Efforts to resolve any disputed itemssuch dispute within 20 days. If, In the event that Purchaser and Seller are unable to resolve such dispute within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.320 days, Purchaser and Seller fail to agree on such allocation, any disputed aspects shall jointly retain an independent certified public accounting firm of such allocation shall be resolved by a nationally recognized independent accounting standing (other than any such firm mutually acceptable that audited the financial statements of Purchaser or Seller or any Affiliate of either within the three calendar years before such retention) reasonably satisfactory to Purchaser and Seller. The Seller to determine the appropriate allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the partiesdisputed items. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the Upon allocation of the total considerationdisputed items by such independent accounting firm, except that the parties allocation reflected on the Allocation Statement shall each pay one-half (50%) be adjusted accordingly, and such adjusted Allocation Statement shall be the Allocation Statement for all purposes of the this Agreement. The costs, fees and expenses of such the independent accounting firmfirm shall be borne equally by Purchaser and Seller. (b) Each of Seller and Purchaser agrees, except as required by a Final Determination, to (i) be bound by the Allocation Statement for Tax purposes and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Codeii) act in accordance with the allocation specified Allocation Statement in the Final Allocation Statement. Each preparation, filing and audit of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS any Tax Return (including filing Form 8594 (or any comparable form under state or local with its federal income Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid Return for the Assetstaxable year that includes the Closing Date). (c) Not later than 30 days prior to the filing of their respective Forms 8594 relating to the transactions contemplated hereby, such each party shall immediately notify deliver to the other party in writing as to the date and subject a copy of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableits Form 8594.

Allocation of Purchase Price. The Purchase Price (aas determined for federal income tax purposes, including any liabilities of the Company that are required to be treated as part of the Purchase Price for federal income tax purposes) No later than shall be allocated among the assets of the Company in accordance with Sections 1060 and 755 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law). The Buyer shall deliver to the Sellers within sixty (60) calendar days Business Days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller Closing Date a draft of a statement purchase price allocation (the “Draft Allocation StatementProposed Allocation”). The Buyer shall promptly provide to the Sellers such backup or supporting data (including appraisals to the extent available) setting forth relating to the allocation preparation of the total consideration paid by Purchaser Proposed Allocation as the Sellers may reasonably request. The Sellers shall accept and agree to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 Proposed Allocation unless any one or more of the CodeSellers, acting in good faith, object to the Proposed Allocation, in which case such Seller or Sellers (as the case may be) shall, within fifteen (15) Business Days after receipt of the Proposed Allocation and requested supporting documentation, deliver written notice to the Buyer of such objection. IfSuch notice shall specify in reasonable detail the items in the Proposed Allocation to which the Seller or Sellers object and the basis for such objection. Following delivery of such notice, the Sellers and the Buyer shall cooperate in good faith to reach a mutually acceptable agreement regarding such disputed items. In the event that the parties cannot mutually agree upon a resolution with respect to such disputed items within thirty (30) calendar days Business Days of the Buyer’s receipt of such notice, then each Seller and the Draft Allocation StatementBuyer shall each be entitled to determine the allocation of the Purchase Price among the assets of the Company in any manner each Seller or the Buyer, respectively, may determine in its sole discretion, and each Seller and the Buyer shall not have objected in writing no liability to the other with respect to such draftdetermination or allocation. In the event that the parties mutually agree upon a Proposed Allocation, the Draft Allocation Statement shall become Buyer Parties and the Final Allocation StatementSellers agree to (a) be bound by the purchase price allocation established in accordance with this Section 1.3 (the “Purchase Price Allocation”), as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30b) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount act in accordance with the procedures set forth Purchase Price Allocation in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects the filing of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement Tax Returns (including income Tax reporting requirements imposed pursuant to Section 1060 of the CodeIRS Form 8594) in accordance with the allocation specified and in the Final Allocation Statement. Each course of Purchaser any Tax audit, Tax examination or Tax litigation relating thereto, and Seller agrees to timely file, or (c) take no position and cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its their Affiliates to take, a Tax take no position which is inconsistent with the Final Purchase Price Allocation Statement. In for Tax purposes, in the event any party hereto receives notice case of an audit each of clauses (a) through (c) unless otherwise required by a change in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as applicable Law or pursuant to the date good faith resolution of a Tax contest. The Sellers and subject of such audit. Any adjustment the Buyer shall make appropriate adjustments to the Purchase Price pursuant Allocation to Section 3.3 shall be allocated among the Assets by reference reflect any adjustments to the item or items to which such adjustment is attributablePurchase Price.

Allocation of Purchase Price. (a) No later than sixty The Parties will, at their own cost, file all Tax Returns consistently with the allocation of the Purchase Price determined in accordance with this Section 3.7. The allocation of the Purchase Price will be negotiated by the Parties in accordance with Applicable Tax Law, it being agreed that for Tax purposes no part of the Purchase Price shall be allocable to the assets of Seller's Qualified Decommissioning Fund (60subject to the receipt of a favorable IRS letter ruling allowing such non-allocation). Seller shall include with the Estimated Closing Statement, or deliver to each Purchaser prior to delivery of the Estimated Closing Statement, Seller's proposed allocation of the Purchase Price to property included in the Purchased Assets (the "Property Allocation"). The Property Allocation shall be consistent with Code Section 1060 and the regulations thereunder ("Applicable Tax Law") and shall be prepared in a manner which facilitates Property Tax reporting and sales/use Tax reporting. Within eight (8) calendar days after delivery of the Property Allocation by Seller to each Purchaser, each Purchaser may object in good faith to the Property Allocation in writing. If such Purchaser so objects to the Property Allocation within such eight (8) day period, the Parties shall attempt to resolve their differences by negotiation prior to the Closing Date. If the Parties are unable to do so, the disputed objections and the Property Allocation shall be referred to the Independent Accounting Firm for final determination within seven (7) calendar days after from the final date of referral, the Independent Accounting Firm shall be instructed to deliver to such Purchaser and Seller a written determination of the Adjusted Payment Amount proper allocation of such disputed items within seven (7) calendar days from the date of referral thereof to the Independent Accounting Firm, the Property Allocation shall be adjusted in accordance with such determination and the procedures set forth in Closing Date shall be postponed until the Independent Accounting Firm shall have rendered such determination. (b) Contemporaneous with agreement by Seller and such Purchaser to the Post-Closing Statement as provided by Section 3.33.5(b), but no later than ninety (90) days after the Closing Date, such Purchaser shall prepare propose and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the preliminary allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among Purchase Price, which shall include the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft final Property Allocation Statement, Seller shall and not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects change any amount allocated to the Draft Allocation Statement Owned Real Property or any other immovable personal property included in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) Purchased Assets (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable."Allocation"

Allocation of Purchase Price. The Parties agree to allocate the Upfront Purchase Price (aand any other amounts treated as consideration for U.S. federal income tax purposes) No among the Equity Interests and the Transferred Assets (the “Purchase Price Allocation”). The Parties agree to cooperate in good faith to agree on a methodology which shall be used by Sellers to prepare Schedule 2.12, which Schedule will set forth a preliminary valuation with respect to certain Transferred Entities and Transferred Assets listed therein and which Sellers shall deliver to Buyer no later than fifteen (15) days prior to the Principal Closing Date. The Parties agree that such preliminary valuation will be updated in the Purchase Price Allocation as determined pursuant to this Section 2.12. The Purchase Price Allocation shall be determined by the Parties acting in good faith on an arm’s length basis and in accordance with Section 1060 of the Code and any similar provision of state, local, or non-U.S. Law. Within sixty (60) calendar days after the final Principal Closing Date, Sapphire shall deliver to Buyer a draft Purchase Price Allocation with respect to the Preliminary Upfront Purchase Price. Sapphire may deliver to Buyer amended Purchase Price Allocations with respect to (i) the Final Upfront Purchase Price, within sixty (60) calendar days after the determination of the Adjusted Payment Amount Final Upfront Purchaser Price in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare 2.11; and deliver to Seller a draft of a statement (the “Draft Allocation Statement”ii) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. Ifany Earnout Payments, within thirty sixty (3060) calendar days after payment of the any Earnout Payment has been made in accordance with Section 2.17. If within 30 days after Buyer’s receipt of the Draft any draft Purchase Price Allocation Statement, Seller shall Buyer has not have objected in writing to such draftdraft Purchase Price Allocation, the Draft Allocation Statement it shall become final. In the Final Allocation Statement, as defined below. If Seller event that Buyer objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller the Parties shall negotiate in good faith to resolve any disputed itemsthe dispute. IfIf the Parties are unable to resolve such dispute, within ninety such dispute shall be resolved promptly by an Independent Firm (90) calendar days after selected pursuant to the final determination of the Adjusted Payment Amount in accordance with the procedures process set forth in Section 3.32.11(e)), Purchaser and Seller fail to agree on such allocation, any disputed aspects the costs of such allocation which shall be resolved split equally by a nationally recognized independent accounting firm mutually acceptable to Purchaser Sellers, on the one hand, and SellerBuyer, on the other hand. The allocation of the total consideration, as agreed upon determination made by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), such Independent Firm shall be final and binding upon on the partiesParties. Each of Purchaser The Parties shall file their Tax Returns (and Seller shall bear all fees and costs incurred by it in connection with IRS Form 8594, if applicable) on the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses basis of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed Purchase Price Allocation, as it may be amended pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser this Agreement, and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (no Party shall thereafter take a Tax Return position or any comparable form under state or local other position for applicable Tax law) and any required attachment thereto in accordance purposes that is inconsistent with the Final such Purchase Price Allocation Statement. Except as unless otherwise required pursuant to a final “determination” under as defined in Section 1313 1313(a) of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, by a Tax position which is inconsistent with Authority; provided, however, that nothing contained herein shall prevent the Final Allocation Statement. In the event Parties from reasonably settling any party hereto receives notice proposed deficiency or adjustment by any Tax Authority based upon or arising out of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant Allocation, and the Parties shall not be required to Section 3.3 shall be allocated among the Assets litigate before any court any proposed deficiency or adjustment by reference to the item any Tax Authority challenging such proposed deficiency or items to which such adjustment is attributableby any Tax Authority.

Allocation of Purchase Price. (a) No later than The Purchase Price (including for these purposes the amount of any assumed liabilities included as a part of the purchase price for U.S. federal income Tax purposes) shall be allocated among the Company Entity assets in the manner required by Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local or non-U.S. Law) (the “Allocation”). A draft Allocation shall be prepared by Purchaser for the review and approval of Seller within sixty (60) calendar days after the final determination date of Closing. If within thirty (30) days after delivery of the Adjusted Payment Amount Allocation, Seller notifies Purchaser in accordance with writing that Seller objects to the procedures allocation set forth in Section 3.3the Allocation, Purchaser and Seller shall prepare use commercially reasonable efforts to resolve such dispute within thirty (30) days thereafter. In the event that Purchaser and deliver Seller are unable to resolve such dispute within such thirty (30) day period, Purchaser and Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. Ifshall, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within after such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith submit the disputed items to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with Neutral Auditor for resolution under the procedures set forth in Section 3.3, this Section. Purchaser and Seller fail shall make available to the Neutral Auditor, in connection with the foregoing, all relevant work papers relating to the Allocation calculation. Each Party agrees to promptly execute a reasonable engagement letter, if requested to do so by the Neutral Auditor. Purchaser and Seller, and their respective Representatives, shall cooperate fully with the Neutral Auditor. The Neutral Auditor, acting as an expert and not an arbitrator, shall resolve such disputed items and determine the values to be ascribed thereto, and using those values (together with other items not in dispute) determine the final Allocation as of the Closing Date. The Parties hereby agree on that the Neutral Auditor shall only decide the specific disputed items, the values ascribed thereto and using those values (together with the other items included in the draft Allocation) determine the final Allocation, and the Neutral Auditor’s decision with respect to such allocationdisputed items and values must be within the range of values assigned to each such item in the draft Allocation and the notice of objection, any disputed aspects of such allocation shall respectively. All fees and expenses relating to the work, if any, to be resolved performed by a nationally recognized independent accounting firm mutually acceptable to the Neutral Auditor will be borne equally by Purchaser and Seller. The allocation of Neutral Auditor shall be directed to resolve the total consideration, as agreed upon by disputed items and amounts and deliver to Purchaser and Seller a written determination of the final Allocation (as such determination to be made consistent with this Section, including a result of either Seller’s failure worksheet setting forth all material calculations used in arriving at such determination and to object be based solely on information provided to the Draft Allocation Statement or of good faith negotiations between Neutral Auditor by Purchaser and Seller) within thirty (30) days after being retained (or determined by an accounting firm under such longer period as the Neutral Auditor may reasonably require), which determination will be final, binding and conclusive on the Parties and their respective Affiliates and representatives, successors and assigns. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 3.9(a) (the “Final Allocation Statement”), shall be final the exclusive mechanism for resolving disputes, if any, regarding the Allocation and binding upon neither Seller nor Purchaser shall be entitled to indemnification pursuant to Article 11 for Losses resulting or arising from the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmAllocation. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement file all Tax Returns (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely fileincluding, or cause to be timely filedbut not limited to, IRS Form 8594 (or any comparable form under state or local Tax law8594) and any required attachment thereto in accordance consistent with the Final Allocation. Neither Purchaser nor Seller shall take any Tax position inconsistent with such Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), and neither Purchaser nor Seller shall take, or shall permit its Affiliates agree to take, a Tax position which is inconsistent with any proposed adjustment to the Final Allocation Statement. In the event by any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify Taxing authority without first giving the other party in writing as prior written notice; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Taxing authority based upon or arising out of the Allocation, and neither Purchaser nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such Allocation. (c) Not later than ten (10) Business Days prior to the date filing of their respective IRS Forms 8594 relating to this transaction, each of Purchaser and subject of such audit. Any adjustment Seller shall deliver to the other party a copy of its IRS Form 8594. If the Final Purchase Price is adjusted pursuant to Section 3.3 this Agreement, the Allocation shall be allocated among adjusted in a manner consistent with such adjustment. (d) Seller and Purchaser agree that the Assets final Allocation shall be used by reference Seller and Purchaser as the basis for reporting asset values and other items for purposes of all federal, state, and local Tax Returns, and that neither Seller nor Purchaser or their respective Affiliates will take positions inconsistent with such allocation in notices to any Governmental Authority, in audits or other proceedings with respect to Taxes, or in other documents or notices relating to the item or items to which such adjustment is attributabletransactions contemplated by this Agreement.

Allocation of Purchase Price. (a) No later than sixty thirty (6030) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing Date, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, If Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a3.6(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. (a) No later than sixty For Tax purposes, Purchaser and the Sellers shall allocate the Final Purchase Price among the LLC Interests purchased by the Purchaser (60) calendar days after excluding the final determination LLC Interests held by the Corporation), the Corporation Shares purchased by the Purchaser (excluding the Corporation Shares held by ADCC), the ADCC Shares purchased by the Purchaser, and the covenants of the Adjusted Payment Amount in accordance with the procedures Sellers set forth in Section 3.37.10, as set forth on Section 2.5 of the Disclosure Schedule. Within ninety (90) days after the completion of the adjustment of the Initial Purchase Price described in Section 2.3, Purchaser shall prepare and deliver provide to Seller a draft the Equityholders’ Representative Purchaser’s proposed allocation of a statement the Final Purchase Price as of such time , consistent with the preceding sentence (the “Draft Allocation Statement”). (b) setting forth The Equityholders’ Representative shall review the allocation Allocation Statement and, to the extent the Equityholders’ Representative in good faith disagrees with the content of the total consideration paid by Purchaser to Seller pursuant to this Agreement among Allocation Statement, the Assets for purposes of Section 1060 of the Code. IfEquityholders’ Representative shall, within thirty twenty (3020) calendar days of the after receipt of the Draft Allocation Statement, Seller provide written notice to Purchaser of such disagreement or in the absence of such a notice within such time frame shall not be deemed to have objected in writing to such draftindicated its concurrence therewith. In the event of a properly noticed disagreement, the Draft Allocation Statement Equityholders’ Representative and Purchaser shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate attempt in good faith to resolve any disputed itemssuch disagreement. If, If the Equityholders’ Representative and Purchaser are unable to reach a good faith agreement as to the content of the Allocation Statement within ninety sixty (9060) calendar days after the final determination delivery of the Adjusted Payment Amount in accordance with the procedures set forth Allocation Statement described in Section 3.32.5(a), the Equityholders’ Representative and Purchaser shall each use its own allocation statement consistent with its own allocation of the Final Purchase Price. (c) If Purchaser and the Equityholders’ Representative agree on the Allocation Statement or any modification thereof, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation the Equityholders’ Representative shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of report the allocation of the total consideration, except that Final Purchase Price for Tax purposes in a manner consistent with such Allocation Statement or modification and shall act in accordance with such Allocation Statement in the parties shall each pay one-half preparation and timely filing of their respective income Tax Returns. Purchaser and the Equityholders’ Representative agree to promptly provide the other party with any additional information and reasonable assistance required to compute Taxes arising in connection with (50%or otherwise affected by) of the fees and expenses of such accounting firmtransactions contemplated by this Agreement. (bd) Purchaser and Seller the Equityholders’ Representative shall report the transaction contemplated promptly inform one another in writing of any challenge by this Agreement (including income Tax reporting requirements imposed any taxing authority to any purchase price allocation or other determination made pursuant to this Section 1060 of 2.5 and agree to consult with and keep one another informed with respect to the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely filestatus of, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance discussion, proposal or submission with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or respect to, any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributablechallenge.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser The Purchase Price shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement be allocated among the Transferred Assets for purposes of and Assumed Liabilities, such allocation to be made as provided in Section 1060 of the Code. Purchaser and Seller shall negotiate in good faith in an attempt to agree on the allocation of the Purchase Price until the earlier of (i) the date which is ninety (90) days after the Closing Date or (ii) the date on which Purchaser and Seller execute and deliver an allocation agreement reflecting the agreement between Purchaser and Seller on the allocation of the Purchase Price ("Allocation Agreement"). (b) If, within thirty (30) calendar days after the date of the receipt of Allocation Agreement, there is any decrease in the Draft Allocation Statement, Seller shall not have objected in writing Purchase Price due to such draft, Purchaser making a claim against the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects Holdback Amount pursuant to the Draft Allocation Statement in writing within such thirty (30Section 1.4(d) calendar-day periodhereof, Purchaser and Seller shall negotiate in good faith one (1) or more amendments to resolve the Allocation Agreement covering the allocation of any disputed items. If, within ninety such decrease in the Purchase Price until the earlier of (90i) calendar the date which is forty-five (45) days after the final determination date on which such adjustment to the Purchase Price was made, or (ii) the date on which Purchaser and Seller execute and deliver an amendment to the Allocation Agreement covering the allocation of any such adjustment to the Purchase Price. (c) If Purchaser and Seller agree on the allocation of the Adjusted Payment Amount in accordance with Purchase Price and execute and deliver the procedures Allocation Agreement and any amendments thereto within the time limits set forth in Section 3.3Sections 2.2(a) and (b) above, (i) Purchaser and Seller fail shall each file on a timely basis Form 8594 (Asset Acquisition Statement Under Section 1060), including any supplements or amendments thereto, so as to report the allocation of the Purchase Price consistent with the Allocation Agreement and any amendments thereto, and (ii) Purchaser and Seller shall not take any position on their respective income tax returns that is inconsistent with the allocation of the Purchase Price as agreed to in the Allocation Agreement and any amendments thereto. (d) If Purchaser and Seller are unable to agree on such allocationthe allocation of the Purchase Price and execute and deliver the Allocation Agreement or any amendments thereto within the time limits set forth in Sections 2.2(a) and (b) above, any disputed aspects of such allocation items shall be resolved by a nationally recognized referred to KPMG Peat Marwick, or another independent certified public accounting firm mutually acceptable agreed to by Purchaser and Seller, for resolution. The decision of such accounting firm as to allocation of the total consideration, as agreed upon by Purchaser Purchase Price for the Transferred Assets and Seller (as a result of either Seller’s failure the Assumed Liabilities with respect to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall any disputed item will be final and binding upon the both parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (be) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Neither Purchaser nor Seller shall takefile any tax returns or, in a judicial or shall permit its Affiliates to takeadministrative proceeding, a Tax assert or maintain any tax reporting position which that is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of this Agreement or the allocation of the consideration paid for the Assetsagreed to in accordance with this Agreement, such party shall immediately notify the other party in writing as unless required to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets do so by reference to the item or items to which such adjustment is attributableapplicable law.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Parties agree to allocate the final determination Purchase Price to be paid in respect of the Adjusted Payment Amount Assigned Assets in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, The Parties agree that Assignee shall prepare and provide to Assignor a draft allocation of the Purchase Price among the Assigned Assets within ninety (90) days after the Closing Date. Assignor shall notify Assignee within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not such draft allocation of any objection Assignor may have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowthereto. If Seller objects Unless Assignor delivers a notice of objection with respect to the Draft Allocation Statement in writing within allocation of the Purchase Price by the conclusion of such thirty (30) calendar-day period, Purchaser the draft allocation provided by Assignee to Assignor pursuant to the second sentence of this Section 2.9 shall become final and Seller shall negotiate in good faith binding upon the Parties. The Parties agree to resolve any disputed itemsdisagreement with respect to such allocation in good faith. IfIf a resolution of such disagreement has not been effected within fifteen (15) days (or longer, as mutually agreed by the Parties) after delivery of an objection by Assignor, then either Party may submit such disagreement to an arbitrator (chosen by mutual consent of the Parties) for determination. The determination of the arbitrator with respect to any such disagreement shall be completed within ninety thirty (9030) calendar days after the final determination submission to the arbitrator. The decision of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), arbitrator shall be final and binding upon each Party, and the partiesdecision of the arbitrator shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. If Assignor and Assignee submit any dispute to the arbitrator for resolution pursuant to this Section 2.9, Assignor and Assignee shall each pay their own costs and expenses incurred under this Section 2.9. Each of Purchaser Assignee and Seller Assignor shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half fifty percent (50%) of the fees costs and expenses of such accounting firm. (bthe arbitrator incurred pursuant to this Section 2.9. In addition, the Parties hereby agree to file timely any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060(b) Purchaser of the Code in a manner that is consistent with the allocation determined pursuant to this Section 2.9 in connection with the preparation of IRS Form 8594 and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed any other forms, reports, or information statements required to be filed pursuant to Section 1060 of the Code) in accordance with Code and the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely fileapplicable Treasury Regulations, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (similar or any comparable corresponding provision of state or local tax law), neither Purchaser nor Seller . Neither Party shall take, file any Return or shall permit its Affiliates to take, a Tax other document or otherwise take any position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of allocation determined pursuant to this Section 2.9, except as may be adjusted by subsequent agreement following an audit in respect of by the IRS or by a Judgment; provided, that neither Party (nor their respective Affiliates) shall be obligated to litigate any challenge to such allocation of the consideration paid for Purchase Price by any Governmental Entity. The allocation of the Assets, such party Purchase Price shall immediately notify the other party in writing as be revised to the date and subject of such audit. Any adjustment take into account subsequent adjustments to the Purchase Price in the manner provided by Section 1060 of the Code and the Treasury Regulations thereunder and consistent with the preparation of the Purchase Price allocation hereunder, and the Parties shall cooperate with each other in good faith to promptly amend the Purchase Price allocation. The Parties shall promptly inform one another of any challenge by any Governmental Entity to any allocation made pursuant to this Section 3.3 shall be allocated among the Assets by reference 2.9 and agree to consult with and keep one another informed with respect to the item state of, and any discussion, proposal or items to which submission with respect to, such adjustment is attributablechallenge.

