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. (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. (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. (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 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. 5.2.1 The purchase price for the Units of the Company (aas determined for applicable Tax purposes) No later than shall be allocated among the assets of the members of the Company Group as described in this Section 5.2. 5.2.2 Such purchase price shall be allocated in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of applicable state, local and foreign Law) among the classes of assets that the Company is treated as owning for tax purposes. UNIT PURCHASE AGREEMENT 50 5.2.3 Within sixty (60) calendar days after the final determination Closing Date, the Buyer shall prepare and deliver to the Seller, a proposed allocation of the Adjusted Payment Amount purchase price. No later than thirty (30) days following receipt of the Buyer’s proposed allocation, the Seller shall deliver to the Buyer a written report containing any changes that the Seller proposes to be made to such allocation (and specifying the reasons therefor in accordance reasonable detail). The Parties shall undertake to agree on a final allocation no later than thirty (30) days after the Buyer’s receipt of the Seller’s proposed changes. If the Seller does not submit any proposed changes within the thirty (30) days after receipt of the Buyer’s proposed allocation, the Buyer’s proposed allocation shall become the final allocation (the “Final Allocation”). The Seller and the Buyer shall use their reasonable efforts to resolve any disputes with respect to changes to the allocation proposed by the Seller. In the event that the Seller and the Buyer cannot reach an agreement within twenty (20) days after the Buyer receives notice of any changes proposed by the Seller, then the matters in dispute shall be resolved by a national accounting firm agreed upon by the Seller and the Buyer (the “Accounting Firm”). The Accounting Firm shall be instructed to deliver to the Buyer and the Seller a written resolution of the matters in dispute within twenty (20) days. The Seller and the Buyer agree to accept the Accounting Firm’s determinations as to the matters in dispute and prepare a Final Allocation on the basis of such determinations. The Seller and the Buyer each shall bear one half of the costs and expenses of the Accounting Firm. 5.2.4 In the event that there is an adjustment to the purchase price after the Final Allocation is determined pursuant to Section 5.2.3, the Seller and the Buyer shall revise such Final Allocation to reflect such adjustment following the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement 5.2.3 (the “Draft Allocation StatementRevised Final 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 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 ). 5.2.5 The Final Allocation Statementor Revised Final Allocation, 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”)applicable, shall be final used by the Seller (and binding upon its Affiliates) and, the parties. Each Buyer (and its Affiliates) for all applicable Tax purposes including the preparation of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total considerationIRS Form 8594, 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 Asset Acquisition Statement. Each of Purchaser and Seller agrees Such Form 8594 shall be completed by such Parties as soon as practicable after the Closing but in any event no later than fifteen (15) days prior to timely file, or cause the date such form is required to be timely filed, IRS Form 8594 (or any comparable form under state or local . The Seller and the Buyer and their Affiliates agree to file all Tax law) and any required attachment thereto in accordance Returns consistent with the Final Allocation Statement. Except or Revised Final Allocation, as otherwise required pursuant applicable, and not to a “determination” under Section 1313 of the Code (assert, in connection with any audit or other proceeding with respect to Taxes, any comparable provision of state asset values or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is other items inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect or Revised Final Allocation, as applicable, unless otherwise required by a determination under Section 1313(a) of the allocation Code; provided however, that nothing contained herein shall prevent the Buyer or the Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the consideration paid for Final Allocation or Revised Final Allocation, as applicable, and UNIT PURCHASE AGREEMENT 51 neither the AssetsBuyer nor the Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging the Final Allocation or Revised Final Allocation, such party as applicable. Each of Buyer and the Seller shall immediately promptly notify the other party in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Final Allocation or Revised Final Allocation, 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 attributableapplicable.

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 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. 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 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. (a) No later than The Closing Date Seller Payment shall be allocated among the Shares and the Assets as agreed upon and set forth on Schedule 4.5(a) prepared by the Purchaser and agreed upon by the parties. (b) The Closing Date Seller Payment with respect to the Shares shall be allocated to the Shares of CIS Managed Assets, CIS Investments, CIS Cash Management and CIS Limited, and among the respective Shareholders, as agreed upon and set forth on Schedule 4.5(b) prepared by the Purchaser and agreed upon by the parties. (c) The Closing Date Seller Payment with respect to the Assets shall be allocated among the Assets and among the Asset Sellers in accordance with a schedule delivered by Purchaser to the Parent within sixty (60) calendar days after the final determination Closing Date, allocating the Closing Date Seller Payment (including the amount of any Assumed Obligations) among the Assets of the Adjusted Payment Amount Asset Sellers 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 (the “Asset Allocation Schedule”). If, If within thirty (30) calendar days of the receipt of the Draft Asset Allocation StatementSchedule, Seller shall not have objected the Parent notifies Purchaser in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller that Parent objects to one or more items reflected in the Draft Asset Allocation Statement in writing within such thirty (30) calendar-day periodSchedule, Parent and Purchaser and Seller shall negotiate in good faith to resolve such dispute. If Parent and Purchaser fail to resolve any disputed items. Ifsuch dispute within thirty (30) days of Purchaser’s receipt of Parent’s notice, within ninety (90) calendar days after the final determination parties shall submit the dispute for resolution to the Accounting Firm for resolution of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3dispute, 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”), which resolution shall be final and binding upon the on all 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 The fees and expenses of the Accounting Firm shall be apportioned between the parties by the Accounting Firm based on the degree to which each party’s claims were unsuccessful and shall be paid by the parties in accordance with such accounting firmdetermination. (bd) 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 The Non-Competition Payment shall be allocated among Parent and Sellers as agreed upon and set forth on Schedule 4.5(d) prepared by the Assets Purchaser and agreed upon by reference the parties. (e) The parties hereto agree to make appropriate adjustments to Schedule 4.5(a), Schedule 4.5(b) and the Asset Allocation Schedule to reflect any adjustments to the item Adjusted Purchase Price (or items to which the Assumed Obligations). Any such adjustment is attributableto the purchase price shall be allocated as provided by Treasury Regulation Section 1.1060-1(c). Following the Closing, Purchaser and Parent and their respective Affiliates, in connection with their respective U.S. federal, state and local income Tax Returns and other filings (including Internal Revenue Service Form 8594), shall not (and shall cause their Affiliates not to) take any position inconsistent with the allocations set forth on Schedule 4.5(a), Schedule 4.5(b), the Asset Allocation Schedule (as such schedules may be adjusted as contemplated in this Section 4.5(e)) or Schedule 4.5(d).

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 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 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. (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 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 (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 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. (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 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 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. (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 (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. (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 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 (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. (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 Business 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) or Section 3.3. 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 after the final determination of Closing Date (it being understood that the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail Parties will use commercially reasonable efforts to agree to reach agreement on the Allocation Schedule prior to the Closing Date) or any revisions to the Allocation Schedule as a result of an adjustment to the Purchase Price pursuant to Section 3.2(h) or Section 3.3 within 10 days after payment is made pursuant to such allocationsection, 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) or Section 3.3, 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. (ai) 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, Sellers and Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth agree that the allocation of the total consideration paid by Purchase Price and any Assumed Liabilities between and among each Facility will be the amounts set forth in Schedule 2.2. Either the Sellers or Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 may request of the Code. If, within thirty (30) calendar days other Party modifications to Schedule 2.2 of the receipt of the Draft Allocation StatementDisclosure Letter solely with respect to Facilities which are not marked with an asterisk on Schedule 2.2, Seller and such other Party shall not have objected in writing unreasonably withhold its consent to 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 modification. (30ii) calendar-day period, Sellers and Purchaser and Seller shall negotiate in good faith to resolve any disputed itemsagree upon an allocation statement of the different components of Property within each Facility (the “Allocation Statement”), which Allocation Statement shall be prepared in a manner consistent with Section 1060 of the Code and the treasury regulations thereunder and which in all events will be