Allocation of Purchase Price. The initial allocation of the Closing Date Payment and the Deferred Payments (athe “Closing Date Allocation”) No among the Purchased Assets being sold by each particular Asset Seller shall be prepared jointly by Seller and Purchaser prior to the Closing Date. Seller and Purchaser agree to cooperate with each other in the preparation of, and to negotiate in good faith to resolve any dispute with respect to, the Closing Date Allocation; provided, however, that in the event that Seller and Purchaser cannot reach agreement with respect to the Closing Date Allocation within 30 days prior to the Closing Date, the Designated Accounting Firm with recognized valuation expertise mutually agreed upon by Purchaser and Seller shall prepare the Closing Date Allocation. The costs related to having the Designated Accounting Firm prepare the Closing Date Allocation shall be borne equally by Purchaser and Seller. Not later than sixty (60) calendar 90 days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing Date, Purchaser shall prepare and deliver to Seller a draft an allocation of a statement all amounts treated as purchase price for applicable income tax purposes among the Purchased Assets consistent with applicable Law (the “Draft Asset Level Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code). If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft The Asset Level Allocation Statement shall become be consistent with the Final Allocation StatementClosing Date Allocation, as defined belowbut shall also contain a methodology for allocation of any Earnout Amounts among the Purchased Assets. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, and Purchaser and Seller shall negotiate work in good faith to resolve any disputed itemsdisputes relating to the Asset Level Allocation Statement. IfIf Seller and Purchaser are unable to resolve any such dispute, within ninety the matters in dispute (90but only the matters in dispute) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved promptly by a nationally recognized independent accounting firm the Designated Accounting Firm as shall be mutually acceptable to agreed upon by the Parties, the costs of which shall be borne equally by Purchaser and Seller. The allocation Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any Order of, or to settle a dispute with, a Governmental Authority) on any Tax Return or in any audit or examination before any Governmental Authority that is inconsistent with the total considerationfinal Asset Level Allocation Statement (the final Asset Level Allocation Statement being referred to herein as the “Allocation”); provided, as agreed upon however, that nothing in this Section 2.9 shall prevent the Parties or their respective Affiliates from settling, or require any of them to litigate, any challenge, proposed deficiency, adjustment or other similar Proceeding by Purchaser and Seller (as a result of either Seller’s failure to object any Governmental Authority with respect to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the partiesAllocation. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately promptly notify the other party in writing as upon receipt of notice of any pending or threatened Tax audits, assessments or other proceedings challenging the Allocation. If the Closing Date Payment is adjusted pursuant to the date and subject terms of such audit. Any adjustment to this Agreement, the Purchase Price pursuant to Section 3.3 Allocation shall be allocated among adjusted in a manner consistent with the Assets by reference to the item or items to which such adjustment is attributableprocedures set forth in this Section 2.9.

Allocation of Purchase Price. (ai) No The Parties agree that, for financial accounting purposes, federal income tax purposes, and any applicable state tax purposes, the purchase price, plus any liabilities treated as amounts realized for U.S. federal income tax purposes, shall be allocated among the Subject Interests and the underlying assets in the Partnership (the “Allocations”). As promptly as practicable, but in no event later than sixty ninety (6090) calendar days after the final determination of Closing Date, the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser ONEOK Parties shall prepare and deliver to Seller the ▇▇▇▇▇▇ Parties a draft of a statement schedule (the “Draft Allocation StatementSchedule”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeONEOK Parties’ proposed Allocations. If, within The ▇▇▇▇▇▇ Parties shall have thirty (30) calendar days of to review the receipt of Allocation Schedule and shall notify the Draft Allocation Statement, Seller shall not have objected ONEOK Parties in writing to such draft, of any disputes with the Draft proposed Allocations as set forth in the Allocation Statement shall become the Final Allocation Statement, as defined belowSchedule. If Seller objects to the Draft Allocation Statement in writing ▇▇▇▇▇▇ Parties do not provide notice of any such dispute within such thirty (30) calendar-day period, Purchaser and Seller the ▇▇▇▇▇▇ Parties shall be deemed to have agreed to the Allocations as proposed by the ONEOK Parties. If the ▇▇▇▇▇▇ Parties provide notice of any such dispute within such thirty (30) day period, the Parties shall negotiate in good faith to resolve any disputed items. If, within ninety such dispute prior to the date that is sixty (9060) calendar days after prior to the final determination due date of the Adjusted Payment Amount tax returns (excluding any extension) that reflect the Allocations. The Allocations as finally determined pursuant to this Section 1(c)(i) shall be incorporated into a final Allocation Schedule (which shall thereafter be the “Allocation Schedule” referenced in accordance this Agreement), and all tax returns filed by any Party and each of their Affiliates shall be prepared consistently with such Allocations. If the procedures set forth in Section 3.3, Purchaser and Seller fail Parties are unable to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total considerationPurchase Price as contemplated above, except that the parties shall then each pay one-half (50%) of the fees and expenses of Party may file any related Tax forms required by any Governmental Entity in a manner consistent with such accounting firmParty’s proposed allocation. (bii) Purchaser and Seller The Parties shall report (A) timely file any related tax forms required by any Governmental Entity on a timely basis consistent with the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of Allocations set forth in the Code) Allocation Schedule agreed upon in accordance with the allocation specified in the Final Allocation StatementSection 1(c)(i), (B) be bound by such Allocations for purposes of determining taxes, and (C) prepare and file, and cause its respective Affiliates to prepare and file, its tax returns on a basis consistent with such Allocations. Each of Purchaser and Seller agrees to timely fileThe Parties shall not take, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its their respective Affiliates to take, a Tax any position which on their respective federal or applicable state income tax returns or otherwise that is inconsistent with the Final Allocation StatementSchedule. In If, contrary to the event any party hereto receives notice of an audit in respect intent of the allocation Parties hereto as expressed in this Section 1(c), any Governmental Entity makes or proposes an Allocation inconsistent with the Allocation Schedule, the Parties shall cooperate with each other in good faith to contest such Governmental Entity’s Allocations (or proposed Allocations); provided, however, that, after consultation with the Party adversely affected by such Allocations (or proposed Allocations), the other Party hereto may file such protective claims or tax returns as may be reasonably required to protect its interests; provided further, that neither the ▇▇▇▇▇▇ Parties or any of their Affiliates nor the ONEOK Parties or any of their Affiliates will be obligated to litigate any challenge to such Allocations of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets purchase price by reference to the item or items to which such adjustment is attributablea Governmental Entity.

Allocation of Purchase Price. (a) No later than For purposes of the Tax Elections, within sixty (60) calendar days after following the final determination of Final Net Working Capital in accordance with Section 2.3, the Adjusted Payment Amount Purchaser shall provide the Seller with a proposed allocation of the “adjusted grossed-up basis” as defined in Treasury Regulation Section 1.338-5(a) (“AGUB”) among the assets of the Company in accordance with Treasury Regulation Sections 1.338-6 and 1.338-7 and the principles set forth on Exhibit 8.6 (as finally determined pursuant to this Section 8.6 and including any subsequent adjustment thereto pursuant to this Section 8.6, the “Allocation Schedule”). In the case of any adjustment to the AGUB requiring an amendment to the Allocation Schedule, the Purchaser shall prepare such amendment and such amended Allocation Schedule shall, subject to the review and dispute resolution provisions of this Section 8.6, become the Allocation Schedule. Upon receipt from the Purchaser, the Seller shall have thirty (30) days to review the determinations set forth in the Allocation Schedule (the “Allocation Review Period”). If the Seller disagrees with any of the Purchaser’s determinations set forth in the Allocation Schedule, the Seller shall, on or prior to the last day of the Allocation Review Period, deliver a written notice to the Purchaser (the “Allocation Notice of Objection”), setting forth its objections. Unless the Seller delivers the Allocation Notice of Objection to the Purchaser within the Allocation Review Period, the Seller shall be deemed to have accepted the determinations set forth in the Allocation Schedule as proposed by the Purchaser. If the Seller delivers the Allocation Notice of Objection to the Purchaser within the Allocation Review Period, the Purchaser and the Seller shall, during the thirty (30) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed determinations. At the end of any such period or any mutually agreed extension thereof, any remaining disputes between the Purchaser and the Seller regarding the Allocation Schedule shall be resolved by the Arbitrator in accordance with the procedures dispute resolution mechanism set forth in Section 3.3, 2.3(d). Neither the Seller nor the Purchaser shall prepare and deliver to Seller a draft take any position (whether in audits, Tax Returns or otherwise, and, in the case of a statement (the Seller, in determining the “Draft Allocation Statement”aggregate deemed sales price” within the meaning of Treasury Regulation Section 1.338-4) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Tax Elections and the Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the AssetsSchedule, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price finally determined pursuant to this Section 3.3 shall be allocated among the Assets 8.6 (including any amended Allocation Schedule, if applicable) unless required to do so by reference to the item or items to which such adjustment is attributablea Tax Determination.

Allocation of Purchase Price. Seller and Purchaser agree that the Purchase Price shall be allocated among the Purchased Assets for all purposes as shown on an allocation schedule to be finalized following Closing (aas set forth below) No later than sixty and shall be categorized as set forth on and be substantially in the form of Schedule 1.4 (60the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Purchaser and delivered to Seller within ninety (90) calendar days after the final determination Closing Date. For a period of ten (10) days after Purchaser provides the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver Allocation Schedule to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation StatementSeller, Seller shall not have objected in writing the opportunity to such draft, review and comment on the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowSchedule. If Seller notifies Purchaser in writing that Seller objects to one or more of the Draft allocations reflected in the Allocation Statement in writing within such thirty (30) calendar-day periodSchedule, Purchaser and Seller shall negotiate in good faith to resolve such dispute; provided, however, that if Purchaser and Seller are unable to resolve any disputed items. If, dispute with respect to the Allocation Schedule within ninety twenty (9020) calendar days after the final determination end of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3ten (10) day review and comment period, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation dispute shall be resolved referred to an impartial firm of independent certified public accountants with offices in Austin, Texas that has no prior relationship with either Seller or Purchaser (the “Independent Accountants”), as mutually agreed to by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller, for resolution as promptly as practicable. The allocation of the total consideration, Allocation Schedule as so agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), Independent Accountants shall be final conclusive and binding upon the parties. Each , and the parties agree that that all tax returns (including IRS Form 8594) and all financial statements of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half be prepared in a manner consistent with (50%and the parties shall not otherwise file a tax return or take any tax position inconsistent with) of the such Allocation Schedule. The fees and expenses of such accounting firm. (b) the Independent Accountants shall be borne equally by Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableSeller.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller shall prepare and deliver use good faith efforts to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth attempt to reach agreement on the allocation of the total consideration paid by applicable portion of the Purchase Price and other relevant items (including, for example, adjustment to the Purchase Price) among the Purchased Assets, except the Purchased Real Estate, the treatment of which is specified in Section 3.4(b) below, within 120 days of the Closing Date, in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and any comparable provision of state, local or foreign law, as appropriate (the “Allocation”). If Purchaser to and Seller reach a timely agreement regarding the Allocation, (a) such Allocation shall be binding on the parties, (b) the parties shall prepare and timely file all applicable federal and state income Tax forms (including Internal Revenue Service Form 8594) in a manner consistent with the Allocation, cooperate with each other in the preparation of such forms, and furnish each other with a copy of the final version of Form 8594 within a reasonable period before the filing date thereof, and (c) except as otherwise required pursuant to this Agreement among a “determination” within the Assets for purposes meaning of Section 1313(a) of the Code (or any comparable provision of any state, local or foreign law), none of the parties shall take a position inconsistent with the Allocation on any Tax Return (including any forms required to be filed pursuant to Section 1060 of the Code), or otherwise. IfThe parties recognize that the Allocation will not include Purchaser’s acquisition expenses or Seller’s selling expenses, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, and Purchaser and Seller shall negotiate in good faith will unilaterally allocate such expenses appropriately. If the parties are unable to resolve any disputed items. Ifreach a timely agreement regarding the Allocation, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation each party shall be resolved by a nationally recognized independent accounting firm mutually acceptable entitled to Purchaser and Seller. The allocation of adopt its own position regarding the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmAllocation. (b) Purchaser and Seller shall report use good faith efforts to attempt to reach agreement on the transaction contemplated by this Agreement allocation of the applicable portion of the Purchase Price and other relevant items (including income Tax reporting requirements imposed pursuant including, for example, adjustment to the Purchase Price) to the Purchased Real Estate as of the Closing Date, in accordance with Section 1060 of the Code) in accordance with Code and the allocation specified in Treasury regulations promulgated thereunder and any comparable provision of state, local or foreign law, as appropriate (the Final Allocation Statement“Purchased Real Estate Allocation”). Each of If Purchaser and Seller agrees to reach a timely fileagreement regarding the Purchased Real Estate Allocation, or cause to (a) such Purchased Real Estate Allocation shall be binding on the parties, (b) the parties shall prepare and timely filedfile all applicable federal and state income Tax forms (including Internal Revenue Service Form 8594) in a manner consistent with the Purchased Real Estate Allocation, IRS cooperate with each other in the preparation of such forms, and furnish each other with a copy of the final version of Form 8594 within a reasonable period before the filing date thereof, and (or any comparable form under state or local Tax lawc) and any required attachment thereto in accordance with the Final Allocation Statement. Except except as otherwise required pursuant to a “determination” under within the meaning of Section 1313 1313(a) of the Code (or any comparable provision of state any state, local or local foreign law), neither Purchaser nor Seller none of the parties shall take, or shall permit its Affiliates to take, take a Tax position which is inconsistent with the Final Purchased Real Estate Allocation Statement. In the event on any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as Tax Return (including any forms required to the date and subject of such audit. Any adjustment to the Purchase Price be filed pursuant to Section 3.3 1060 of the Code), or otherwise. The parties recognize that the Purchased Real Estate Allocation will not include Purchaser’s acquisition expenses or Seller’s selling expenses, and Purchaser and Seller will unilaterally allocate such expenses appropriately. If the parties are unable to reach agreement as of the Closing Date regarding the Purchased Real Estate Allocation, the parties agree that, for purposes of the Maine Revenue Services Real Estate Transfer Tax Declarations, the consideration thereon shall be allocated among the Assets by reference to most recent tax assessments for the item or items to which such adjustment is attributablerespective parcels and improvements referenced thereon.