consistent with Schedule 2.2 of the Disclosure Letter. IfTo the extent Sellers and Purchasers have not agreed to the Allocation Statement before the Closing Date, within ninety (90) calendar days they shall continue to negotiate in good faith after the final determination of Closing Date. If Sellers and Purchaser have not agreed to the Adjusted Payment Amount in accordance with Allocation Statement on or before the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation30th day after the Closing Date, any disputed aspects of such allocation items shall be resolved by a firm of independent nationally recognized independent accounting firm accountants chosen and mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon accepted 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”), whose determination shall be final and binding upon on the parties. Each of Purchaser and Seller The Accounting Referee shall bear all fees and costs incurred by it in connection with resolve the determination of dispute within thirty (30) days after the allocation of the total considerationitem has been referred to it. (iii) The costs, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. the Accounting Referee shall be borne equally by the Sellers, on the one hand, and the Purchaser, on the other hand. Purchaser, Sellers and their Affiliates shall report, act and file Tax Returns and reports (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Codeincluding, but not limited to, Internal Revenue Service Form 8594) in accordance all respects and for all purposes consistent with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees Sellers shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as may be reasonably required 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 prepare 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), neither Neither Purchaser nor Seller Sellers shall taketake any position (whether in audits, Tax Returns 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 Statement unless required to do so by applicable law or a good faith resolution 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 attributablea Tax contest.

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. Within ninety (90) days after the Closing Date, (a) No later than sixty (60) calendar days after the final determination Apollo shall deliver to ReShape a draft allocation of the Adjusted Payment Amount in accordance with purchase price as determined for U.S. federal income Tax purposes (including the procedures set forth in Section 3.3, Purchaser shall prepare Assumed Lap-Band Liabilities and deliver to Seller a draft of a statement any other relevant items) among the Apollo Lap-Band Assets (the “Draft Allocation StatementLap-Band Allocation”), and (b) setting forth the ReShape shall deliver to Apollo a draft allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement purchase price as determined for U.S. federal income Tax purposes (including the Assumed Reshape IGB Liabilities and any other relevant items) among the ReShape IGB Assets for purposes of (the “Draft ReShape IGB Allocation,” and together with the Draft Lap-Band Allocation, the “Draft Allocations”). The Draft Allocations will be prepared in accordance with Section 1060 of the CodeCode and the Treasury Regulations thereunder. IfIf (i) ReShape does not object to the Draft Lap-Band Allocation, or (ii) Apollo does not object to the Draft ReShape IGB Allocation, in either case, within thirty (30) calendar days of receipt thereof, the receipt of the applicable Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become final and binding on the Final Allocation Statementparties. If either Apollo or ReShape, as defined below. If Seller applicable, timely objects to the applicable Draft Allocation Statement in writing within such thirty (30) calendar-day periodAllocation, Purchaser and Seller then the parties shall negotiate in good faith to resolve promptly any such objection. If Apollo and ReShape are unable to reach a resolution with respect to any aspect of either Draft Allocation within fifteen (15) days of a timely objection to the applicable Draft Allocation, either Apollo or ReShape may demand that any disputed 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 items be referred to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized an independent accounting firm of national reputation that is mutually acceptable to Purchaser Apollo 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) ReShape (the “Final Allocation StatementAccounting Firm”) to finally resolve such disputed item(s). Promptly, but not later than thirty (30) days after such disputed items are submitted to it for resolution hereunder, the Accounting Firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of such amounts, which report shall be final conclusive and binding upon the parties. Each The Draft Allocations, as amended to reflect any agreement among Apollo and ReShape, and the resolution of Purchaser and Seller any disputed items by the Accounting Firm, shall bear all fees and costs incurred by it in connection with be referred to herein as 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“Final Allocation. (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 lawLaw), neither Purchaser Apollo nor Seller ReShape shall take, or shall nor permit its their Affiliates to take, a any Tax position which is inconsistent with the Final Allocation StatementAllocation, and each party will file its Tax Returns (including IRS Form 8594) consistently with the Final Allocation. 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 the other party in writing as to parties if it receives notice that any Governmental Body proposes any allocation different than the date and subject of such auditFinal Allocation. Any post-Closing payments of the Cash Purchase Price payable under Section 2.5(a)(i) shall be allocated in a manner consistent with the Final Allocation, and except as may otherwise be required by applicable Law, any amounts paid to a ReShape Indemnitee or Apollo Indemnitee under Section 9 shall be treated as an adjustment to the Purchase Price pursuant to Section 3.3 shall be purchase price of the relevant Acquired Assets (including by the Parties on their respective Tax Returns) for Tax purposes and allocated among the Assets as provided by reference to the item or items to which such adjustment is attributableTreasury Regulation § 1.1060-1(c).