Allocation of Purchase Price. (a) No later than sixty (60) calendar Within 15 days after the final determination of the Adjusted Payment Amount Final Municipal Bond Purchase Price, or 60 days after the Closing, whichever is earlier, Parent and Seller shall deliver to Buyer a schedule (the “Allocation Schedule”) allocating the Purchase Price (and any other items treated as consideration for United States federal income Tax purposes paid to Parent and Seller including the Assumed Liabilities) among the Purchased Assets and the covenants of Parent and Seller set forth in this Agreement, including Section 8.1, Section 8.2 and Section 8.6. The Allocation Schedule shall be reasonable and shall be prepared in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeCode and the regulations thereunder and any applicable provision of state, local or foreign law. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Such allocation shall be deemed final unless Buyer has notified Parent and Seller shall not have objected in writing to of any disagreement with the Allocation Schedule within 20 Business Days after submission thereof by Parent and Seller. In the event of such draftdisagreement, the Draft Allocation Statement parties hereto shall become use reasonable efforts to reach agreement on a reasonable allocation of consideration among the Final Allocation Statement, as defined belowPurchased Assets. If Seller objects In the event that the parties hereto do not agree to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount a Purchase Price allocation in accordance with this Section 3.5, the procedures set forth parties hereto shall submit their dispute, in Section 3.3writing, Purchaser and Seller fail to agree on such allocationthe Independent Accounting Firm, any disputed aspects the cost of such allocation which shall be resolved shared equally by a nationally recognized independent accounting firm mutually acceptable to Purchaser Buyer and Seller. The allocation of the total consideration, Independent Accounting Firm shall make a determination as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), each disputed item which shall be final and binding upon the parties. Each of Purchaser the parties hereto agrees to file Internal Revenue Service Form 8594, and Seller shall bear all fees United States federal, state, local and costs incurred by it non-U.S. Tax Returns, in connection accordance with the determination Allocation Schedule as finally determined by the parties or the Independent Accounting Firm, as the case may be. Each of the allocation of parties hereto agrees to provide the total consideration, except that the other promptly upon written request with any other information required to complete Internal Revenue Service Form 8594. The parties shall each pay one-half together revise such allocation to properly reflect any payments after the Closing (50%) of the fees and expenses of such accounting firmincluding any indemnity payment under Article XI). (b) Purchaser Parent and Seller shall report the transaction contemplated by this Agreement (including income and each of their Affiliates) and Buyer (and its Affiliates) agree to file all Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance Returns consistent with the allocation specified described in the Final Allocation Statement. Each of Purchaser this Section 3.5 and Seller agrees to timely file, use their commercially reasonable efforts to sustain such allocation in any subsequent Tax audit or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributablerelated administrative proceeding.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination Schedule 2.08 sets forth an allocation of the Adjusted Payment Amount in accordance Purchase Price (together with liabilities treated as assumed by Buyer for federal income tax purposes and other capitalized costs) among the procedures Equity Interests and the covenant set forth in Section 3.35.13, Purchaser shall prepare and deliver to Seller a draft of a statement has been mutually agreed by Parent and Buyer (the “Draft Allocation Statement”). (a) setting forth Within ninety (90) days after the Closing Date or thirty (30) days following the determination of the Final Net Working Capital (whichever is later), Buyer shall deliver to Parent (i) an allocation of the total consideration paid by Purchaser amount allocated in the Allocation Statement to Seller the capital stock of Aleris Recycling, Inc. among the assets of the Section 338(h)(10) Companies for which Section 338(h)(10) Elections will be made pursuant to this Agreement among the Assets for purposes of Section 6.04, in accordance with Sections 338 and 1060 of the CodeCode and the Treasury Regulations promulgated thereunder, and, (ii) to the extent the sale of the equity interests of any other Business Entity is treated for Tax purposes as a sale of assets, an allocation of the amount allocated in the Allocation Statement to the equity interests of such Business Entity among the assets of such Business Entity, in accordance with applicable Law (the “Proposed Asset Allocation”). If, Parent will have the right to object to any item in the Proposed Asset Allocation within thirty (30) calendar days of the receipt delivery of the Draft Proposed Asset Allocation. If Parent does not object to the Proposed Asset Allocation, then the Proposed Asset Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall will become the final allocation for purposes of Sections 338 and 1060 of the Code (the “Final Allocation Statement, as defined belowAsset Allocation”). If Seller Parent objects to any item in the Draft Allocation Statement in writing within such thirty (30) calendar-day periodProposed Asset Allocation, Purchaser Parent and Seller Buyer shall negotiate cooperate in good faith to resolve any disputed itemsthe dispute within thirty (30) days. If, within ninety (90) calendar days after at the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects end of such allocation 30-day period, Parent and Buyer are unable to resolve the dispute, then the dispute shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object referred to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the partiesIndependent Firm for resolution. Each of Purchaser and Seller Buyer shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) a percentage of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant Independent Firm that is equal to Section 1060 the percentage of the Code) in accordance with total dollar amount of changes to the allocation specified in the Final Proposed Asset Allocation Statement. Each of Purchaser proposed by Parent that are successful, and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) Parent shall bear and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to pay a “determination” under Section 1313 percentage of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect fees and expenses of the allocation Independent Firm that is equal to the percentage of the consideration paid for the Assets, such party shall immediately notify the other party in writing as total dollar amount of changes to the date and subject Proposed Asset Allocation proposed by Parent that are not successful, in each case, as determined by the Independent Firm. The determination of such audit. Any adjustment the Independent Firm shall be set forth in a written statement delivered to the Purchase Price pursuant to Section 3.3 Parties and shall be allocated among final, conclusive and binding on the Assets by reference to the item Parties, absent fraud or items to which such adjustment is attributablemanifest error.

Allocation of Purchase Price. (a) No later than sixty Seller, the Other Sellers and Purchaser agree to allocate the Purchase Price (60and all other capitalizable costs) calendar days after among the final determination of Purchased Assets, the Adjusted Payment Amount Purchased Subsidiary Interests, Transferred Business Intellectual Property (not held by the Purchased Seller Subsidiaries), the Transferred Intellectual Property Rights (not held by the Purchased Seller Subsidiaries) the covenant not to compete contained in Section 6.9, and 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 the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement an allocation schedule (the “Draft Allocation StatementSchedule”) setting forth prepared jointly by Seller on behalf of itself and as agent to the allocation of Other Sellers and Purchaser. Seller and Purchaser agree to revise the total consideration paid by Purchaser Allocation Schedule to Seller reflect any adjustment to the Purchase Price pursuant to this Agreement among Section 3.2(h). Seller and Purchaser agree to cooperate with each other in the Assets for purposes of Section 1060 of the Code. Ifpreparation of, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing and to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. Ifdispute with respect to, the Allocation Schedule and revisions thereto; provided, however, that in the event that Seller and Purchaser cannot reach agreement with respect to the Allocation Schedule within ninety thirty (9030) calendar days 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) with 10 days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3payment is made pursuant to such section, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally an internationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object shall prepare the Allocation Schedule. If an accounting firm prepares the initial Allocation Schedule or the revised Allocation Schedule in accordance with the previous sentence, such schedule shall be prepared prior to the Draft Closing Date, in the case of the initial Allocation Statement Schedule, or within 30 days after payment is made pursuant to Section 3.2(h), in the case of good faith negotiations between the revised Allocation Schedule. The costs related to having the accounting firm prepare the Allocation Schedule shall be borne equally by Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser Purchaser, Seller Parent, Seller and Seller the Other Sellers shall report be bound by such Allocation Schedule and shall file all Tax Returns and reports with respect to the transaction transactions contemplated by this Agreement (including income including, without limitation, all federal, state and local Tax reporting requirements imposed pursuant to Section 1060 Returns) on the basis of such allocation. In addition, Purchaser, Seller Parent, Seller and the Code) Other Sellers shall act in accordance with the allocation specified Allocation Schedule in the Final Allocation Statement. Each course of Purchaser any Tax audit, Tax review or Tax litigation relating thereto, and Seller agrees take no position and cause their affiliates to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance take no position inconsistent with the Final Allocation Statement. Except as Schedule for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to a “determination” under within the meaning of Section 1313 1313(a) of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableCode.

Allocation of Purchase Price. As promptly as reasonably practicable following execution of this Agreement, Seller and Buyer agree to retain Bond & Pecaro (athe "APPRAISAL FIRM") No later than sixty (60) calendar days after to appraise the final determination classes of Assets of the Adjusted Payment Amount in accordance with ▇▇▇▇▇ons based on the procedures set forth in Section 3.3, Purchaser Consideration paid by Buyer for the Stations. The Appraisal Firm shall prepare be instructed to perform such appraisal and deliver a written report thereof to Seller a draft of a statement and Buyer as soon as reasonably practicable (the “Draft Allocation Statement”) setting forth "APPRAISAL REPORT"). Seller, on the allocation of one hand, and Buyer, on the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. Ifother hand, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%1/2) of the fees fees, costs and expenses of the Appraisal Firm whether or not the transactions contemplated hereby are consummated. Seller and Buyer each represent, warrant, covenant and agree with each other that the Consideration shall be allocated (the "ALLOCATION") among the Assets as set forth in the Appraisal Report, it being understood that such accounting firm. (b) Purchaser and Seller shall report allocation is to be made in accordance with the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to principles established under Section 1060 of the Code. Seller and Buyer agree to report and file all Tax returns (including amended Tax returns and claims for refund) in accordance consistently with the allocation specified Allocation and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any taxing authority or any other proceedings), unless otherwise required by applicable Law. Seller and Buyer shall cooperate in the Final Allocation Statementfiling of any forms (including Form 8594) with respect to the Allocation, including any amendments to such forms required with respect to any subsequent adjustments to the Consideration. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or Notwithstanding any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable other provision of state or local law)this Agreement, neither Purchaser nor Seller the provisions of this Section 2.5 shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with survive the Final Allocation StatementClosing Date without limitation. In the event that the Allocation is disputed by any taxing authority, the party hereto receives receiving notice of an audit the dispute shall promptly provide written notice thereof to the other parties hereto and shall forward to such other parties copies of all correspondence with such taxing authority in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributabledisputed Allocation.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after After giving effect to the final determination allocation required by Section 3.01, Purchaser and Seller shall act together in good faith to determine and agree upon the amount of the Adjusted Payment Amount MADSP (as defined under Treasury Regulation Section 1.338(h)(10)-1(f)) and the allocation of such MADSP among the Purchased Assets. The tax allocation of the Purchase Price among the Purchased Assets (as determined by Section 3.01 of this Agreement, except that with respect to the Seller's Subsidiaries, the Purchase Price shall be allocated to the assets of the Seller's Subsidiaries) shall be made by Purchaser and Seller acting together and in good faith, all in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code, the applicable regulations thereunder and with Treasury Regulation Section 1.338(h)(10)-1(f). If, within thirty (30) calendar days Any issue that remains unresolved with respect to the amount or allocation of the receipt of Purchase Price on the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects date that is 120 days prior to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith date on which the Section 338 Forms are required to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation be filed shall be resolved by referred to a nationally recognized independent accounting firm mutually acceptable jointly selected by Seller and Purchaser (the "Neutral Auditors"), and the Neutral Auditors shall resolve such issue no later than 60 days prior to Purchaser and Sellerthe date on which the Section 338 Forms are required to be filed. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of the Neutral Auditors shall be borne equally by Seller and Purchaser. Seller and Purchaser shall (i) be bound by such accounting firmallocation for purposes of determining any Taxes, (ii) prepare and file all Tax Returns to be filed with any taxing authority in a manner consistent with such allocation and (iii) take no position inconsistent with such allocation in any Tax Return, any proceeding before any taxing authority or otherwise. Appropriate adjustment shall be made to such allocation to specific categories of assets to reflect any Purchase Price adjustment pursuant to this Agreement or other adjustment required pursuant to law. In the event such allocation is disputed by any taxing authority, the party receiving notice of such dispute shall promptly notify the other party of such dispute, and Seller and Purchaser shall cooperate in good faith in responding to such challenge in order to preserve the effectiveness of such allocation. (b) Each of the Purchaser and the Seller shall timely file a Form 8594 Asset Acquisition Statement of Allocation consistent with the Adjustment Schedule, shall provide a copy of such form to the other party hereto and shall file a copy of such form with its federal income Tax Return for the periods that includes the Closing Date. Each of the Purchaser and Seller shall report further agrees not to take any position inconsistent with the transaction allocations contemplated by this Agreement (including income Section for any Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributablepurpose.

Allocation of Purchase Price. (a) No later than sixty The Aggregate Purchase Price, (60) calendar days after to the final determination extent properly taken into account under the Code, and including any other relevant items, including Indebtedness), shall be allocated among the assets of the Adjusted Payment Amount Utility Services in accordance with section 1060 of the procedures set forth in Section 3.3Code and the U.S. Treasury Regulations promulgated thereunder (and any similar provision of state, Purchaser shall prepare and deliver to Seller a draft of a statement local or foreign law, as appropriate) (the “Draft Allocation”). The Allocation Statement”) setting forth the allocation of the total consideration paid shall be delivered by Purchaser to Seller pursuant to this Agreement among within 30 days after the Assets for purposes of Section 1060 determination of the Code. IfFinal Purchase Price Calculation in accordance with Section 3.3(b) for Seller’s approval, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller which approval shall not have objected be delivered in writing to such draft, the Draft Allocation Statement and not unreasonably withheld. Seller and Purchaser shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate work in good faith to resolve any disputed items. If, disputes relating to the Allocation within ninety (90) calendar 30 days after the final determination of Seller’s receipt of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Allocation. If Seller and Purchaser are unable to resolve any such dispute, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation dispute shall be resolved promptly in writing by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation StatementIndependent Accounting Firm. Each of Purchaser and Seller agrees to timely fileexecute, or cause if requested by the Independent Accounting Firm, an engagement letter containing reasonable and customary terms. Each of Purchaser and Seller agrees that there shall be no ex parte communications between either party, on the one hand, and the Independent Accounting Firm, on the other hand, during the Independent Accounting Firm’s review and verification of the Allocation. Purchaser and Seller shall each pay their own costs and expenses incurred under this Section 3.4(a). The costs and expenses of the Independent Accounting Firm shall be borne one-half by Purchaser and one-half by Seller. (b) If the Purchase Price is adjusted pursuant to Section 3.3, the Allocation shall be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto adjusted in accordance a manner consistent with the Final procedures set forth in Section 3.4(a). (c) Purchaser and Seller shall file all Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the Allocation. Neither Purchaser nor Seller shall take any Tax position inconsistent with such Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), and neither Purchaser nor Seller shall take, or shall permit its Affiliates agree to take, a any proposed adjustment to the Allocation by any Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify Authority without first giving the other party in writing as to prior written notice; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the date Allocation, and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 neither Purchaser nor Seller shall be allocated among the Assets required to litigate before any court any proposed deficiency or adjustment by reference to the item or items to which any Tax Authority challenging such adjustment is attributableAllocation.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination Buyer shall prepare an allocation of the Adjusted Payment Amount Purchase Price among the (i) the membership interests in accordance with the procedures Company and (ii) the stock of UMKK and UMNet (“Asset Allocation Statement”). The portion of the Purchase Price that is allocated to the membership interests of the Company on the Asset Allocation Statement plus the liabilities of the Company that are deemed to be assumed by the Buyer pursuant to the treatment of the purchase of the membership interests in the Company as an asset acquisition in the manner set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 8.1 shall be allocated among the Assets by reference assets of the Company in accordance with Section 1060 of the IRC and the applicable Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) and such allocation shall be set forth on the Asset Allocation Statement. Buyer shall deliver the Asset Allocation Statement to Seller no later than ninety (90) days following the Closing Date. Seller shall notify Buyer of any objections to the item Asset Allocation Statement within fifteen (15) days after the Seller receives the Allocation Statement. If Seller does not notify Buyer of any objections to the Asset Allocation Statement, within that fifteen (15) day period, the Asset Allocation Statement shall be construed as final. If Seller notifies Buyer of an objection to the Asset Allocation Statement by the end of the fifteen (15) day period, and Buyer and Seller are unable to resolve their differences within fifteen (15) days thereafter (“Dispute Resolution Period”), then the disputed items on the Asset Allocation Statement shall be submitted to the Tax Dispute Accountants within five (5) days after the end of the Dispute Resolution Period for resolution and the Tax Dispute Accountants shall be instructed to deliver a finalized Asset Allocation Statement as soon as possible. Buyer and Seller and their respective Affiliates shall report, act and file all Tax Returns (including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the Asset Allocation Statement as well as any amendments to such Tax Returns required with respect to any adjustment to the Purchase Price. Neither Buyer, Seller or any of their Affiliates shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the information set forth on the Asset Allocation Statement, unless required to do so by applicable Law; provided, however, that (i) the Buyer’s cost for the assets that it is deemed to acquire may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so allocated and (ii) the amount realized by Seller may differ from the total amount allocated hereunder to which such adjustment is attributablereflect transaction costs that reduce the amount realized for federal income Tax purposes.

Allocation of Purchase Price. Seller, using the Allocated Values determined under Section 3.2 to the extent applicable, shall prepare an allocation of the Adjusted Purchase Price on a schedule (athe “Proposed Section 1060 Allocation Schedule”) No later than sixty (60) calendar for purposes of, and in accordance with, Section 1060 of the Code and the regulations promulgated thereunder within 30 days after following the final determination of the Adjusted Payment Amount Purchase Price under Section 8.4(b). Purchaser shall notify Seller in accordance with writing of any objections to the procedures set forth in Proposed Section 3.31060 Allocation Schedule within 15 days of receipt thereof and if, within 30 days after delivery of notice of such objection, Purchaser and Seller cannot agree to a final allocation schedule to be used for income Tax reporting purposes, Purchaser and Seller shall prepare and deliver submit the disputed matters to Seller a draft of a statement (binding arbitration pursuant to Section 12.2 to finally determine the “Draft Allocation Statement”) setting forth the proper allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets Adjusted Purchase Price for purposes of Section 1060 of the Code. If, and shall request that the arbitrator issue a final allocation schedule within thirty (30) calendar 30 days of the receipt submission of the Draft Allocation Statement, Seller shall not have objected in writing dispute (any such allocation schedule agreed to such draft, by the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. Ifor issued by the arbitrator, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Section 1060 Allocation StatementSchedule”), shall be final . Seller and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of agree that the allocation of the total consideration, except that Adjusted Purchase Price as set forth on the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Final Section 1060 Allocation Schedule shall be used by Seller and Purchaser as the basis for reporting asset values and other items for purposes of the Code) all federal, state and local Tax Returns, including without limitation Internal Revenue Service Form 8594. Seller and Purchaser further agree that each will take no position inconsistent with such allocations on any applicable Tax Return, in accordance with the allocation specified any audit or proceeding before any Governmental Body related to Taxes, in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely fileany report made for Tax, financial accounting or any other purpose, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statementotherwise. In the event that the allocation described herein is disputed by any party hereto receives Governmental Body, the Party receiving notice of an audit in respect of the allocation of the consideration paid for the Assets, such party dispute shall immediately promptly notify the other party in writing as to Party concerning resolution of the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributabledispute.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days With respect to the acquisition of the Purchased Assets, as soon as practicable after the final determination Closing, Seller shall deliver to Buyer an allocation of the Adjusted Payment Amount Purchase Price (plus Assumed Liabilities to the extent properly taken into account under the Code and the Treasury Regulations) among the Purchased Assets in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeCode and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) for Buyer’s approval, which approval shall not be unreasonably withheld. If, Seller and Buyer shall work in good faith to resolve any disputes relating to the Allocation. In the event that the Parties cannot agree on a mutually satisfactory Allocation within thirty (30) calendar days after Seller’s delivery of the receipt Allocation to Buyer, Deloitte & Touche LLP shall, at the joint expense of Buyer and Seller, determine the Draft Allocation Statementappropriate Allocation, which determination shall be binding on the Parties. Once Buyer and Seller shall not have objected are in writing to such draftagreement on the Allocation, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser Buyer and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90i) calendar days after the final determination of the Adjusted Payment Amount act in accordance with the procedures set forth Allocation in Section 3.3the preparation of all financial statements and the filing of all Tax Returns (including, Purchaser without limitation, in the filing of Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date) and Seller fail in the course of any Tax audit, Tax review or Tax litigation relating thereto and (ii) take no position and cause their Affiliates to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection take no position inconsistent with the determination of the allocation of the total considerationAllocation for all Tax purposes, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as unless otherwise required pursuant to a “determination” under within the meaning of Section 1313 1313(a) of the Code (or any comparable similar provision of any local, state or local foreign Tax law). Not later than thirty calendar days prior to the filing of their respective Forms 8594 relating to this transaction, neither Purchaser nor Seller each Party shall take, or shall permit its Affiliates deliver to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as Party a copy of its Form 8594. To the extent required by Applicable Law, the Allocation shall be revised to the date and subject reflect any adjustment of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributablethis Agreement.

Allocation of Purchase Price. (a) No Buyer and Seller agree that (i) the Asset Consideration shall consist solely of a portion of the Aggregate Cash Consideration, (ii) the Merger Consideration shall consist solely of the Aggregate Equity Consideration and (iii) notwithstanding anything to the contrary in Section 7.09(b), the consideration for the sale of the ▇▇▇ ▇▇▇▇▇▇ Seed Capital of the ▇▇▇ ▇▇▇▇▇▇ Seeded Funds shall consist solely of an amount of cash equal to the ▇▇▇ ▇▇▇▇▇▇ Seed Capital Closing NAV for the ▇▇▇ ▇▇▇▇▇▇ Seeded Funds, which amount shall consist of a portion of the Aggregate Cash Consideration. Exhibit I attached hereto sets forth the parties allocation of the Aggregate Cash Consideration and the Aggregate Equity Consideration in accordance with the preceding sentence. (b) As soon as practicable, but in no event later than sixty 60 days, after the Closing, Buyer shall deliver to Seller a statement (60the “Allocation Statement”) calendar allocating the Asset Consideration (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If within 20 days after the final determination delivery of the Adjusted Payment Amount Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use reasonable best efforts to resolve such dispute within 30 days. In the event that Buyer and Seller are unable to resolve such dispute within 30 days, Buyer and Seller shall jointly cause the Accounting Referee to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Seller. (c) Seller and Buyer agree to (i) be bound by the final Allocation Statement and (ii) act in accordance with the final allocation in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing). (d) If an adjustment is made with respect to the Aggregate Purchase Price pursuant to any of Sections 2.06, 2.07, 2.08 or 11.02, Exhibit I and the Allocation Statement shall be adjusted as mutually agreed by Buyer and Seller (and, in the case of the Allocation Statement, in accordance with Section 1060 of the Code), using the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”2.07(b), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmmutatis mutandis. (be) Purchaser and Seller shall report Not later than 60 days prior to the transaction contemplated by filing of their respective Forms 8594 relating to this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely filetransaction, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such each party shall immediately notify deliver to the other party in writing as to the date and subject a copy of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableits Form 8594.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Final Payment, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Purchased Assets for purposes of Section 1060 of the CodeInternal Revenue Code of 1986, as amended. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statementsuch delivery, Seller shall has not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within with such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Final Payment, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally or regionally recognized independent accounting firm mutually acceptable to Purchaser selected and Sellerpaid for by the parties as provided in Section 1.3(c)(iii). The allocation of the total consideration, as agreed upon by Purchaser ▇▇▇▇▇▇▇▇▇ and Seller (or as a result of either Seller’s failure to object to set by the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an independent accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding binging upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Internal Revenue Service Form 8594 (or any comparable form under state or local Tax law) and any required attachment attachments thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. Seller and Buyer agree that the Purchase Price and Assumed Liabilities (aplus other relevant items) No later than shall be allocated among the Purchased Assets for all purposes (including Tax and financial accounting) as shown on the allocation schedule prepared in accordance with Section 1060 of the Code (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Buyer’s Representative and delivered to Owners within sixty (60) calendar days after following the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeClosing Date. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected If Owners notify Buyer’s Representative in writing that Owners object to such draftone or more items reflected in the Allocation Schedule, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser Owners and Seller Buyer’s Representative shall negotiate in good faith to resolve such dispute in accordance with the requirements of Section 1060 of the Code; provided, however, that if Owners and Buyer’s Representative are unable to resolve any disputed items. If, dispute with respect to the Allocation Schedule within ninety (90) calendar days after following the final determination of Closing Date, Owners and Buyer’s Representative shall appoint by mutual agreement an Independent Accountant who, acting as experts and not arbitrators, shall resolve the Adjusted Payment Amount dispute in accordance with Section 1060 of the procedures set forth Code regarding the items reflected in Section 3.3the Allocation Schedule to which Owners objected. The Independent Accountant shall only decide the specific items under dispute by the parties. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as Owners and Buyer’s Representative shall agree in writing) after their engagement, Purchaser and Seller fail to agree on such allocation, any disputed aspects the Independent Accountant’s resolution of such allocation the aforementioned dispute regarding the Allocation Schedule shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final conclusive and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total considerationparties hereto, except that in the parties shall each pay one-half (50%) case of the fraud, a conflict of interest which is not disclosed in advance to both parties, or manifest error. The fees and expenses of the Independent Accountant shall be borne ratably by Seller and Owners (jointly and severally), on the one hand, and Buyer, on the other hand, in proportion to the relative differences between (a) the aggregate allocations proposed by each such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to party in any of Classes I through V under Section 1060 of the CodeCode that are disputed and (b) in accordance the allocations to such disputed classes as finally determined by the Independent Accountant (with the Independent Accountant also determining such ratable allocation specified in the Final Allocation Statementof its fees and expenses). Each of Purchaser Seller and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 Buyer shall file all Tax Returns (or any comparable form under state or local Tax lawincluding amended returns and claims for refund) and any required attachment thereto information reports in accordance a manner consistent with the Final Allocation Statement. Except Schedule as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such auditfinally determined. Any adjustment adjustments to the Purchase Price pursuant to Section 3.3 2.06 herein shall be allocated among in a manner consistent with the Assets by reference to the item or items to which such adjustment is attributableAllocation Schedule.

Allocation of Purchase Price. The Purchase Price (aincluding solely for this purpose, the Assumed Liabilities) No later than sixty (60) calendar days after will be allocated among the final determination Property in the manner required by Section 1060 of the Adjusted Payment Amount Internal Revenue Code of 1986, as amended (the “Code”) and the rules and regulations promulgated thereunder and, on a preliminary basis, in accordance with Schedule 3 (the procedures set forth in Section 3.3, “Preliminary Allocation Schedule”). Purchaser shall prepare and deliver Internal Revenue Service Form 8594 to Seller a draft of a statement within forty-five (45) days after the “Draft Allocation Statement”) setting forth Closing Date. Purchaser and Seller each agree to provide the allocation of other promptly with any other information required to complete the total consideration paid by Purchaser to Seller pursuant to this Agreement among Form 8594 or in connection with any negotiations regarding the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowForm 8594. If Seller objects to any item on the Draft Allocation Statement Form 8594, they shall, within ten (10) days after delivery of the Form 8594, notify Purchaser in writing within that they so object, specifying with particularity any such thirty (30) calendar-day perioditem and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Purchaser and Seller shall negotiate in good faith and use reasonable efforts to resolve any disputed such items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, If Purchaser and Seller fail are unable to agree on reach such allocation, any disputed aspects agreement within fifteen (15) days after receipt by Purchaser of such allocation notice, the disputed items shall be resolved by a nationally or regionally recognized independent accounting firm mutually selected by Purchaser and reasonably acceptable to Seller (the “Accounting Referee”) and any determination by the Accounting Referee shall be final. The Accounting Referee shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Accounting Referee is unable to resolve any disputed items before the due date for the Form 8594, the Form 8594 shall be filed by ▇▇▇▇▇▇▇▇▇ and Seller as prepared by Purchaser and then amended by each party to reflect the Accounting Referee’s resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Purchaser and Seller. The allocation For avoidance of doubt, ▇▇▇▇▇▇▇▇▇ and Seller agree that each will file all federal, state and local tax returns and related tax documents (including amended returns, claims for refund, and information reports) in a manner consistent with the total considerationForm 8594, as agreed upon by Purchaser the same may be adjusted and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or finally determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such auditthis Agreement. Any adjustment adjustments to the Purchase Price pursuant to Section 3.3 3 herein shall be allocated among in a manner consistent with the Assets by reference to Form 8594. The provisions of this Section shall survive the item or items to which such adjustment is attributableClosing.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within Within thirty (30) calendar days following the Closing Date, REG shall deliver to Parent a draft of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such Internal Revenue Service Form 8594 containing REG’s proposed allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code, of (i) the value of the Purchase Price less (ii) the Parent Investment plus (iii) any liabilities assumed by Buyer (the “Tax Allocation”). Parent shall have fifteen (15) days following receipt of the REG’s proposed Tax Allocation to notify REG in accordance with writing of any objections thereto. If Parent does not so object, the allocation specified Tax Allocation as proposed by REG shall be deemed accepted by Parent for all purposes hereunder and shall be conclusive and binding on the parties. If Parent objects to any portion of REG’s proposed Tax Allocation within the required time period, the parties shall in good faith attempt to resolve any dispute and, if the Final Allocation Statementparties so resolve all disputes, REG’s proposed Tax Allocation, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. Each If the parties do not reach agreement in resolving the dispute within fifteen (15) days after notice of Purchaser and Seller agrees objection is given by the Parent to timely fileREG, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant parties shall submit the dispute to a an independent accounting firm which is mutually agreeable to the parties (the “Arbiter”) for resolution. If the parties cannot agree on the selection of an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such an Arbiter, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after acceptance of appointment as Arbiter, the Arbiter shall determine (it being understood that in making such determination” under Section 1313 of , the Code (or any comparable provision of state or local lawArbiter shall be functioning as an expert and not as an arbitrator), neither Purchaser nor Seller based solely on written submissions by REG and Parent, and not by independent review, only those issues in dispute and shall take, or shall permit its Affiliates to take, render a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing written report as to the date resolution of the dispute and subject the resulting Tax Allocation, which shall be conclusive and binding on the parties. The fees, costs and expenses of such auditthe Arbiter shall be borne equally by REG and Parent. Any adjustment to Following final determination of the Purchase Price Tax Allocation pursuant to this Section 3.3 2.6(c), Parent, Seller, Buyer and REG shall be allocated among make consistent use of the Assets Tax Allocation for all Tax purposes and on all filings, declarations and reports with the IRS in respect thereof and shall not take any position inconsistent therewith in any examination of any Tax Return, in any refund claim, in any litigation or investigation or before any Taxing Authority, except as required by reference to the item or items to which such adjustment is attributableapplicable Law.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days As soon as practicable after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing, Purchaser Buyer shall prepare and deliver to Seller a draft of Parent a statement (the “Draft Allocation Statement”) ), setting forth the value of the Purchased Assets and of the covenant not to compete described in Article VI, which shall be used for the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement Purchase Price among the Purchased Assets for purposes and the covenant not to compete. (b) Parent shall have a period of Section 1060 15 days after the delivery of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected Statement to present in writing to such draftBuyer notice of any objections Parent may have to the allocation set forth in the Allocation Statement. Unless Parent timely objects, the Draft Allocation Statement shall become be binding on the Final Allocation Statement, as defined below. parties hereto without further adjustment. (c) If Seller objects to Parent shall raise any objections within the Draft Allocation Statement in writing within such thirty (30) calendar-15 day period, Purchaser Buyer and Seller Parent shall negotiate in good faith and use their commercially reasonable efforts to resolve any disputed itemssuch dispute. If, If the parties fail to agree within ninety (90) calendar five days after the final determination delivery of the Adjusted Payment Amount in accordance with notice, then the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation items shall be resolved by a KPMG, LLP, or if such firm declines to act in such capacity, by such other firm of independent nationally recognized independent accounting firm mutually accountants having no material relationship with Buyer or Sellers reasonably acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) both parties (the “Final Allocation StatementAccounting Referee”). The Accounting Referee shall resolve the dispute within 30 days of having the item referred to it. The costs, shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmthe Accounting Referee shall be borne equally by Sellers and Buyer. (bd) Purchaser Sellers and Seller Buyer shall report an allocation of such Purchase Price among the transaction contemplated by this Agreement Purchased Assets and the covenant not to compete in a manner entirely consistent with the Allocation Statement (including income Tax reporting requirements imposed any adjustment made pursuant to Section 1060 of the Code) 2.07(d)), and shall act in accordance with the allocation specified such Allocation Statement in the Final Allocation Statement. Each preparation of Purchaser financial statements and Seller agrees to timely filefiling of all Tax Returns (including, or cause to be timely filedwithout limitation, IRS filing Form 8594 (or any comparable form under state or local with its Federal Income Tax lawReturn for the taxable year that includes the date of the Closing) and in the course of any required attachment thereto in accordance with Tax audit, Tax review or Tax litigation relating thereto. (e) No later than 10 days prior to the Final Allocation Statement. Except as otherwise required pursuant filing of their respective Forms 8594 relating to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law)this transaction, neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such each party shall immediately notify deliver to the other party in writing as to the date and subject a copy of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableits Form 8594.

Allocation of Purchase Price. (a) No later than sixty (60) calendar Within 90 days after the final determination of the Adjusted Payment Amount in accordance with Final Working Capital Ratio, Final Closing Date Debt, Final Closing Date Transaction Expenses and Final Closing Date Cash, the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller the Sellers’ Representative a draft proposed allocation of the Purchase Price (and other relevant items for U.S. federal and applicable state Income Tax purposes) among the assets of the Company and the Subsidiaries in a statement manner consistent with Sections 1060, 751 and 755 of the Code (and applicable Regulations) and Schedule 6.4(g), which sets forth the mutually agreed allocation methodologies that shall be used to determine the final Purchase Price allocation (the “Draft Allocation StatementPurchase Price Allocation”) setting forth ). If the allocation Sellers’ Representative fails to deliver a written notice of objection to the Purchaser within the 20 Business Day period following delivery of the total consideration paid Purchase Price Allocation, the Sellers shall be deemed to have accepted the Purchase Price Allocation proposed by the Purchaser to Seller pursuant to this Agreement among the Assets Sellers’ Representative, which shall be final and binding on the Purchaser and the Sellers for purposes of Section 1060 of the Codetheir Tax Returns. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such drafthowever, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects Sellers’ Representative delivers a written notice of objection to the Draft Allocation Statement in writing Purchaser within such thirty (30) calendar-day 20 Business Day period, the Sellers’ Representative and the Purchaser and Seller shall negotiate endeavor in good faith to resolve any disputed items. If, items within ninety (90) calendar days 15 Business Days after the final determination date of the Adjusted Payment Amount in accordance with Purchaser’s receipt of the procedures set forth in Section 3.3, Sellers’ Representative’s written notice of objection (or such longer period of time as may be mutually agreed to by the Purchaser and Seller fail the Sellers’ Representative). If the Sellers’ Representative and the Purchaser are unable to agree on such allocationresolve the disputed items, any disputed aspects of such allocation the Sellers’ Representative and the Purchaser shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of submit the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object dispute to the Draft Allocation Statement or of good faith negotiations between Purchaser Independent Accountant to resolve all items remaining in dispute and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) the Independent Accountant shall be allocated between the Purchaser and Seller the Sellers in the manner provided for by Section 2.5(a). The Purchaser and the Sellers’ Representative shall report use commercially reasonable efforts to provide to the transaction Independent Accountant, on a timely basis, all back-up materials relating to the unresolved disputes requested by the Independent Accountant to the extent available to the Purchaser or its Representatives or the Sellers’ Representative and its Representatives. The Independent Accountant, in undertaking the tasks to be performed by it as provided herein, shall act as an expert and not as an arbitrator. The Purchaser and the Sellers’ Representative may present to the Independent Accountant any material related to the unresolved disputes (provided that copies of such material shall be provided to the other party) and discuss the issues in question with the Independent Accountant (provided that both Parties participate in such discussions, so that no “ex-parte” communications take place with the Independent Accountant). In conjunction with resolving any items in dispute between the Purchaser and the Sellers’ Representative, within 30 days of engagement of the Independent Accountant, the Independent Accountant shall prepare and deliver to the Purchaser and the Sellers’ Representative a Purchase Price Allocation reflecting its resolution of all issues in dispute. The determination by the Independent Accountant shall be final, binding and conclusive on the Parties. The Parties shall use the final Purchase Price Allocation to prepare and file IRS Form 8594 “Asset Acquisition Statement Under Section 1060” and any other federal, state, local or foreign Tax Returns (including for purposes of reporting gain from the sale of the Purchased Interests under Sections 741 and 751 of the Code). No Party shall take any inconsistent position with the final Purchase Price Allocation, unless otherwise required by applicable Law. The Parties shall use commercially reasonable efforts to cooperate in preparing, executing and filing with the IRS and any other state, local or foreign tax authorities all necessary information returns required to be filed with respect to the transactions contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation StatementAgreement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.42

Allocation of Purchase Price. (a) No later than Buyer and Seller shall use their good faith best efforts to agree upon an allocation among the Acquired Assets of the sum of the Purchase Price and the Assumed Liabilities consistent with Section 1060 of the Code and the Treasury Regulations thereunder within sixty (60) calendar days after the final Closing Date (or such later date as the Parties may mutually agree). Buyer and Seller 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 Buyer and Seller agree to accept the Independent Appraiser’s determination of the Adjusted Payment Amount fair value of the Acquired Assets. The cost of the appraisal shall be borne equally by Buyer and Seller. Each of Buyer and Seller agrees to file Internal Revenue Service Form 8594 ("Form 8594") and all federal, state, local and foreign Tax Returns in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver such agreed allocation (giving effect to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendarmutually-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (adjustments as a result of either Seller’s failure to object adjustments to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Closing Purchase Price pursuant to Section 3.9(a) (the “Final Allocation Statement”2.6), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser Buyer and Seller shall report the transaction transactions contemplated by this Agreement (including income and the Ancillary Agreements for federal Income Tax reporting requirements imposed and all other Tax purposes in a manner consistent with the allocation, if agreed-upon or determined by the Independent Appraiser in each case pursuant to this Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement2.7. Each of Purchaser Buyer and Seller agrees to timely file, or cause provide the other promptly with any other information required to be timely filed, IRS complete Form 8594 (or any comparable form under state or local Tax law) 8594. Each of Buyer and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent notify and provide the other with the Final Allocation Statement. In reasonable assistance in the event any party hereto receives notice of an examination, audit in respect of or other proceeding regarding the agreed upon allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributablePrice.

Allocation of Purchase Price. (a) No later than sixty (60) calendar Within 90 days after the final determination of the Adjusted Payment Amount in accordance with Final Working Capital Ratio, Final Closing Date Debt, Final Closing Date Transaction Expenses and Final Closing Date Cash, the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller the Sellers’ Representative a draft proposed allocation of the Purchase Price (and other relevant items for U.S. federal and applicable state Income Tax purposes) among the assets of the Company and the Subsidiaries in a statement manner consistent with Sections 1060, 751 and 755 of the Code (and applicable Regulations) and Schedule 6.4(g), which sets forth the mutually agreed allocation methodologies that shall be used to determine the final Purchase Price allocation (the “Draft Allocation StatementPurchase Price Allocation”) setting forth ). If the allocation Sellers’ Representative fails to deliver a written notice of objection to the Purchaser within the 20 Business Day period following delivery of the total consideration paid Purchase Price Allocation, the Sellers shall be deemed to have accepted the Purchase Price Allocation proposed by the Purchaser to Seller pursuant to this Agreement among the Assets Sellers’ Representative, which shall be final and binding on the Purchaser and the Sellers for purposes of Section 1060 of the Codetheir Tax Returns. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such drafthowever, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects Sellers’ Representative delivers a written notice of objection to the Draft Allocation Statement in writing Purchaser within such thirty (30) calendar-day 20 Business Day period, the Sellers’ Representative and the Purchaser and Seller shall negotiate endeavor in good faith to resolve any disputed items. If, items within ninety (90) calendar days 15 Business Days after the final determination date of the Adjusted Payment Amount in accordance with Purchaser’s receipt of the procedures set forth in Section 3.3, Sellers’ Representative’s written notice of objection (or such longer period of time as may be mutually agreed to by the Purchaser and Seller fail the Sellers’ Representative). If the Sellers’ Representative and the Purchaser are unable to agree on such allocationresolve the disputed items, any disputed aspects of such allocation the Sellers’ Representative and the Purchaser shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of submit the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object dispute to the Draft Allocation Statement or of good faith negotiations between Purchaser Independent Accountant to resolve all items remaining in dispute and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) the Independent Accountant shall be allocated between the Purchaser and Seller the Sellers in the manner provided for by Section 2.5(a). The Purchaser and the Sellers’ Representative shall report use commercially reasonable efforts to provide to the transaction Independent Accountant, on a timely basis, all back-up materials relating to the unresolved disputes requested by the Independent Accountant to the extent available to the Purchaser or its Representatives or the Sellers’ Representative and its Representatives. The Independent Accountant, in undertaking the tasks to be performed by it as provided herein, shall act as an expert and not as an arbitrator. The Purchaser and the Sellers’ Representative may present to the Independent Accountant any material related to the unresolved disputes (provided that copies of such material shall be provided to the other party) and discuss the issues in question with the Independent Accountant (provided that both Parties participate in such discussions, so that no “ex-parte” communications take place with the Independent Accountant). In conjunction with resolving any items in dispute between the Purchaser and the Sellers’ Representative, within 30 days of engagement of the Independent Accountant, the Independent Accountant shall prepare and deliver to the Purchaser and the Sellers’ Representative a Purchase Price Allocation reflecting its resolution of all issues in dispute. The determination by the Independent Accountant shall be final, binding and conclusive on the Parties. The Parties shall use the final Purchase Price Allocation to prepare and file IRS Form 8594 “Asset Acquisition Statement Under Section 1060” and any other federal, state, local or foreign Tax Returns (including for purposes of reporting gain from the sale of the Purchased Interests under Sections 741 and 751 of the Code). No Party shall take any inconsistent position with the final Purchase Price Allocation, unless otherwise required by applicable Law. The Parties shall use commercially reasonable efforts to cooperate in preparing, executing and filing with the IRS and any other state, local or foreign tax authorities all necessary information returns required to be filed with respect to the transactions contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableAgreement.