Allocation of Purchase Price. At least twenty (a20) No later than sixty (60) 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 adjusted after the date thereof, except to take into account any adjustment to the Initial Cash Consideration in accordance with this Agreement. Within 120 days after the Closing Date and consistently with Schedule 2.7(a), the Seller and the Purchaser shall be final in good faith agree how to allocate the Purchase Price (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection Purchased Assets consistent with the determination of the principles set forth on Schedule 2.7(a), (which shall include an allocation of the total consideration, except that the parties shall each pay one-half (50%) portions of the fees Purchase Price, allocated to the Shares and expenses the Liabilities of the Acquired Company among the assets of the Acquired Company for U.S. federal income tax purposes) (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such accounting firm. (b) proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the 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 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; provided, however, that (i) Purchaser’s cost for the assets that it is deemed to have acquired may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so calculated and (ii) the amount realized by Seller may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income tax purposes. 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 assets of the Adjusted Payment Amount Company (the “Allocations”) in a manner consistent with the principles set forth on Exhibit 7.3(b). For purposes of the Allocations, the fair market values of the Company’s assets shall be consistent with such values as determined in good faith by the Purchaser for financial accounting purposes in accordance with GAAP as has been consistently applied by the Company, and in accordance with the procedures principles set forth in Section 3.3, on Exhibit 7.3(b). The Purchaser shall prepare and be under no obligation to have the Allocations prepared or reviewed by an independent appraiser. The Purchaser shall deliver to Seller Holdco a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation written notice of the total consideration paid Allocations no later than ninety (90) days after the Closing Date. Holdco shall be deemed to have accepted the Allocations unless Holdco shall, within fifteen (15) days after receipt thereof by Holdco, deliver to the Purchaser a written notice to Seller pursuant the effect that Holdco objects to this Agreement among the Assets for purposes Allocations on the basis of Holdco’s good faith determination that the Allocations are not consistent with the principles set forth on Exhibit 7.3(b) or are unreasonable and the reasons therefore, in which event Holdco and the Purchaser shall endeavor in good faith to agree upon the Allocations. If Holdco and the Purchaser are unable to resolve any dispute within fifteen (15) days after Holdco has provided Purchaser with its notice of dispute regarding the Allocations, such dispute shall be resolved by the Arbitrator, which shall be directed to resolve any issue in dispute as promptly as practicable and in accordance with the principles of Section 1060 of the CodeCode and the principles set forth on Exhibit 7.3(b). If, within thirty (30) calendar days Upon the Arbitrator’s delivery 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 its determination to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller Holdco, appropriate adjustments shall negotiate be made to the Allocations to reflect the Arbitrator’s determination. The determination by the Arbitrator shall be final, conclusive and binding on the Parties. The Sellers and the Purchaser agree to file Form 8594 in good faith a manner consistent with the Allocations as finally determined in accordance with this Section, and to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount prepare and file all relevant Tax Returns 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 firmAllocations. (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 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. (a) No later than sixty The Purchase Price and the Assumed Liabilities (60) calendar days after hereinafter, the final determination of "CONSIDERATION"), to 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 extent properly taken into account under Section 1060 of the Code. If, within thirty (30) calendar days shall be allocated among the Acquired Assets, including the stock of the receipt Acquired Subsidiary, as set forth in this Section 2.08. No later than 30 days prior to the Closing, Buyer shall deliver to Seller a statement allocating the Consideration among the Acquired Assets, including the stock of the Draft Allocation StatementAcquired Subsidiary, in accordance with Code Section 1060 and the regulations promulgated thereunder (the "ALLOCATION"). Seller shall not have objected a period of 10 days after the delivery of the