Allocation of Purchase Price. (a) No later than sixty (60) calendar Seller and Buyer agree to allocate the Purchase Price in accordance with Section 338 of the Code. Within 30 days after the final determination Closing Date, Buyer shall provide to Seller Buyer's proposed allocation of the Adjusted Payment Amount in accordance Purchase Price as finally determined and paid by Buyer hereunder. Within 30 days after the receipt of such allocation, Seller shall propose to Buyer any changes to such allocation or otherwise shall be deemed to agree with the procedures set forth in Section 3.3, Purchaser shall prepare such allocation. If Seller and deliver Buyer are unable to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth agree with respect to the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, final Purchase Price within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar 90 days after the final determination of the Adjusted Payment Amount Closing Date, then Seller and Buyer shall submit their respective allocation to arbitration in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller2.3.5. The allocation arbitrator shall resolve the dispute by allocating the Purchase Price based on methodologies and practices standard in valuations of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object businesses similar to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmCompany's business. (b) Purchaser Seller and Seller Buyer shall report the transaction contemplated reduce such allocation to writing, including jointly and properly executing four copies (two for Buyer and two for Seller) of completed Internal Revenue Service Form 8023 A, and any other forms or statements required by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance , 38 - STOCK PURCHASE AGREEMENT Treasury Regulations or the Internal Revenue Service, together with any and all attachments required to be filed therewith. Seller and Buyer shall file timely any such forms and statements with the allocation specified in Internal Revenue Service. (c) To the Final Allocation Statement. Each of Purchaser extent consistent with applicable law, Seller and Seller agrees Buyer shall not file any Tax Return or other documents or otherwise take any position with respect to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position Taxes which is inconsistent with such allocation of the Final Allocation Statementfinal Purchase Price, provided, however, that neither Seller nor Buyer shall be obligated to litigate any challenge to such allocation of the final Purchase Price by a Governmental Authority. (d) Seller and Buyer shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 7.3.2 and agree to consult with and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge. (e) Seller and Buyer shall each be responsible for their own costs with respect to the preparation, review and analysis of the allocation statements and any forms or statements prepared in connection with the allocation of the final Purchase Price. In the event that arbitration is commenced to resolve any party hereto receives notice of an audit in disagreement with respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject final Purchase Price allocation pursuant to the provisions of this Section 7.3.2, the costs of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 arbitration shall be allocated among the Assets shared equally by reference to the item or items to which such adjustment is attributableBuyer and Seller.

Allocation of Purchase Price. The Purchaser shall allocate the Purchase Price and the Assumed Liabilities (aand other relevant items, including those pursuant to Section 3.5 and Article XI), as of the Closing, among the classes of assets (as described in the Treasury Regulations promulgated under Section 338 of the Code) No to which the Purchased 20 Assets relate (the "ALLOCATION") in accordance with section 1060 of the Code and the regulations promulgated thereunder (or any similar provision of local or state Tax law) and shall submit the proposed Allocation to Radio Unica not later than sixty (60) calendar days after the final determination of Closing. If there is any adjustment to the Adjusted Payment Amount Purchase Price or the Assumed Liabilities (or other relevant items), the Purchaser shall modify the Allocation by allocating such adjustment among the Purchased Assets in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section section 1060 of the CodeCode and the regulations promulgated thereunder (or any similar provision of local or state Tax law) and shall submit the new proposed Allocation to Radio Unica within sixty (60) days of such adjustment. If, within thirty twenty (3020) calendar days of after the receipt of the Draft Allocation Statementproposed Allocation, Seller shall not have objected Radio Unica notifies the Purchaser in writing to such draftthat Radio Unica has concluded that the proposed Allocation is not in accordance with section 1060 of the Code and the regulations promulgated thereunder (or any similar provision of local or state Tax law), then Radio Unica and the Draft Allocation Statement Purchaser shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate attempt in good faith to resolve any disputed itemstheir disagreement within the twenty (20) days following Radio Unica's notification to the Purchaser of such disagreement. IfIf Radio Unica does not so notify the Purchaser within twenty (20) days of receipt of the proposed Allocation, within ninety (90) calendar days after or upon resolution of the dispute by Radio Unica and the Purchaser, the proposed Allocation shall become the final determination of Allocation. If Radio Unica and the Adjusted Payment Amount in accordance with Purchaser are unable to resolve their disagreement within the procedures set forth in Section 3.3twenty (20) days following any such notification by Radio Unica, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation the dispute shall be resolved by submitted to a nationally recognized independent accounting firm mutually acceptable to chosen jointly by the Purchaser and SellerRadio Unica, for resolution within twenty (20) days of such submission. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as All Parties shall cooperate fully to facilitate a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the prompt determination of the allocation of Allocation. For all Tax purposes, the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction transactions contemplated by this Agreement shall be reported in a manner consistent with the final Allocation and neither Radio Unica, the Purchaser, nor any of their respective Affiliates, shall take any position inconsistent therewith in any Tax Return (including income Tax reporting requirements imposed pursuant to Section 1060 IRS Form 8594), in any litigation or otherwise, unless required by applicable Law. The fees, costs and expenses of the Code) in accordance accounting firm retained to resolve any dispute with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 Allocation, if applicable, shall be allocated among borne equally by the Assets by reference to Purchaser, on the item or items to which such adjustment is attributableone hand, and Radio Unica, on the other.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Purchase Price shall be allocated among the final determination of Purchased Assets and the Adjusted Payment Amount Technology and Intellectual Property License Agreement, in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. IfCode and the treasury regulations promulgated thereunder, within thirty and the Buyer and the Sellers agree to (30a) calendar days of be bound by the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) act in accordance with the allocation specified in the Final Allocation Statement. Each preparation of Purchaser financial statements and Seller agrees to timely filefiling of all Tax Returns (including, or cause to be timely filedwithout limitation, IRS filing Internal Revenue Service Form 8594 (or any comparable form under state or local with their United States federal income Tax lawReturn) and in the course of any required attachment thereto in accordance Tax audit, Tax review or Tax litigation relating thereto, and (c) take no position and cause their Affiliates to take no position inconsistent with the Final Allocation Statement. Except as allocation for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to a “determination” under within the meaning of Section 1313 1313(a) of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller Code. The Purchase Price allocated to the Purchased Assets shall take, or separately allocate a specific amount to the Intellectual Property that constitutes Purchased Assets. The Buyer shall permit its Affiliates to take, a Tax position which is inconsistent after consultation with the Final Allocation Statement. In Sellers initially determine and send a written schedule to the event any party hereto receives notice of an audit in respect Sellers of the allocation of the consideration paid for Purchase Price within ninety (90) days after the Assets, Closing Date. The Sellers will be deemed to have accepted such party shall immediately notify the other party in writing as allocation schedule unless they provide written notice of disagreement to the date and subject Buyer within twenty (20) Business Days after the receipt of the Buyer’s notice of allocation. If the Sellers provide such audit. Any adjustment notice of disagreement to the Purchase Price pursuant Buyer, then the Parties shall proceed in good faith to Section 3.3 determine the allocation in dispute. If, within ten (10) days after the Buyer receives the Sellers’ notice of disagreement, the Parties have not reached agreement, then the Independent Accounting Firm shall be allocated among engaged to determine the Assets by reference to final allocation in dispute. The final allocation schedule shall be made in accordance with the item or items to which such adjustment is attributableprinciples set forth on Schedule 4.03.

Allocation of Purchase Price. (a) No As soon as reasonably practicable and in no event later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing Date, Purchaser shall prepare provide the Company with an allocation of the purchase price for federal income tax purposes, including any liabilities properly included therein among the Purchased Assets and deliver to Seller a draft of a statement the agreements provided for herein, for federal, state and local income tax purposes (the “Draft Allocation StatementInitial Allocation”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code). If, within Within thirty (30) calendar days of the receipt of the Draft Initial Allocation, the Company shall deliver a written notice (the “Objection Notice”) to Purchaser, setting forth in reasonable detail those items in the Initial Allocation Statementthat the Company disputes. The Company may make reasonable inquiries of Purchaser and its accountants and employees relating to the Initial Allocation, Seller and Purchaser shall not have objected use reasonable efforts to cause any such accountants and employees to cooperate with, and provide such requested information to, the Company in a timely manner. If prior to the conclusion of such thirty (30)-day period, Sellers notify Purchaser in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing that it will not provide any Objection Notice or if Sellers do not deliver an Objection Notice within such thirty (30)-day period, then Purchaser’s proposed Initial Allocation shall be deemed final, conclusive and binding upon each of the parties hereto. Within thirty (30) calendar-day perioddays of the Company’s delivery of the Objection Notice, the Company and Purchaser and Seller shall negotiate attempt to resolve in good faith to resolve any disputed itemsitems and failing such resolution, the unresolved disputed items shall be referred for final binding resolution to an Arbitrating Accountant. IfThe fees and expenses of the Arbitrating Accountant shall be paid 50% by Purchaser and 50% by the Company. Such determination by the Arbitrating Accountant shall be (i) in writing, within ninety (90ii) calendar furnished to Purchaser and the Company as soon as practicable (and in no event later than thirty (30) days after the final determination of items in dispute have been referred to the Adjusted Payment Amount Arbitrating Accountant), (iii) made in accordance with the procedures principles set forth in this Section 3.311.2, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser (iv) non-appealable and Seller. The allocation of the total consideration, as agreed upon incontestable by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (Company. As used herein, the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of Allocation” means the allocation of the total considerationPurchase Price, except that the parties shall each pay one-half (50%) of Assumed Liabilities and other related items among the fees Purchased Assets and expenses of such accounting firm. (b) the agreements provided for herein as finally agreed between Purchaser and Seller the Company or ultimately determined by the Arbitrating Accountant, as applicable, in accordance with this Section 11.2. The Allocation shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to be prepared in accordance with Section 1060 of the Code) Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Purchaser and Sellers shall each report the federal, state and local income and other Tax consequences of the transactions contemplated hereby in accordance a manner consistent with the allocation specified in Allocation, including, if applicable, the Final Allocation Statement. Each preparation and filing of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form Forms 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 1060 of the Code (or any comparable successor form or successor provision of state or local law)any future Tax Law) with their respective federal income Tax Returns for the taxable year which includes the Closing Date, and neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax will take any position which is inconsistent with the Final Allocation Statementunless otherwise required under applicable Law. In Sellers shall provide Purchaser and Purchaser shall provide Sellers with a copy of any information required to be furnished to the event any party hereto receives notice of an audit in respect Secretary of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Treasury under Code Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable1060.

Allocation of Purchase Price. Within forty-five (a45) No later than sixty (60) calendar days after following the final determination of date the Adjusted Payment Amount in accordance with the procedures set forth in Initial Purchase Price is finally determined pursuant to Section 3.32.6(b)(ii), Purchaser Buyer shall prepare and deliver present to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the written allocation of the total consideration paid by Purchaser to Seller sum of the amounts described in Section 2.5 pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeCode and any other applicable Tax laws, among the Purchased Assets for all Tax purposes in accordance with this Section 2.7 (the “Allocation”). If, within Within thirty (30) calendar days of the following receipt of the Draft Allocation Statementfrom Buyer, Seller shall not have objected may notify Buyer in writing that it does not consent to such draftthe use of the Allocation prepared by Buyer, identifying those items in the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowwith which it disagrees. If Seller objects fails to provide such notice within the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser it shall be treated as having agreed to the Allocation prepared by Buyer. If Seller timely provides such notice, then from that time until the expiration thirty (30) days after Seller provides such notice, Buyer and Seller shall negotiate in good faith to resolve reach mutual agreement regarding any disputed items. If, within ninety (90) calendar days after matters subject to such objection and the final determination of the Adjusted Payment Amount in accordance Allocation consistent with the procedures set forth in requirements of this Section 3.32.7, Purchaser and if Buyer and Seller fail do reach such agreement within such period, then the Allocation so agreed upon shall be deemed agreed by the parties for purposes of this Section 2.7. In the event that Seller timely provides such notice and Buyer and Seller are unable so to agree reach agreement on all such allocationmatters, any disputed aspects items shall be submitted to the Neutral Auditor for resolution. Buyer and Seller shall use their reasonable best efforts to cause the Neutral Auditor to complete its resolution of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation disputed items within fifteen (15) days of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the partiesits appointment. Each of Purchaser Buyer, on the one hand, and Seller the Seller, on the other hand, shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) percentage of the fees and expenses of the Neutral Auditor equal to the proportion of the dollar value of the disputed issues determined in favor of the other party. If there is an adjustment to the Initial Purchase Price pursuant to Section 2.6(b) or any amounts paid pursuant to Section 2.11, as the case may be, Buyer shall prepare and present to Seller an adjusted allocation of the purchase price (such accounting firm. adjusted allocation solely reflecting the adjustment to the Initial Purchase Price pursuant to Section 2.6 or any amounts paid pursuant to Section 2.11, as the case may be) within fifteen (b15) Purchaser days of that adjustment or payment becoming final, and the foregoing procedures shall be repeated except that the initial thirty (30) day time period shall be fifteen (15) days, and if Seller timely provides written notice that it does not consent to the use of the adjusted allocation, then Buyer and Seller shall report negotiate in good faith to reach mutual agreement within thirty (30) days following receipt of such written notice, and the transaction contemplated adjusted allocation thereafter shall be treated as the Allocation for purposes of this Agreement. Except as otherwise required by this Agreement applicable law, Buyer and Seller shall timely file in the manner required by applicable law all Tax Returns (including income Tax reporting requirements imposed such as IRS Form 8594 or any other forms or reports required to be filed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (Code or any comparable form under state provisions of applicable law (“Section 1060 Forms”)) in a manner that is consistent with the Allocation (whether mutually agreed to or local Tax lawresolved by the Neutral Auditor) and shall refrain from taking any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is action inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributabletherewith.

Allocation of Purchase Price. (a) No later than sixty (60) All amounts constituting consideration within the meaning of, and for the purposes of, Section 1060 of the Code and the regulations thereunder shall be allocated among the Purchased Assets in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable Laws. Within 60 calendar days after the final determination of the Adjusted Payment Amount in accordance Closing Date, Seller shall provide Buyer with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement proposed schedule (the “Draft Allocation StatementSchedule”) setting forth allocating all such amounts as provided herein. The Allocation Schedule shall become final and binding on the allocation of parties hereto 15 calendar days after Seller provides such schedule to Buyer, unless Buyer objects in writing to Seller, specifying the total consideration paid by Purchaser basis for its objection and preparing an alternative allocation. If Buyer does object, the Parties shall in good faith attempt to Seller pursuant to this Agreement among resolve the Assets for purposes of Section 1060 of the Code. If, dispute within thirty (30) 15 calendar days of the receipt written notice to Seller of the Draft Allocation Statement, Seller shall not have objected in writing to Buyer’s objection. Any such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), resolution shall be final and binding upon on the partiesparties hereto. Each of Purchaser Any unresolved disputes shall be promptly submitted to the Independent Accounting Firm for determination, which shall be final and binding on the parties hereto. Buyer and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall will each pay one-half (50%) of the fees and expenses of the Independent Accounting Firm. Buyer and Seller shall cooperate with each other and the Independent Accounting Firm in connection with the matters contemplated by this Section 3.3, including, without limitation, by furnishing such accounting firm. information and access to books, records (including, without limitation, accountants work papers), personnel and properties as may be reasonably requested. Each of the parties hereto agrees to (a) prepare and timely file all Tax Returns, including IRS Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule as finalized and (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) act in accordance with the allocation specified in Allocation Schedule for all tax purposes. The Parties hereto will revise the Final Allocation Statement. Each of Purchaser and Seller agrees Schedule to timely file, or cause the extent necessary to be timely filed, IRS Form 8594 (or reflect any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required post-Closing payment made pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent in connection with the Final Allocation Statementthis Agreement. In the event case of any party such payment, Seller shall propose a revised Allocation Schedule, and the parties hereto receives notice of an audit shall follow the procedures outlined above with respect to review, dispute and resolution in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributablerevision.

Allocation of Purchase Price. (ai) No later than sixty Within ninety (6090) calendar days after the final determination of the Adjusted Payment Amount Final Closing Statement in accordance with the procedures set forth in Section 3.31.4, Purchaser Seller shall prepare and deliver to Seller a draft Buyer an illustrative schedule setting forth the (i) proposed relative allocation of a statement the Closing Cash Consideration (as well as any additional amounts treated as consideration for applicable Tax purposes) among the Business and each Vantive Group Entity, determined in accordance with the Entity-Level Allocation Methodology (such allocation, the “Draft Allocation StatementEntity-Level Purchase Price Allocation”) setting forth and (ii) the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement applicable portion of the Entity-Level Purchase Price Allocation among the Assets assets of any Vantive Group Entity (x) that is treated as directly sold or exchanged by Seller or by ▇▇▇▇▇▇ Healthcare Holding Ltd. for U.S. federal income tax purposes of and treated as a partnership or disregarded entity for U.S. federal income tax purposes or (y) with respect to which a Section 1060 of 338(g) or Section 338(h)(10) is made for U.S. federal income Tax purposes, determined in accordance with the Code. If, within thirty Entity-Level Purchase Price Allocation and Asset-Level Allocation Methodology (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draftallocation, the Draft Allocation Statement “Asset-Level Purchase Price Allocation,” and collectively with the Entity-Level Purchase Price Allocation, the “Global Allocation”). The Parties shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate cooperate in good faith to resolve agree upon the Global Allocation. To the extent that any disputed items. Ifdisagreements cannot be resolved twenty (20) Business Days following the delivery of the Global Allocation, within ninety (90) calendar days after the dispute shall be presented to the Accountant, who shall make a final determination as to the Global Allocation (which determination, for the avoidance of doubt shall follow the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser Entity-Level Allocation Methodology and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and SellerAsset-Level Allocation Methodology). The allocation of the total consideration, as Global Allocation agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) parties or determined by an accounting firm under this Section 3.9(a) the Accountant hereunder (the “Final Allocation StatementGlobal Allocation”), ) shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all The fees and costs incurred by it expenses of the Accountant in connection with the resolution of any dispute under this Section 4.15(j)(i) shall be paid by each of Buyer and Seller in a manner consistent with Section 1.4(b)(vii). (ii) The Parties agree that they will not, and will not permit any of their respective Subsidiaries, and in the case of Buyer, Affiliates to, take a position (unless required by a final determination within the meaning of the allocation of the total consideration, except that the parties shall each pay one-half (50%Section 1313(a) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (Code or any comparable form under state similar state, local or local non-U.S. Law) on any Tax law) and Return or in any required attachment thereto Tax audit or examination before any Governmental Entity that is in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is way inconsistent with the Final Global Allocation. (iii) To the extent permitted by applicable Law, the Final Global Allocation Statement. In the event shall be amended to reflect any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the purchase price pursuant to this Agreement. (iv) Within thirty (30) days following the date hereof, the Parties shall cooperate in good faith in following the Entity-Level Allocation Methodology to the extent possible based on reasonably available information, and agree to an estimate of the Entity-Level Purchase Price Allocation to be used for applicable Tax reporting purposes with respect to certain transactions occurring pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributablePre-Closing Reorganization.

Allocation of Purchase Price. (ai) No Not later than sixty thirty (6030) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3date hereof, Purchaser Buyer shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth allocating the Purchase Price among the Shares. Seller shall have five (5) Business Days immediately following delivery of the Allocation Statement during which to notify Buyer in writing (the “Allocation Objection”) that it believes that the allocation set forth in the Allocation Statement does not reasonably reflect the relative fair market values of the total consideration paid by Purchaser Shares. If Seller fails to Seller pursuant to this Agreement among deliver an Allocation Objection within the Assets for purposes of Section 1060 of time period specified in the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draftimmediately preceding sentence, the Draft allocation set forth in the Allocation Statement shall become the Final Allocation Statement, as defined belowbe conclusive and binding on Buyer and Seller. If Seller objects to the Draft timely submits an Allocation Statement in writing within such thirty (30) calendar-day periodObjection, Purchaser then Seller and Seller Buyer shall negotiate endeavor in good faith to resolve any disputed items. If, agree on the calculation of the Allocation Statement within ninety five (905) calendar days Business Days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser date Buyer receives such Allocation Objection. If Seller and Seller Buyer fail to agree on the calculation of the Allocation Statement within five (5) Business Days after the date Buyer receives such allocationAllocation Objection, any disputed aspects the calculation of the Allocation Statement will be resolved in the manner described in Section 3.1(c)(ii) below. Any such allocation determined in accordance with this Section 3.1(c)(i) or Section 3.1(c)(ii) is referred to herein as the “Allocation”. (ii) If Buyer and Seller have not agreed on the Allocation Statement within five (5) Business Days after the date Buyer receives such Allocation Objection, then Buyer and Seller shall be resolved by a refer any remaining disputes relating thereto for resolution to Ernst & Young LLP, or such other nationally recognized independent accounting firm that is mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser Buyer and Seller (as a result the “Accounting Expert”). Within five (5) Business Days of either Seller’s failure to object the selection of the Accounting Expert, Buyer and Seller shall each deliver to the Draft Accounting Expert a notice setting forth in reasonable detail their calculation of the Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation StatementNotices”), shall be final and binding upon the parties. Each of Purchaser Buyer and Seller shall bear all instruct the Accounting Expert to render its determination within ten (10) Business Days after receiving the Allocation Notices. The amount determined by the Accounting Expert shall be the Allocation. (iii) The fees and costs expenses of the Accounting Expert incurred by it in connection with the determination activities contemplated by Section 3.1(c)(ii) shall be borne equally by Buyer and Seller. Each party will bear the costs of the allocation of the total considerationits own counsel, except that the parties shall each pay one-half witnesses (50%if any) of the fees and expenses of employees in connection with such accounting firmdispute. (biv) Purchaser Buyer and Seller shall report allocate any adjustment to the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified Purchase Price in the Final same manner as the Allocation Statementwas prepared. Each Neither Seller, Buyer nor any of Purchaser and Seller agrees to timely file, their respective Affiliates shall file any Tax Return or cause to be timely filed, IRS Form 8594 (other document or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates agree to take, a any position on any Tax position Return which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets unless otherwise required by reference to the item or items to which such adjustment is attributablelaw.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after Buyer and the final determination Sellers agree that all amounts properly treated as purchase price for the Purchased Entities and the Purchased Assets for U.S. federal income tax purposes initially shall be allocated among each of the Adjusted Payment Amount Purchased Entities and the Purchased Assets in accordance with the procedures allocation set forth on Section 2.2 of the Sellers Disclosure Schedule (the 11 “Initial Closing Date Allocation”). As soon as practicable, and in any event not later than ninety (90) days after the determination of the Closing Statement pursuant to Section 2.4, the Sellers shall provide to Buyer (i) an allocation of any post-Closing adjustments described in Section 3.32.4 among the Purchased Entities and the Purchased Assets in an appropriate and equitable manner and (ii) an allocation of all amounts that were allocated pursuant to the Initial Closing Date Allocation, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth as adjusted by the allocation described in clause (i) of this sentence, to the total consideration paid Purchased Assets and any Purchased Entity that is classified as an entity disregarded as separate from any Seller for U.S. federal income tax purposes among each Purchased Asset and the assets owned by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of each such Purchased Entity, respectively, in accordance with Section 1060 of the CodeCode and the Treasury Regulations thereunder (clauses (i) and (ii), collectively, the “Proposed Allocation”). If, In the event that Buyer objects to the Proposed Allocation in writing within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draftProposed Allocation, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser Sellers and Seller Buyer shall negotiate in good faith to resolve any disputed itemsthe dispute. If, within ninety (90) calendar days after If the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser Sellers and Seller Buyer fail to agree on such allocationallocation within thirty (30) days following Buyer’s written objection, any disputed aspects of such allocation shall be resolved determined, within a reasonable time, by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Sellerthe Arbitrating Accountants. The allocation of the total considerationallocation, as agreed upon by Purchaser the Sellers and Seller Buyer (either because Buyer does not object in writing to the Proposed Allocation or as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser the Sellers and SellerBuyer) or determined by an accounting firm the Arbitrating Accountants under this Section 3.9(a) 2.2 (the “Final Allocation StatementAllocation”), shall be final and binding upon the parties. Each Parties and each of Purchaser the Sellers, on the one hand, and Seller Buyer, on the other hand, shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total considerationFinal Allocation, except that the parties Parties shall each pay one-half (50%) of the fees and expenses of such accounting firmthe Arbitrating Accountants in accordance with Section 2.5. The Final Allocation shall be subsequently amended as required by applicable Law to reflect any adjustments (including pursuant to Section 8.11) to any amounts properly treated as purchase price for the Purchased Entities and Purchased Assets after the date the Final Allocation is completed in a manner consistent with the Final Allocation and as otherwise agreed to among the Parties. (b) Purchaser Each of the Sellers and Seller Buyer shall report the transaction contemplated by this Agreement prepare and file, and cause its Affiliates to prepare and file, its Tax Returns (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law8594) and any required attachment thereto in accordance on a basis consistent with the Final Allocation StatementAllocation. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or The Sellers and Buyer shall not take any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event Allocation; provided, however, that nothing contained herein shall prevent any party hereto receives notice of an audit in respect Party or its Affiliates from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the allocation of Final Allocation, and no Party hereto or its Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the consideration paid for the AssetsFinal Allocation, such party shall immediately notify the other party in writing as each case, subject to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to provisions set forth in Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable8.4.

Allocation of Purchase Price. Purchaser shall prepare and provide to Seller, for Seller’s review, a draft allocation of the Adjusted Purchase Price (atogether with related workpapers) No later than sixty within ninety (6090) calendar days after the final determination Closing Date. Seller shall notify Purchaser within ten (10) Business Days of the Adjusted Payment Amount receipt of such draft allocation of any objection Seller may have thereto, along with any specific proposed revisions. Purchaser and Seller agree to resolve any disagreement (any such disagreement, an “Allocation Dispute”) with respect to such allocation in good faith and with due diligence, all in accordance with the procedures residual method set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty Code (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below“Allocation”). If Seller objects and Purchaser are unable to the Draft resolve any such Allocation Statement in writing Dispute within such thirty twenty (3020) calendar-day perioddays of Seller notifying Purchaser of any objection, Purchaser and Seller shall negotiate in good faith submit any such Allocation Dispute to the Independent Accounting Firm to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.32.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the partiesmutatis mutandis. Each Party shall pay its respective costs and expenses incurred in relation to seeking resolution of Purchaser an Allocation Dispute hereunder and Seller shall bear all split equally the fees and costs incurred by it in connection with the determination of the allocation Independent Accounting Firm. Any agreed-upon Allocation or Allocation determined by the Independent Accounting Firm shall become a “Final Allocation”, and (i) any adjustments to the Adjusted Purchase Price, or to any other items of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified cost, or expense taken into account in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely filefor U.S. federal income Tax purpose, or cause to shall be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto allocated in accordance a manner consistent with the Final Allocation Statement. Except Allocation, and (ii) except as otherwise required pursuant by applicable Law, each of Seller and Purchaser agrees it shall, and shall cause each of its Affiliates, (a) to a “determination” under Section 1313 of the Code report, act, and file all Tax Returns in all respects and for all purposes consistent with any Final Allocation, and (b) to not take any position for Tax purposes (whether in any Tax proceeding or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which otherwise) that is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price determined pursuant to this Section 3.3 3.2(d); provided, however, that no Person shall be allocated among unreasonably impeded in its ability and discretion to negotiate, compromise, or settle any Tax audit, claim, or similar proceedings in connection with the Assets by reference to Final Allocation. The obligations of this Section 3.2(d) shall survive the item or items to which such adjustment is attributableClosing.

Allocation of Purchase Price. For U.S. federal, state and local income Tax purposes, the parties agree that the Purchase Price, liabilities, and other acquisition consideration allocable for U.S. federal income tax purposes shall be allocated among the assets of the Purchased Company deemed to have been purchased by Buyer for U.S. federal income tax purposes. Such allocations shall be made pursuant to Section 1060 of the Code and the Treasury Regulations promulgated thereunder in accordance with the methodology set forth in Section 7.05 of the Disclosure Schedules (a) No later than the “Allocation Methodology”). Within sixty (60) calendar days after following the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing Date, Purchaser Buyer shall prepare and deliver to Seller a draft of Representative a statement (the “Draft Allocation Statement”) setting forth ), which shall allocate the allocation Purchase Price and other acquisition consideration allocable for federal income Tax purposes among the assets of the total consideration paid by Purchaser to Seller pursuant to Purchased Company (the “Allocation”). Notwithstanding anything in this Agreement among to the Assets for purposes of Section 1060 contrary, the parties agree that the Allocation Statement (and computation of the CodeAllocation) will be consistent with the methodologies, policies and principles of the Allocation Methodology. If, within thirty (30) calendar days after the delivery of the receipt of the Draft Allocation Statement, Seller shall not have objected Representative notifies Buyer in writing that Seller Representative objects to such draft, the Draft Allocation Statement shall become set forth in the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser Buyer and Seller Representative shall negotiate in good faith to resolve any disputed items. If, such dispute within ninety sixty (9060) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statementdays. In the event any party hereto receives notice that Buyer and Seller Representative are unable to resolve such dispute, such disputed items shall be submitted for resolution to the Minneapolis, Minnesota office of KPMG US LLP or, if the Minneapolis, Minnesota office of KPMG US LLP is unable to serve, Buyer and Seller Representative shall appoint by mutual agreement within five (5) Business Days the office of an audit in respect impartial nationally recognized firm of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.independent certified public

Allocation of Purchase Price. (a) No later than sixty (60) calendar Within 90 days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing ---------------------------- Date, Purchaser shall prepare and deliver provide to Seller for Seller's review a draft of the exhibits proposed to be attached to the Form 8023 and a statement (the “Draft Allocation Statement”) setting forth the allocation copy of the total consideration paid Internal Revenue Service Form 8594 (if required by Purchaser applicable Law) or other required forms, if any, related to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Codeasset acquisitions and any required exhibits thereto. If, within thirty (30) calendar Within 150 days of the Closing Date, Purchaser shall provide to Seller for Seller's review finalized versions of the draft documents delivered by Purchaser pursuant to the previous sentence, which finalized versions shall contain entries that are identical to the draft documents except for those changes resulting from changes in facts or circumstances not known or contemplated at the time of the Closing. Within 30 days after receipt of the Draft Allocation Statementsuch draft documents or finalized versions thereof, Seller shall not have objected shall, in writing to such draftwriting, the Draft Allocation Statement shall become the Final Allocation Statement, as defined beloweither agree or state its objections. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, and Purchaser and Seller shall negotiate in good faith to attempt to resolve any objections. If Seller and Purchaser are unable to resolve any Purchase Price allocation differences within 30 days, then any remaining disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser matters will be finally and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved conclusively determined by a nationally recognized known independent accounting firm mutually acceptable to (the "Allocation Arbiter") selected by Purchaser and Seller, which firm shall not be the then regular auditors of Purchaser or Seller. The Promptly, but not later than 10 days after its acceptance of its appointment, the Allocation Arbiter will determine (based solely on presentations by Seller and Purchaser and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the total considerationPurchase Price, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall which report will be final conclusive and binding upon the parties. Each of Purchaser and Seller shall bear all The fees and costs incurred by it in connection with the determination expenses, if any, of the allocation of the total consideration, except that the parties Allocation Arbiter shall each pay be paid one-half by Seller and one-half by Purchaser. Seller and Purchaser shall file the Form 8023 (50%and any other documents required by law to make the Election) of on or before the fees due date for making the Election. Seller and expenses of such accounting firm. Purchaser agree to follow said purchase price allocation (b) Purchaser and Seller which shall report the transaction include any adjustments to said allocation resulting from purchase price adjustments contemplated by this Agreement (including Section 10.6 hereof) for purposes of all U.S. federal and, where applicable, state and local income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely filefranchise tax returns, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of extent said values are relevant for such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributablepurposes.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Parties agree to allocate the final determination Purchase Price to be paid for the Purchased Assets in accordance with Section 1060 of the Adjusted Payment Amount Code. The Parties agree that Buyer shall prepare and provide to Seller a draft allocation of the Purchase Price among the Purchased Assets forty-five (45) days before the Closing Date using estimated fair value for the assets at that time. Seller shall notify Buyer within thirty (30) days of receipt of such draft allocation of any objection Seller may have thereto. Unless Seller delivers a notice of objection with respect to the allocation of the Purchase Price by the conclusion of such thirty (30) day period, the draft allocation provided by Buyer to Seller pursuant to the second sentence of this Section 2.7 shall become final and binding upon the Parties using the updated fair value on the Closing Date. The Parties agree to resolve any disagreement with respect to such allocation in good faith. If a resolution of such disagreement has not been effected within fifteen (15) days (or longer, as mutually agreed by the Parties) after delivery of an objection by Seller, then the Parties shall submit such disagreement for determination by a third-party accounting firm mutually agreeable to the Parties and such determination shall be binding on the Parties. In addition, the Parties hereby undertake and agree to file timely any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060(b) of the Code, and shall use the allocation determined pursuant to this Section 2.7 in connection with the preparation of IRS Form 8594 as such form relates to the acquisition of the Purchased Assets. None of the Parties shall file any Tax Return or other document or otherwise take any position which is inconsistent with the allocation determined pursuant to this Section 2.7, except as may be adjusted by subsequent agreement following an audit by the IRS or by an Order; provided that none of the Parties (nor their respective Affiliates) shall be obligated to litigate any challenge to such allocation of the Purchase Price by any Governmental Body. Any indemnification payment treated as an adjustment to the Purchase Price under Section 6.6(e) hereof shall be reflected as an adjustment to the price allocated to the specific asset, if any, giving rise to the adjustment, and if any such adjustment does not relate to a specific asset such adjustment shall be allocated among the Purchased Assets in a manner consistent with the allocation prepared in accordance with the procedures set forth in this Section 3.32.7, Purchaser and the Parties shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate cooperate with each other in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to promptly amend the Purchase Price allocation, as applicable. The Parties shall promptly inform one another of any challenge by any Governmental Body to any allocation made pursuant to this Section 3.3 shall be allocated among the Assets by reference 2.7 and agree to consult with and keep one another informed with respect to the item state of, and any discussion, proposal or items to which submission with respect to, such adjustment is attributablechallenge.

Allocation of Purchase Price. Prior to the Closing, Purchaser shall engage an independent third party appraiser (athe “Appraiser”) No later than sixty (60) calendar days after the final determination to promptly prepare an appraisal of the Adjusted Payment Amount fair market values of the tangible Purchased Assets (the “Appraisal”). The Purchaser and the Company shall jointly participate in accordance the Appraisal process with both having equal access to the procedures Appraiser. Purchaser and the Company shall allocate the Purchase Price in amounts equal to the fair market values of the tangible Purchased Assets set forth in the Appraisal, consistent with the principles of Section 3.3, Purchaser shall prepare and deliver to Seller a draft 1060 of a statement the Code (the “Draft Allocation StatementAllocation”) setting forth ). After the allocation Closing, the Parties shall make consistent use of the total consideration paid by Purchaser allocation, fair market value and useful lives specified in the Allocation for all Tax purposes and in all filings, declarations and reports with the Internal Revenue Service (“IRS”), or any other Governmental Authority, in respect thereof, including the reports required to Seller pursuant to this Agreement among the Assets for purposes of be filed under Section 1060 of the Code. If, within thirty Within forty-five (3045) calendar days of after the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day periodClosing Date, Purchaser and Seller the Company shall negotiate in good faith jointly prepare the IRS Form 8594 to resolve be filed with the IRS. In any disputed items. If, within ninety (90) calendar days after proceeding related to the final determination of any Tax, neither Purchaser, the Adjusted Payment Amount in accordance with Company, nor the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on Principal Shareholders shall contend or represent that such allocation, any disputed aspects of such allocation shall be resolved by Allocation is not a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The correct allocation of the total consideration, as agreed upon by Purchase Price. Purchaser and Seller (as a result the Company agree that the fair market value of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Selleragreements provided for in Section 7.3(a) or determined by an accounting firm under this Section 3.9(a) shall be $1,000,000 (the “Final Allocation StatementNon-Compete Allocation”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay onewhich Non-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Compete Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among between the Assets agreements of each of the Company and the Principal Shareholders contained in such Section in a reasonable manner as determined by reference to the item or items to which such adjustment is attributableCompany and the Principal Shareholders.

Allocation of Purchase Price. Within seventy-five (a75) No later than sixty (60) calendar days after the final determination of Closing, Buyer shall deliver to Sellers for Sellers’ review and approval allocation schedule(s) (the Adjusted Payment Amount “Allocation Schedule(s)”) allocating the Purchase Price, including the Assumed Liabilities that are liabilities for federal income Tax purposes, among the Acquired Assets. The Allocation Schedule(s) shall be reasonable and shall be prepared in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeCode and the regulations thereunder. If, within thirty (30) calendar days The approval of the Allocation Schedule(s) by Sellers shall not be unreasonably withheld, and in the event that Sellers shall have objections to all or any portion of the Allocation Schedule(s) then, on or before the twentieth (20th) Business Day following their receipt of the Draft Allocation StatementSchedule(s) from Buyer as herein provided, Seller Sellers shall not have objected in writing deliver to Buyer a written objection to such draftAllocation Schedule(s), which written objection shall set forth in reasonable detail the Draft Allocation Statement basis for the objections of Sellers thereto. In the event that Sellers shall become the Final Allocation Statement, as defined below. If Seller objects deliver to Buyer a written objection to the Draft Allocation Statement Schedule(s) in writing within such thirty (30) calendar-day periodaccordance with this Section 3.3, Purchaser Sellers and Seller Buyer shall negotiate thereafter work in good faith to resolve any and all objections set forth therein and, upon such resolution. If Sellers and Buyer are unable to resolve any material differences with regard to the allocation of the Purchase Price within fifteen (15) Business Days after Sellers’ delivery of such written objection, then any disputed itemsmatters will be finally and conclusively determined by an independent certified public accounting firm or independent certified appraisal firm (the “Allocation Arbiter”) mutually agreed upon by Buyer and Sellers (such agreement not be unreasonably withheld or delayed by Buyer or Sellers). IfBuyer and Sellers shall instruct the Allocation Arbiter to promptly, within ninety but not later than thirty (9030) calendar days after its acceptance of appointment, determine (based solely upon representations of Buyer and Sellers and not by independent review) only those matters in dispute and render a written report as to the final disputed matters and the resulting allocation. Such a determination of by the Adjusted Payment Amount Allocation Arbiter shall, absent manifest error, be conclusive and binding on the Parties. The Allocation Arbiter’s fees and expenses shall be borne equally by Buyer, on the one hand, and Sellers, on the other hand. Buyer and Sellers will each file IRS Forms 8594, and all Tax Returns, in accordance with the procedures set forth in Allocation Schedule(s) that are established pursuant to the terms of this Section 3.3. Sellers, Purchaser on the one hand, and Seller fail Buyer, on the other hand, each agrees to agree on such allocation, provide the other promptly with any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable other information required to Purchaser and Sellercomplete IRS Forms 8594. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Neither Buyer nor any Seller shall bear all fees take any Tax position inconsistent with such Allocation Schedule(s) and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and neither Buyer nor any Seller shall report the transaction contemplated agree to any proposed adjustment based upon or arising out of Allocation Schedule(s) by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify Governmental Authority without first giving the other party in writing as 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(s), and neither Buyer nor any Seller shall be required to the date and subject litigate before any court any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableAllocation Schedule(s).

Allocation of Purchase Price. (a) No later than sixty (60) calendar days As soon as practicable after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing, Purchaser Buyer shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) ), setting forth the value of the Purchased Assets which shall be used for the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement Purchase Price and the Assumed Liabilities among the Purchased Assets for purposes of and the Assumed Liabilities, and which shall comply with Section 1060 of the Code. IfSeller shall have a period of fifteen (15) Business Days after the delivery of the Allocation Statement to present in writing to Buyer notice of any objections Seller may have to the allocation set forth in the Allocation Statement. Unless Seller timely objects, the Allocation Statement shall be binding on the Parties without further adjustment. If Seller shall raise any objections within the fifteen (15) Business Day period, Seller and Buyer shall negotiate in good faith and use their best efforts to resolve such dispute. If the Seller and Buyer fail to agree within five (5) Business Days after the delivery of the notice of objection, then the disputed items shall be resolved by Accounting Referee (defined below). The Accounting Referee shall resolve the dispute (the “Accounting Determination”) within thirty (30) calendar days of having the receipt of the Draft Allocation Statement, Seller shall not have objected in writing item referred to it and such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), Accounting Determination shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that on the parties shall each pay one-half (50%) of the hereto. The costs, retainers, fees and expenses of such accounting firm. (b) Purchaser the Accounting Referee shall be borne equally by Seller and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed Buyer. Any payments made pursuant to Section 1060 2.8 of the Code) this Agreement shall be allocated in accordance with the determination mutually agreed by Seller and Buyer. The Parties acknowledge that the allocations pursuant to the Allocation Statement shall be binding upon the Parties for all applicable federal, state, local and foreign Tax purposes. Seller and Buyer agree to report an allocation specified of such Purchase Price among the Purchased Assets in a manner entirely consistent with the Final Allocation Statement. Each of Purchaser Statement and Seller agrees agree to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto act in accordance with such Allocation Statement in the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 preparation of financial statements and filing of all Tax Returns (including, without limitation, filing Form 8594 with its federal income Tax Return for the taxable year that includes the date of the Code Closing) and in the course of any Tax audit, Tax review or Tax litigation relating thereto. No later than ten (or any comparable provision 10) days prior to the filing of state or local law)their respective Forms 8594 relating to this transaction, neither Purchaser nor the Buyer and Seller shall take, or shall permit deliver to each other a copy of its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributablerespective Form 8594.