Allocation to present in writing to such draftBuyer notice of any objections Seller may have to the Allocation. Unless Seller timely objects, the Draft Allocation Statement shall become be binding on the Final Allocation Statement, as defined belowparties without further adjustment. If Seller objects to shall raise any objections within the Draft Allocation Statement in writing within such thirty (30) calendar-10 day period, Purchaser Seller and Seller Buyer shall negotiate in good faith and use their best efforts to resolve any disputed itemssuch 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 and Seller parties fail to agree on such allocationwithin 20 days after delivery of the notice, any then the disputed aspects of such allocation items shall be resolved by a nationally recognized independent mutually agreed upon "Big Six" accounting firm mutually acceptable to Purchaser and Seller(the "ACCOUNTING REFEREE") (which firm shall not be Ernst & Young or Coopers & ▇▇▇▇▇▇▇). The allocation of Accounting Referee shall resolve the total considerationdispute within 30 days after having the dispute referred to it. The costs, 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 firmthe Accounting Referee shall be borne equally by Buyer and Seller. (b) Purchaser Except as required by a Final Determination, Seller and Seller shall report Buyer agree to (i) be bound by the transaction contemplated by this Agreement Allocation, (including income Tax reporting requirements imposed pursuant to Section 1060 of the Codeii) act in accordance with the allocation specified Allocation 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 Tax audit, Tax review or Tax litigation relating thereto in accordance 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 shall take, or shall permit its iii) take no position and cause their Affiliates to take, a Tax take no position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of for federal and state income Tax purposes. (c) If an audit in adjustment is made 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 to Section 3.3 2.07, the Allocation shall be allocated among adjusted in accordance with Code Section 1060 and the Assets regulations promulgated thereunder, and as mutually agreed by reference Seller and Buyer. In the 16 event that an agreement is not reached within 20 days after the determination of Closing Net Worth pursuant to Schedule 2.07 hereto, any disputed items shall be resolved pursuant to Section 2.08(a) hereof. Seller and Buyer agree to file any additional information return required pursuant to the item or items regulations under Code Section 1060 and to which such adjustment is attributabletreat the Allocation as adjusted in the manner described in Section 2.08(c). (d) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

Allocation of Purchase Price. (a) No later than sixty The Purchase Price (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 other Liabilities taken into account for purposes of Section 1060 of the Code. If) shall be allocated among (i) the Acquired Assets (excluding the Acquired Shares), within thirty (30ii) calendar days of the receipt of U.S. Equity and (iii) the Draft Non-U.S. Shares, in accordance with Section 2.5(a) and otherwise as contemplated in the statement attached hereto as Annex G (the “Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, Schedule”). (b) As soon 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 reasonably practicable after the final determination of the Adjusted Payment Amount Purchase Price pursuant to Section 2.13, Buyer shall deliver to Seller Parent a draft statement (the “Asset Allocation Statement”) allocating (i) the Acquired Assets Purchase Price and the portion of other Liabilities taken into account for purposes of Section 1060 of the Code allocated to the Acquired Assets (excluding the Acquired Shares) among the Acquired Assets (excluding the Acquired Shares) and (ii) the U.S. Purchase Price and the portion of other Liabilities taken into account for purposes of Section 1060 of the Code allocated to the U.S. Equity among the assets of U.S. TopCo (and the assets of any entity disregarded as separate from U.S. TopCo for U.S. tax purposes), in each case, in a manner consistent with the Allocation Schedule, in accordance with Section 1060 of the Code and the U.S. Treasury regulations thereunder (and any similar provision of state, local or non-U.S. law, as appropriate), as of the Closing Date. If Seller Parent disagrees with the allocations on the draft Asset Allocation Statement, Seller Parent shall provide a notice of such disagreement to Buyer with fifteen (15) calendar days following the delivery of the draft Allocation Statement in accordance with the immediately prior sentence; provided, that if Seller Parent does not so disagree, the Asset Allocation Statement delivered by Buyer shall be final and binding. Seller Parent and Buyer shall cooperate in good faith to agree upon the final Asset Allocation Statement within fifteen (15) calendar days following