Allocation of Purchase Price. (a) No later than sixty (60) calendar Within 60 days after the final determination later of (i) the Closing Date and (ii) the date on which the Buyers' Accountants provide their audit reports on the Closing Balance Sheets to the Buyers, the Buyers shall provide to the Sellers proposed allocations of (x) the aggregate of the Adjusted Payment Amount Purchase Price (as adjusted pursuant to Section 2.2) and the Assumed Liabilities (collectively, the "SELLERS' CONSIDERATION") and (y) the aggregate of the Sellers' Consideration and all other capitalized costs (collectively, the "BUYERS' CONSIDERATION") among the Assets acquired from each Seller, on a Seller-by-Seller basis. The amount allocated to the Non-Competition Agreement shall be $50,000. In the case of Granutec, such proposed allocations shall be prepared in accordance with Section 1060 of the Code and the Treasury regulations issued thereunder. In the case of ▇▇▇▇▇▇▇, such proposed allocations shall be prepared in accordance with the procedures set forth applicable provisions of Canadian Tax law. The parties shall cooperate in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (determining the “Draft Allocation Statement”) setting forth the allocation final allocations of the total consideration paid by Purchaser to Seller pursuant to this Agreement Buyers' Consideration and the Sellers' Consideration among the Assets (the "FINAL ALLOCATIONS"). Any dispute with respect thereto shall be referred for purposes resolution to a firm of Section 1060 independent public accountants of international standing chosen by agreement of the Code. Ifparties, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such firm to be divided evenly between the Buyers and the Sellers. The decision of such accounting firm. firm with respect to such dispute shall be final and binding; PROVIDED, that (bi) Purchaser in the event that the Buyers' Consideration exceeds the aggregate Book Value of the Assets, the Final Allocations shall not result in an allocation of Buyers' Consideration among the Assets in one jurisdiction in an amount less than the aggregate Book Value of the Assets in such jurisdiction, (ii) in the event that the aggregate Book Value of the Assets exceeds the Buyers' Consideration, the Final Allocations shall result in such excess in each jurisdiction not being materially different in amount, and Seller (iii) the amount allocated to the Non-Competition Agreement shall report not exceed $50,000. In connection with the transaction contemplated by this Agreement preparation of the foregoing proposed allocations, reports and the Final Allocations, the parties shall cooperate with each other and provide such information as any of them shall reasonably request. The parties shall (including income Tax reporting requirements imposed i) prepare and file all statements or other information required to be furnished to any Governmental Authority pursuant to Section to, in the case of Granutec, section 1060 of the Code) in accordance with Code and the allocation specified Treasury Regulations and, in the Final Allocation Statement. Each case of Purchaser and Seller agrees to timely file▇▇▇▇▇▇▇, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local the applicable provisions of Canadian Tax law) and any required attachment thereto , in accordance a manner consistent with the Final Allocation Statement. Except as otherwise Allocations and (ii) prepare all Tax Returns and forms required pursuant to be filed by them (including IRS Form 8594) in a “determination” under Section 1313 manner consistent with such allocations, and shall not take any position contrary to such allocations with any Governmental Authority without the express written consent of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableother.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Seller and the final determination Buyer agree to determine for Income Tax and Tax purposes the amount of and allocate the Adjusted Payment Amount Purchase Price and Assumed Liabilities among the Purchase Assets in accordance with the procedures set forth fair market value of the Purchased Assets. Within 120 days after the Closing Date, the Buyer shall provide to the Seller copies of IRS Form 8594 and any required exhibits thereto, prepared in accordance with Section 3.3, Purchaser shall prepare and deliver to Seller a draft 1060 of a statement the Code (the “Draft Allocation Statement”) setting forth ), with the Buyer’s proposed allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets (as determined for purposes of Section 1060 1060). The Allocation Statement shall be amended within 15 days of any final adjustment under Section 3.3, to reflect any such payment in the Allocation Statement. The Seller shall review the Allocation Statement and, to the extent the Seller in good faith disagrees with the content of the CodeAllocation Statement, the Seller shall, within 30 days after receipt of the Allocation Statement, provide written notice to the Buyer of such disagreement, which notice shall contain specific items of disagreement and reasons therefor. If the Seller does not object by written notice within such 30-day period, the Buyer’s Allocation Statement shall be final, binding and conclusive for all Income Tax and Tax purposes. If, however, the Parties are unable to agree on the Allocation Statement within thirty (30) calendar days of the Buyer’s receipt of the Draft Seller’s written notice objecting to the Allocation Statement, the items in dispute shall be resolved by the Neutral Auditor. Promptly, but not later than 15 days after its acceptance of appointment hereunder, the Neutral Auditor will determine (based solely upon representations of the Buyer and the Seller and not by independent review) only those matters in dispute, and will render a written report as to the disputed matters and the resulting allocation of the consideration, which report shall not have objected in writing be conclusive and binding upon the Parties. The fees, expenses and costs of the Neutral Auditor shall be borne equally by the Parties. No Party shall take any position inconsistent with the Allocation Statement (or any adjustment to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowmodified by the Neutral Auditor or contemplated by the next sentence) for Income Tax and Tax reporting purposes (including on IRS Form 8594), except as required otherwise by applicable Law. If Seller objects Any adjustments to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation consideration shall be resolved allocated as provided by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”Treasury Regulation § 1.1060-1(c), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event that the allocation as determined hereunder is disputed by any party hereto receives Tax Authority, the Party receiving notice of an audit in respect of the allocation of the consideration paid for the Assets, such party dispute shall immediately promptly notify and consult with the other party in writing as to Parties and keep the date and subject other Parties apprised of material developments concerning resolution of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributabledispute.

Allocation of Purchase Price. (a) No later than Within sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing Date, Purchaser shall prepare and deliver to Seller a draft of Sellers a statement (allocating the “Draft Allocation Statement”) setting forth the allocation sum of the total consideration paid by Purchaser to Seller pursuant to this Agreement Purchase Price, the Assumed Liabilities and other relevant items among the Acquired Assets for purposes of in accordance with Section 1060 of the Code. IfCode and the Treasury regulations promulgated thereunder and the Income Tax Act and upon reasonable consultation with Sellers, within thirty (30) calendar days of the receipt of the Draft Allocation Statementand with Sellers’ consent, Seller which consent shall not have objected in writing to be unreasonably withheld or delayed (such draftstatement, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”). The parties shall follow the Allocation Statement for purposes of filing IRS Form 8594 and all other Tax Returns, and shall not voluntarily take any position inconsistent therewith. If the IRS or any other taxation authority proposes a different allocation, Sellers or Purchaser, as the case may be, shall be final promptly notify the other party of such proposed allocation. Sellers or Purchaser, as the case may be, shall provide the other party with such information and binding upon the parties. Each shall take such actions (including executing documents and powers of Purchaser and Seller shall bear all fees and costs incurred by it attorney in connection with such proceedings) as may be reasonably requested by such other party to carry out the determination purposes of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statementsection. Except as otherwise required by Applicable Law or pursuant to a “determination” under Section 1313 1313(a) of the Code (or any comparable provision of state United States state, local, or local non-United States law), (i) the transactions contemplated by Article II of this Agreement shall be reported for all Tax purposes in a manner consistent with the terms of this Section 2.5(c); and (ii) neither Purchaser party (nor Seller shall take, or shall permit its Affiliates to take, a Tax any of their Affiliates) will take any position which is inconsistent with the Final Allocation Statementthis Section 2.5(c) in any Tax Return, in any refund claim, in any litigation or otherwise. In the event any party hereto receives notice of an audit in respect of Notwithstanding the allocation of the consideration paid for Purchase Price set forth in the AssetsAllocation Statement, such party nothing in the foregoing shall immediately notify the other party in writing as be determinative of values ascribed to the date Acquired Assets or the allocation of the value of the Acquired Assets in any plan or reorganization or liquidation that may be proposed and subject the Sellers reserve the right on their behalf and on behalf of such audit. Any adjustment the Sellers’ estates, to the Purchase Price pursuant extent not prohibited by Applicable Law and accounting rules, for purposes of any plan of reorganization or liquidation, to Section 3.3 shall be allocated among the Assets by reference ascribe values to the item Acquired Assets and to allocate the value of the Acquired Assets to different Sellers in the event of, or items in order to which such adjustment is attributableresolve, inter-estate creditor disputes in the Bankruptcy Cases.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Parties agree that the final determination of the Adjusted Payment Amount Asset Consideration shall be allocated in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeCode and the Treasury Regulations thereunder. If, The Parties agree that Landcadia Holdco shall prepare and provide to Seller Parent a draft allocation of the Asset Consideration among the Purchased Assets within ninety (90) days after the Closing Date. Seller Parent shall notify Landcadia Holdco within thirty (30) calendar days of the receipt of the Draft Allocation Statement, such draft allocation of any objection Seller shall not Parent may have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowthereto. If Unless Seller objects Parent delivers a notice of objection with respect to the Draft Allocation Statement in writing within allocation of the Asset Consideration by the conclusion of such thirty (30) calendar-day period, Purchaser and the draft allocation provided by Landcadia Holdco to Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object Parent pursuant to the Draft Allocation Statement or second sentence of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), 2.6 shall be become final and binding upon the partiesParties. Each of Purchaser Landcadia Holdco and Seller Parent agree to resolve any disagreement with respect to such allocation in good faith. If Landcadia Holdco and Seller Parent are unable to timely resolve such disagreement within thirty (30) days following the delivery of such a notice of objection, then any remaining disputed matters shall bear all fees be finally and costs incurred conclusively determined by it in connection with the determination of the allocation of the total considerationa mutually agreed independent accounting firm, except that the parties shall each pay one-half (50%) of the fees and expenses of which shall be paid by Landcadia Holdco and Seller Parent in a manner determined by such accounting firm. (b) Purchaser . In addition, the Parties hereby undertake and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed agree to file timely any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060 1060(b) of the Code) , and shall use an agreed allocation determined pursuant to this Section 2.6 in accordance connection with the allocation specified in the Final Allocation Statement. Each preparation of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Internal Revenue Service Form 8594 (as such Form relates to the Purchased Assets. No Party shall file any Tax Return or other document or otherwise take any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an agreed allocation determined pursuant to this Section 2.6, except as may be adjusted by subsequent agreement following an audit in respect of by the Internal Revenue Service or as required by Law; provided, that no Party (nor their Affiliates) shall be obligated to litigate any challenge to such allocation of the consideration paid for Asset Consideration by any Governmental Authority. The Parties shall promptly inform one another of any challenge by any Governmental Authority to any agreed allocation made pursuant to this Section 2.6 and agree to consult with and keep one another informed with respect to the Assetsstate of, and any discussion, proposal or submission with respect to, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributablechallenge.” ​

Allocation of Purchase Price. The Parties agree that Sellers and Buyer shall negotiate in good faith to agree upon an allocation (a“Allocation”) No of the Purchase Price as determined for applicable Tax purposes among the Purchased Assets in accordance with Sections 755 and 1060 of the Code and the Treasury Regulations thereunder (and any other relevant provisions of the Code or any similar provisions of state or local Law, as appropriate) and the principles set forth in the allocation methodology attached hereto as Exhibit P (the “Allocation Methodology”). Buyer shall deliver, no later than sixty (60) calendar days after following the final determination of the Adjusted Payment Amount Purchase Price, a schedule allocating all such amounts as provided in this Section 10.1 in accordance with the procedures Allocation Methodology (the “Allocation Schedule”). Sellers shall provide written comments to Buyer within fifteen (15) days of receipt of the Allocation Schedule, and Buyer and Sellers shall work together in good faith to seek an agreement on the Allocation Schedule. If Seller and Buyer are unable to reach an agreement regarding such allocation within sixty (60) days of the Buyer’s delivery (or by such other deadline as Sellers and Buyer agree in writing), Buyer and Sellers shall submit their disagreement to the Accounting Firm for resolution pursuant to the procedure set forth in Section 3.3, Purchaser 1.9; provided that the Accounting Firm shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final make its determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Allocation Methodology (such Allocation Schedule that is (i) prepared by the Buyer and not timely objected to by any Seller, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, (ii) as agreed upon by Purchaser the Buyer and Seller Sellers, or (iii) as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the Accounting Firm, the “Final Allocation StatementSchedule”). Buyer, Sellers and their respective Affiliates shall (a) be final and binding upon bound by the parties. Each Final Allocation Schedule for purposes of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. determining any Taxes; (b) Purchaser prepare and Seller shall report the transaction contemplated by this Agreement (including income file their Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance Returns on a basis consistent with the Final Allocation Statement. Except as otherwise required pursuant Schedule; and (c) take no position inconsistent with the Final Allocation Schedule on any applicable Tax Return or in any proceeding with respect to Taxes, absent a “determination” under final determination within the meaning of Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statementcontrary. In the event that the Final Allocation Schedule is disputed by any party hereto receives Governmental Authority, the Party receiving notice of an audit in respect of the allocation of the consideration paid for the Assets, such party dispute shall immediately notify the other party in writing Party (as to soon as reasonably practicable following the date and subject receipt of notice of such auditdispute) of such notice. Any adjustment adjustments to the Purchase Price pursuant to Section 3.3 as determined for Tax purposes following the Closing shall be allocated among reported in a manner consistent with the Assets by reference to Allocation Methodology, the item or items to which such adjustment is attributableAllocation Schedule, and this Section 10.1.

Allocation of Purchase Price. (a) No Seller and Purchaser agree to allocate the Allocation Purchase Price among the assets of the Company Group in accordance with Sections 751 and 1060 of the Code and the methodology set forth on Schedule 11.3. Not later than sixty (60) calendar 90 days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing, Purchaser shall prepare and deliver to Seller a draft statement, allocating the Allocation Purchase Price among the assets of a statement the Company Group that the Purchaser is deemed to purchase under Section 707 in accordance with Sections 751 and 1060 of the Code and the methodology set forth in Schedule 11.3 (the “Draft Allocation Statement”). (b) setting forth The Seller shall have 30 days to review and notify the allocation Purchaser in writing of any reasonable, good faith disagreement with the total consideration paid by Allocation Statement. If the Seller does not timely notify the Purchaser to Seller pursuant to this Agreement among of any such disagreement with the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, the Seller shall not be conclusively deemed to have objected in writing accepted and agreed to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If the Seller objects to notifies the Draft Allocation Statement in writing Purchaser within 30 days of any such thirty (30) calendar-day perioddisagreement, Purchaser and Seller shall negotiate in good faith use Commercially Reasonable Efforts to resolve such dispute within 30 days. In the event that Purchaser and Seller are unable to resolve such dispute within 30 days, Purchaser and Seller shall jointly retain a mutually agreeable, nationally recognized accounting firm (that does not have a material relationship with either Seller or Purchaser, or any of their respective Affiliates) (the “Tax Allocation Referee”) to resolve the disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount items provided that any resolution shall be in accordance with the procedures methodology set forth in Section 3.3Schedule 11.3. Notwithstanding anything to the contrary herein, Purchaser and Seller fail to agree (and the Tax Allocation Referee, if applicable) shall resolve all disputed items no later than thirty (30) days after retaining the Tax Allocation Referee. Upon resolution of the disputed items, the allocation reflected on such allocation, any disputed aspects of such allocation the Allocation Statement shall be resolved by a nationally recognized independent accounting firm mutually acceptable adjusted to reflect such resolution. The fees and expenses payable to the Tax Allocation Referee shall be split equally between Purchaser and Seller. The allocation of Seller and Purchaser agree to (i) be bound by the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller(ii) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) act in accordance with the allocation specified Allocation Statement in the Final preparation, filing and audit of any Tax Return (including filing Form 8594 with a federal income Tax Return for the taxable year that includes the date of the Closing). Neither Purchaser nor Seller shall agree to any proposed adjustment to the Allocation Statement by any Taxing authority without first giving the other Party prior written notice; provided, however, that nothing contained herein shall prevent Purchaser or Seller from settling any proposed deficiency or adjustment by any Taxing authority based upon or arising out of the Allocation Statement. Each of Purchaser , and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, be required to litigate before any court any proposed deficiency or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final adjustment by any Taxing authority challenging such Allocation Statement. In Not later than 30 days prior to the event any party hereto receives notice filing of an audit in respect of the allocation of the consideration paid for the Assetstheir respective Forms 8594 relating to this transaction, such party each Party shall immediately notify deliver to the other party in writing as to the date and subject Party a copy of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributableits Form 8594.

Allocation of Purchase Price. (a) No later Not more than sixty five (605) calendar days after Business Days prior to the final determination scheduled Closing Date, the Receiver shall in good faith prepare or cause to be prepared, and in doing so, shall reasonably cooperate and consult with Buyer, and thereafter deliver to Buyer on behalf of each Company a schedule (each, an “Allocation Schedule”) allocating the applicable portion of the Adjusted Payment Amount Purchase Price among the various assets comprising the Purchased Assets of that Company that are to be conveyed by Receiver to Buyer in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of state or local Tax Law) or any successor provision and the allocation methodology set forth in Schedule 3.6. The procedures set forth in this Section 3.6 shall be applied separately with respect to each Allocation Schedule. If there is an initial Closing and one or more Extension Closings pursuant to Section 2.6, then the procedures set forth in this Section 3.33.6 shall be applied separately with respect to the Purchased Assets conveyed to Buyer at each such Closing or Extension Closing. (b) Unless the Receiver and Buyer have previously agreed upon the manner in which the Purchase Price (to the extent not allocated to Class I through Class IV Assets pursuant to Schedule 3.6) is to be allocated among Class V Assets (furniture, Purchaser shall prepare fixtures and deliver equipment, leasehold improvements and other Class V assets), Class VI Assets (licenses, permits, trade name and other intangibles described in Section 197 of the Internal Revenue Code, excluding goodwill and going concern value) and Class VII Assets (goodwill and going concern value), the Allocation Schedule will only set forth the allocations of the Purchase Price among the Purchased Assets of that Company that are Class I through Class IV Assets. At such time as both the Final Working Capital and the EBITDA Adjustment Amount are determined pursuant to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth Sections 3.4 and 3.5, respectively, or, if later, at such time as Buyer and Receiver agree upon the allocation of the total consideration paid by Purchaser Purchase Price to Seller Class V Assets, Class VI Assets and Class VII Assets pursuant to this Agreement Section 3.6(d) below or the Independent Accountants have made a final determination pursuant to Section 3.6(e) below, the Receiver shall in good faith prepare or cause to be prepared, and in doing so, shall reasonably cooperate and consult with Buyer, and thereafter deliver to Buyer a revised Allocation Schedule (the “Final Allocation Schedule”) for each Company that (i) reflects any changes to the allocation of the Purchase Price among the Purchased Assets in Classes I through IV for such Company as a result of any changes between the Estimated Working Capital and the Final Working Capital and (ii) reflects the allocation of the Purchase Price (to the extent not allocated to Class I through Class IV Assets) among Class V Assets, Class VI Assets and Class VII Assets of such Company as determined pursuant to Section 3.6(c), Section 3.6(d) or Section 3.6(e) below, as applicable. (c) No later than two (2) Business Days after such time as both the Final Working Capital and the EBITDA Adjustment Amount are determined pursuant to Sections 3.4 and 3.5, respectively, Buyer shall prepare, or cause to be prepared, and deliver to Receiver a proposed allocation of the Purchase Price (to the extent not allocated to Class I through Class IV Assets) among Class V Assets, Class VI Assets and Class VII Assets for purposes of Section 1060 of each Company (“Buyer’s Proposed Allocation”). Upon the Code. IfReceiver’s request, within thirty (30) calendar days of Buyer agrees to provide to the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowReceiver all documentation supporting Buyer’s Proposed Allocation. If Seller the Receiver objects to Buyer’s Proposed Allocation with respect to a Company, Buyer and the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall Receiver will negotiate in good faith to resolve any disputed items. such objections. (d) If, within ninety ten (9010) calendar days after receipt by the final determination Receiver of Buyer’s Proposed Allocation with respect to a Company, Buyer and the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to Receiver agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total considerationPurchase Price among Class V Assets, except that the parties shall each pay one-half (50%) of the fees Class VI Assets and expenses Class VII Assets of such accounting firmCompany, the applicable Final Allocation Schedule shall reflect the agreed upon allocation, and Buyer and Receiver, to the extent the Receiver has the authority to do so, shall (i) report and file all Tax Returns (including any amended Tax Returns and claims for refund) consistent with the Purchase Price allocation set forth in the Final Allocation Schedule and (ii) take no position contrary to or inconsistent with such Final Allocation Schedule (including in any audits or examinations by any taxing authority or any other proceedings). Buyer and the Receiver, to the extent the Receiver has the authority to do so, shall file or cause to be filed any and all forms (including U.S. Internal Revenue Service Form 8594), statements and schedules with respect to such allocation, including any required amendments to such forms. (be) Purchaser If Buyer and Seller the Receiver are unable to agree upon the manner in which the Purchase Price (to the extent not allocated to Class I through Class IV Assets) should be allocated among Class V Assets, Class VI Assets and Class VII Assets with respect to a Company within ten (10) days after receipt by the Receiver of Buyer’s Proposed Allocation with respect to such Company, then any disputed allocation among Class V Assets, Class VI Assets and Class VII Assets shall report be finally and conclusively determined by the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Independent Accountants in accordance with Section 1060 of the Internal Revenue Code. For the avoidance of doubt, the Independent Accountants shall not have the authority to change the allocations of the Purchase Price among Class I through Class IV Assets. Promptly, but not later than ten (10) in accordance with days after acceptance of its appointment hereunder, the Independent Accountants shall determine only those matters pertaining to the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the among Class V Assets, such party Class VI Assets and Class VII Assets in dispute and shall immediately notify the other party in writing render a written report as to the date disputed matters and subject the resulting allocation, and such report of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 Independent Accountants shall be allocated among final, conclusive and binding upon Buyer and the Assets Receiver, and such parties shall report and file all Tax Returns as contemplated by, and shall otherwise comply with, the preceding paragraph. The Final Allocation Schedule of the applicable Company shall incorporate the results of the Independent Accountant’s determination. The fees and disbursements of the Independent Accountants shall be borne solely by reference to the item or items to which such adjustment is attributableReceiver. Notwithstanding any other provisions of this Agreement, the provisions of this Section 3.6 shall survive the initial Closing and any Extension Closing.

Allocation of Purchase Price. (a) No later than The Parties agree that, upon final determination of the Purchase Price, the Purchase Price shall be allocated in accordance with the rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunder, such allocation shall be mutually agreed upon between the Parties. Purchaser shall deliver an allocation statement to Seller within sixty (60) calendar days Business Days after the Final Closing Statement is agreed to by the Parties or otherwise determined as final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver 3.4 (b) or (d). Any issues with respect to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation that have not been finally resolved within seventy-five (75) Business Days following the later of the total consideration paid by Purchaser to Seller pursuant to this Agreement among Closing and the Assets for purposes of Section 1060 of the Code. IfSecond Closing, within thirty (30) calendar days of the receipt of the Draft Allocation Statementif any, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized referred to an independent accounting firm public accountant as to which Seller and Purchaser mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), agree whose determination shall be final and binding upon the partiesParties. Each of The Parties agree that, for federal income tax purposes, the Purchase Price shall be treated as being an amount equal to the aggregate Assumed Liabilities assumed by Purchaser and under this Agreement, reduced by the aggregate net amount paid by Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmto Purchaser under this Agreement. (b) Purchaser and Seller The Parties shall report the transaction transactions contemplated by this Agreement (including income Tax tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified set forth on the statement prepared pursuant to Section 3.5(a) and shall cooperate in the Final Allocation Statement. Each preparation of Purchaser and Seller agrees any tax returns or filings related to timely filesuch allocation, or cause including any forms required to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required filed pursuant to a “determination” under Section 1313 1060 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation StatementTreasury Regulations promulgated thereunder. In the event any party hereto either Party receives notice of an a tax audit in proposed adjustment with respect of to the allocation of the consideration paid for the AssetsPurchase Price set forth in this Agreement, such party Party shall immediately notify the other party Party in writing as to the date and subject of such audit. Any adjustment . (c) If any federal, state or local tax return report or filing by either Party relating to the Purchase Price transactions contemplated by this Agreement and filed on the basis of the allocation set forth on the statement prepared pursuant to Section 3.3 shall be allocated among 3.5(a) is challenged by the Assets by reference to the item or items to taxing authority with which such adjustment return, report or filing was filed, the filing Party shall assert and maintain in good faith the validity and correctness of such allocation during the audit of the filing Party until the issuance by the taxing authority of a “30 Day Letter”, or a determination of an equivalent liability, to such Party, whereupon such Party shall, in its sole discretion, have the right to pay, compromise, settle, dispute or otherwise deal with its alleged tax liability. If such a tax return, report or filing is attributablechallenged as described in this Agreement, the Party filing such return, report or filing shall timely keep the other Party apprised of its decisions and the current status and progress of all administrative and judicial proceedings, if any, that are undertaken at the election of the filing Party.

Allocation of Purchase Price. (a) The parties shall allocate the Purchase Price (including the Assumed Liabilities) and other relevant items (including amounts attributable to the covenants contained in Sections 5.6 and 5.7) in accordance with an allocation schedule (the "Tax Allocation Schedule"). For purposes of this Section 2.3, the value of the Buyer Shares included in the Purchase Price shall be the mean of the highest and lowest trading price of the shares of Common Stock on the Closing Date during regular trading hours of 9:30 a.m. to 4:00 p.m., as shown by the NASD automated quotation system. (b) No later than sixty (60) calendar five days after prior to the final determination of Closing Date, the Adjusted Payment Amount Seller shall provide to the Buyer the Tax Allocation Schedule prepared in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. IfIf the Buyer does not object prior to the Closing Date, within thirty (30) calendar days of the receipt of Tax Allocation Schedule shall be treated as the Draft Allocation Statement, Seller shall not have objected agreed final allocation. If Buyer objects in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects with respect to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures item set forth in Section 3.3, Purchaser and Seller fail the Tax Allocation Schedule prior to agree on such allocationthe Closing Date, any disputed aspects of such allocation dispute shall be resolved by the parties in good faith and in a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object timely fashion on or prior to the Draft Closing Date. Following the resolution of any such dispute, the Tax Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”)Schedule shall be revised to reflect such resolution and, upon revision, shall be final and binding upon on the parties. Each of Purchaser The parties shall cooperate with each other and Seller shall bear all fees and costs incurred by it to provide each other with such information as the other may reasonably request in connection with the determination of the allocation Tax Allocation Schedule. (c) Each of the total consideration, except that the parties shall each pay one-half (50%) report the federal, state and local and other Tax consequences of the fees purchase and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction sale contemplated by this Agreement (including income the filing of IRS Form 8594) in a manner consistent with the Tax reporting requirements imposed pursuant Allocation Schedule and shall not take any inconsistent position with respect to Section 1060 the Tax Allocation Schedule unless otherwise required by Applicable Law, in which case the party taking such inconsistent position shall make reasonable efforts to notify such other party in advance of taking such inconsistent position. If any such allocation is audited by a taxing authority, the party receiving notice thereof shall promptly notify and consult with the other party and shall keep such other party informed of the Codestatus of such audit. (d) in accordance with The Buyer and the allocation specified in the Final Allocation Statement. Each of Purchaser Seller agree and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or acknowledge that any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for Purchase Price under this Section 2.3 shall be adjusted in the Assets, such party shall immediately notify the other party in writing as to the date and subject event of such audit. Any any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable5.16.

Allocation of Purchase Price. (a) No later than sixty Within one hundred eighty (60180) calendar days after the final determination of Closing, (i) the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser Applicable Buyer shall prepare and deliver to the Applicable Seller a draft of a statement (the “Draft "Applicable Allocation Statement”") setting forth the allocation its proposed calculation of the total aggregate amount of consideration paid by Purchaser to Seller pursuant to this Agreement such Applicable Buyer for the Purchased Banking Assets or the Purchased Corporate Trust Assets, as applicable (the "Applicable Purchased Assets") and the proposed allocation of such aggregate amount among the Applicable Purchased Assets (including, for purposes of the election in Section 1060 14.1(e), among the assets of the CodeC▇▇▇▇▇ Services, Inc.). If, If within thirty (30) calendar days of after the Applicable Seller's receipt of the Draft draft Applicable Allocation Statement, the Applicable Seller shall not have objected in writing to such draftdraft statement, the Draft Allocation Statement then such draft statement shall become the Final Applicable Allocation Statement, as defined below. If In the event that the Applicable Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser the Applicable Buyer and the Applicable Seller shall negotiate in good faith to resolve any disputed itemsthe dispute. If, If the Applicable Buyer and the Applicable Seller are unable to reach an agreement within ninety thirty (9030) calendar days after the final determination Applicable Seller's receipt of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3draft Applicable Allocation Statement, Purchaser and Seller fail to agree on then such allocation, any disputed aspects of such allocation dispute shall be resolved and the Applicable Allocation Statement shall be determined by a an independent, nationally recognized independent accounting firm of accountants mutually acceptable to Purchaser and Sellerselected by the parties. The allocation of the total considerationApplicable Allocation Statement, as agreed upon by Purchaser the Applicable Buyer and the Applicable Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or and/or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”4.6(a), shall be final and binding upon the parties. Each of Purchaser the Applicable Buyer and the Applicable Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total considerationApplicable Allocation Statement, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. Notwithstanding the foregoing provisions of this Section 4.6(a), (i) BNY and JPM shall cooperate together in good faith to allocate consideration, as applicable, among the Applicable Purchased Assets for purposes of sales, use and other similar Taxes no later than sixty (60) days after the Closing Date (the "Sales and Use Allocation") and (ii) the allocation of consideration determined in accordance with the preceding provisions of this Section 4.6 shall be consistent with the Sales and Use Allocation. The Sales and Use Allocation shall be consistent with Schedule 14.5(c). (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to The Applicable Allocation Statement will be prepared in accordance with Section 1060 of the CodeCode and the rules and regulations promulgated thereunder, and subject to the provisions of Section 14.11 (Tax-Deferred Exchange); provided, however, that (i) in accordance the Applicable Allocation Statement shall be consistent with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax lawSchedule 14.5(c) and any required attachment thereto in accordance with valuation agreed to by the Final Allocation Statement. Except as otherwise required parties on or prior to the Closing Date pursuant to a “determination” under Section 1313 14.5(c), and (ii) no amount shall be allocated to any of the Code (covenants contained in Sections 10.11 or 10.12 or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates the Related Agreements. (c) The parties hereto agree to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of report the allocation of the total consideration paid among the Applicable Purchased Assets in a manner consistent with the Applicable Allocation Statement, and agree to act in accordance with such statements in the preparation and filing of all Tax Returns (including filing Form 8594 with their respective Federal income Tax Returns for the Assetstaxable year that includes the Closing Date and any other forms or statements required by the Code, Treasury regulations, the Internal Revenue Service or any applicable state or local Taxing Authority) and in the course of any Tax audit, Tax review or Tax litigation relating thereto; provided that neither the Applicable Buyer or any of its Affiliates nor the Applicable Seller or any of its Affiliates will be obligated to litigate any challenge to such allocation of the aggregate consideration by a Taxing Authority. (d) The parties will promptly inform one another of any challenge by any Taxing Authority to any allocation made pursuant to this Section 4.6 and agree to consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such party shall immediately notify challenge. (e) Notwithstanding the foregoing, the Parties agree to cooperate with each other party in writing as to determine the appropriate amount of consideration to allocate to each real property asset contemplated to be transferred pursuant to the date and subject terms of this Agreement for purposes of determining the Transfer Tax filing (if applicable to such audit. Any adjustment to the Purchase Price pursuant to asset) described in Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable14.5.

Allocation of Purchase Price. (a) No later than sixty (60) calendar Within 180 days after the final determination Closing Date, the Buyer will provide to the Seller copies of the Adjusted Payment Amount IRS Form 8594 and any required exhibits thereto, prepared in accordance with Section 1060 of the procedures set forth Code (the "Allocation Statement"), with the Buyer's proposed allocation of the Purchase Price (and all other capitalizable costs) among the Purchased Assets. (b) The Seller will review the Allocation Statement and, to the extent the Seller in good faith disagrees with the content of the Allocation Statement, the Seller will, within 20 days after receipt of the Allocation Statement, provide written notice to the Buyer (in a manner prescribed in Section 3.310.1) of such disagreement or will be deemed to have indicated its concurrence therewith. The Seller and the Buyer will attempt in good faith to resolve any such disagreement. If the Seller and the Buyer are unable to reach a good faith agreement as to the content of the Allocation Statement within 240 days after the Closing Date, Purchaser shall prepare the Seller and deliver to the Buyer will each use their own allocation statement consistent with their own allocation of the Purchase Price. (c) If the Buyer and the Seller a draft of a statement (agree on the “Draft Allocation Statement”) setting forth Statement or any modification thereof, the Buyer and the Seller will report the allocation of the total consideration paid among the Purchased Assets in a manner consistent with such Allocation Statement or modification and will act in accordance with such Allocation Statement in the preparation and timely filing of all income tax returns (including filing Form 8594 with their respective federal income tax returns for the taxable year that includes the Closing Date and any other forms or statements required by Purchaser the Code, the IRS or any applicable state or local taxing authority). Each of the Buyer and the Seller agree 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. (d) The Buyer and the Seller will promptly inform one another in writing of any challenge by any taxing authority to any allocation made pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing 3.3 and agree to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects consult with and keep one another informed with respect to the Draft Allocation Statement in writing within such thirty (30) calendar-day periodstatus of, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. Ifdiscussion, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance proposal or submission with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocationrespect to, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmchallenge. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. (a) No later than sixty The Base Purchase Price (60plus the Assumed Liabilities and any other consideration payable pursuant to this Agreement, to the extent properly attributable to the Acquired Assets and properly taken into account under the Code) calendar days after shall be allocated among the final determination of respective Acquired Assets (including the Adjusted Payment Amount restrictive covenants set forth in Section 7.2) in accordance with the procedures set forth methodology in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Exhibit B which is consistent with Section 1060 of the CodeCode and the Treasury Regulations promulgated thereunder (the “Allocation”). If, within thirty (30) calendar days of the receipt of the Draft The Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon prepared by Purchaser and delivered to Seller (as a result of either Seller’s failure to object to promptly as reasonably practicable, and in any event no later than the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination delivery of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmClosing Statement. (b) Purchaser and The Seller shall report have thirty (30) days from the transaction contemplated by this Agreement date the Purchaser delivers the Allocation (including income Tax reporting requirements imposed the “Allocation Dispute Period”) to notify the Purchaser, in writing (email being sufficient in accordance with Section 10.2), as to whether the Seller agrees or disagrees in good faith with the Allocation (the “Allocation Notice”). If the Seller delivers an Allocation Notice to the Purchaser during the Allocation Dispute Period, then such dispute shall be resolved pursuant to Section 1060 2.8(d) and Section 2.8(e) as if the Allocation Notice was a Dispute Notice provided to Purchaser within the Dispute Period. (c) The Seller, the Purchaser, and each of their respective Affiliates shall report, act, and file Tax Returns (including, but not limited to Internal Revenue Service Form 8594) consistent in all respects with such allocation methodology. The Parties hereby covenant and agree that they will not take a position on any Tax Return before any Governmental Authority charged with the collection of any Taxes or in any Action that is in any way inconsistent with such methodology unless required to do so by applicable Law. Each Party acknowledges that it is relying solely on its own tax advisors in connection with this Agreement. None of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or Parties shall take any comparable form under state or local position for income Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which purposes that is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect treatment of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party Acquired Assets as set forth in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to this Section 3.3 shall be allocated among the Assets 2.11 unless otherwise required by reference to the item or items to which such adjustment is attributableapplicable Law.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within Within ninety (90) calendar days Business Days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing Date, Purchaser and Seller fail shall deliver to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The Buyer an allocation of the total consideration, as agreed upon by Purchaser and Seller Purchase Price (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”)for federal income tax purposes, shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination including any liabilities of the allocation Purchased Companies that are required to be treated as part of the total consideration, except that Purchase Price for federal income tax purposes) among the parties shall each pay one-half (50%) assets of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed Purchased Companies pursuant to Section 1060 of the CodeCode (the “Proposed Allocation”). The Proposed Allocation shall be final and binding on the parties unless the Buyer, acting in good faith, objects to the Proposed Allocation in writing within ten (10) Business Days after receipt of the Proposed Allocation. Such notice shall specify in reasonable detail the items in the Proposed Allocation to which Buyer objects and the basis for such objection. Following delivery of such notice, Buyer and Seller shall cooperate in good faith to reach a mutually acceptable agreement regarding such disputed items. In the event that the parties cannot mutually agree upon a resolution with respect to such disputed items within ten (10) Business Days of Seller’s receipt of such notice, each party shall be entitled to take its own position in any Tax Return, Tax proceeding or audit. If Buyer does not timely object to the Proposed Allocation or there is an agreed-upon allocation by the parties (the “Purchase Price Allocation”). Buyer and Seller agree to (a) be bound by the Purchase Price Allocation, (b) act in accordance with the allocation specified Purchase Price Allocation in the Final Allocation Statement. Each filing of Purchaser and Seller agrees to timely file, or cause to be timely filed, all Tax Returns (including IRS Form 8594 8594) for the taxable year that includes the Closing Date and in the course of any Tax audit, Tax examination or Tax litigation relating thereto, and (c) take no position and cause their Affiliates to take no position inconsistent with the Purchase Price Allocation for Tax purposes, in the case of each of clauses (a) through (c) unless otherwise required by a change in applicable Law; provided however, that this Section 1.2 shall not prevent Buyer or Seller (or any comparable form under state of their Affiliates) from settling any proposed deficiency or local Tax law) and adjustment by any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 Governmental Entity based upon or arising out of the Code (or any comparable provision of state or local law)Purchase Price Allocation, and neither Purchaser Buyer nor Seller (nor any of their Affiliates) shall take, be required to litigate before any court any proposed deficiency or adjustment by any Governmental Entity in connection therewith. Seller and Buyer shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment make appropriate adjustments to the Purchase Price pursuant Allocation to Section 3.3 shall be allocated among the Assets by reference reflect any adjustments to the item or items to which such adjustment is attributablePurchase Price.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final determination Buyer shall prepare an allocation of the Adjusted Payment Amount Purchase Price and the Assumed Liabilities in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code, which allocation shall be binding on Seller and Parent. If, Buyer shall deliver such allocation to Seller and Parent within thirty sixty (3060) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount Closing Date. The Parties agree to act in accordance with the procedures set forth in Section 3.3, Purchaser computations and Seller fail allocations as determined pursuant to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”)2.07 in all relevant Tax Returns or filings, shall including any Tax Returns, forms or reports required to be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed filed pursuant to Section 1060 of the Code) in accordance with , the allocation specified Treasury Regulations promulgated thereunder or any provisions of Law, and to cooperate in the Final Allocation Statementpreparation of any such forms and to file such forms in the manner required by applicable Law. Each of Purchaser Seller and Seller agrees Parent shall timely and properly prepare, execute, file and deliver all such documents or other information as Buyer may reasonably request to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with prepare such allocation. To the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to extent that the Purchase Price is adjusted pursuant to Section 3.3 the terms of this Agreement, the allocation shall be allocated among the Assets by reference revised on a dollar-for-dollar basis to reflect such adjustment. (b) Notwithstanding anything to the item or items contrary set forth in Section 2.07(a) above, Buyer, Seller and Parent acknowledge and agree that Buyer will not allocate an amount to Product Inventory delivered to Buyer at the Closing in excess of One Million Two Hundred Thousand Dollars ($1,200,000) without the prior written consent of Seller, which consent shall not be unreasonably withheld (provided that the Parties acknowledge and agree that Seller's failure to consent shall be deemed to be unreasonable unless such adjustment failure is attributablesupported by a third-party appraisal of such Product Inventory, in which case, the unresolved valuation of such Product Inventory shall be promptly submitted to a jointly-retained third party accounting firm for determination, which shall be final and binding on Buyer, Seller and Parent). The cost and expenses of such third party accounting firm shall be borne equally by Buyer, on the one hand, and Seller and Parent, on the other hand.