any notice of disagreement by Seller Parent in accordance with the immediately preceding sentence, and to the extent that the Seller Parent and Buyer cannot resolve such disagreements regarding the Asset Allocation Statement within such fifteen (15) calendar day period, such disagreements shall be submitted to an Independent Accountant to be resolved in accordance with procedures similar to those 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”2.13(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 firmmutatis mutandis. (bc) Purchaser Buyer and Seller Sellers shall, and shall report the transaction contemplated by this Agreement cause their respective Affiliates to, file all Tax Returns (including income Tax reporting requirements imposed pursuant to Section 1060 of the Codeamended returns and claims for refunds) in accordance a manner consistent with the allocation specified in the Final Allocation Schedule and Asset Allocation Statement. Each of Purchaser and Seller agrees , except 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 analogous provision of state state, local or local foreign 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 Within ninety (6090) calendar days after the final Closing Date or thirty (30) days following the determination of the Adjusted Payment Amount Working Capital Adjustment (whichever is later), Purchaser shall deliver to Seller an allocation of the Purchase Price (together with liabilities treated as assumed by Purchaser for federal income tax purposes and other capitalized costs) among the assets of the Company and the Canadian Assets in accordance with Section 1060 of the procedures set forth in Section 3.3, Purchaser shall prepare Code and deliver to Seller a draft of a statement the rules and regulations promulgated by the Treasury Department (the “Draft Proposed Asset Allocation”). Seller will have the right to object to any item in the Proposed Asset Allocation Statement”within thirty (30) setting forth the allocation days of the total consideration paid by Purchaser delivery of the Proposed Asset Allocation. If Seller does not object to Seller pursuant to this Agreement among the Assets Proposed Asset Allocation, then the Proposed Asset Allocation will become the final allocation for purposes of Section 1060 of the CodeCode (such final allocation or a final allocation determined by the Accounting Referee pursuant to this Section 1.3(a) referred to herein as the “Final Asset Allocation”). IfIf Seller objects to any item in the Proposed Asset Allocation, Seller and the Purchaser shall cooperate in good faith to resolve the dispute within thirty (30) calendar days days. If, at the end 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, Seller and the Purchaser and Seller shall negotiate in good faith are unable to resolve any disputed items. Ifthe dispute, within ninety (90) calendar days after then 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 referred to Purchaser and Sellerthe Accounting Referee for resolution. 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%) a percentage of the fees and expenses of such accounting firmthe Accounting Referee that is equal to the percentage of the total dollar amount of changes to the Proposed Asset Allocation proposed by Seller that are successful, and Seller shall bear and pay a percentage of the fees and expenses of the Accounting Referee that is equal to the percentage of the total dollar amount of changes to the Proposed Asset Allocation proposed by Seller that are not successful, in each case, as determined by the Accounting Referee. The determination of the Accounting Referee shall be set forth in a written statement delivered to the parties and shall be final, conclusive and binding on the parties, absent fraud or manifest error. (b) The Final Asset Allocation will be binding on Seller and the Purchaser for all Tax purposes. Seller and Seller the Purchaser shall report the transaction contemplated by this Agreement (including income not and shall cause their Affiliates not to take any position on any Tax reporting requirements imposed pursuant Return, in connection with any Action relating 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 fileTaxes, or cause to be timely filedotherwise, 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 that is inconsistent with the Final Allocation Statement. In Asset Allocation, unless otherwise required by a “determination” within the event any party hereto receives notice meaning of an audit in respect Section 1313(a) of the allocation of Code. The parties shall cooperate in good faith to amend the consideration paid Final Asset Allocation to account for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment any subsequent adjustments to the Purchase Price pursuant to Section 3.3 Price, and any such amendment shall be allocated among made in a manner that is consistent with the Assets by reference methodology applied to prepare the item or items to which such adjustment is attributableFinal Asset Allocation.

Allocation of Purchase Price. 3.3.1. The parties agree that the Purchase Price and the Specified Liabilities (aplus other relevant items) No later than sixty (60) calendar days after will be allocated to the final determination of the Adjusted Payment Amount Specified Assets in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare Schedule 3.3.1 and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid as required by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the CodeCode and the regulations promulgated thereunder or other applicable law. IfSeller will complete a draft schedule (the “Allocation Schedule”) allocating the Purchase Price and Specified Liabilities to the Purchased Assets and provide a copy to the Buyer at least ten (10) business days prior to the Closing Date. 3.3.2. Except for changes due to post-Closing adjustments in the Purchase Price, which shall be allocated in accordance with Schedule 3.3.1, the Buyer shall notify the Seller within thirty three (303) calendar business days after the receipt thereof if it considers the amount allocated to any assets to be inconsistent with Section 1060 of the receipt of Code and the Draft Allocation Statement, regulations promulgated thereunder. The Seller and the Buyer 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 attempt to resolve any disputed itemsdisagreement in good faith. If, within ninety (90) calendar days after If the final determination of Seller and the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller Buyer fail to agree on reach agreement as to an alternative allocation in the three (3) business days following such allocationnotice, any disputed aspects of such allocation the dispute with respect to the Allocation Schedule shall be resolved by presented on the next business day to a nationally recognized independent accounting firm mutually acceptable to Purchaser chosen by the Buyer and the Seller, and if the Buyer and the Seller cannot agree, mutually chosen by their respective independent accounting firms, for a decision that shall be rendered within five (5) business days thereafter. The allocation independent accounting firm’s review shall be limited to whether a disputed item has been prepared in accordance with Section 1060 of the total considerationCode and the regulations promulgated thereunder, 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 on all parties. Each of Purchaser The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by the Seller and Buyer. 3.3.3. The Buyer and the Seller shall bear file, and cause their respective affiliates to file, all fees Tax Returns and costs incurred by it statements, forms and schedules in connection therewith in a manner consistent with the determination of Allocation Schedule and shall take no position inconsistent therewith; provided, however, that Buyer may, for financial accounting purposes, allocate between Class VI and Class VII assets, the amounts reasonably determined by Buyer to be required to be allocated to the assets within such classes as long as such allocation of is not inconsistent with Seller’s position that all gain with respect to Class VI and VII assets is capital gain for tax purposes. The Buyer and 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 exchange completed and executed 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, IRS Form 8594 (or 8594, any comparable form under state or local Tax law) required schedules 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 similar state, local law)and foreign forms, 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 not later than 30 days prior 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 attributablefiling date.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after the final date of the determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Post-Closing Difference, Purchaser Buyer shall prepare and deliver to Seller a draft of a an allocation statement (the “Draft Allocation Statement”) setting forth the its proposed allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement purchase price for federal income tax purposes (including the Base Purchase Price (as adjusted), the amount of Assumed Liabilities, the Liabilities of the Acquired Companies and any other relevant amounts) among the Transferred Assets for purposes of Section 1060 and the assets of the Code. IfAcquired Companies, within thirty (30) calendar days and including a determination of the “aggregate deemed asset disposition price” (within the meaning of Treasury Regulation Section 1.336-3) (“ADADP”) with respect to each of Navigant Consulting (PI-NY) Inc. and PACE Claim Services, LLC and an allocation of the applicable ADADP among their respective assets. The Allocation Statement shall be reasonable and shall be prepared in accordance with Sections 1060 and 336(e) of the Code and the Treasury Regulations promulgated thereunder. If within forty-five (45) days after Seller’s receipt of the Draft draft Allocation Statement, Seller shall not have objected agrees in writing to such draftdraft Allocation Statement, then the Draft Allocation Statement shall become be final and binding on the Final Allocation Statementparties hereto, as defined belowand Buyer, Seller and their respective Affiliates shall file all Tax Returns in a manner consistent with such agreed allocation. If In the event that Seller objects in writing to the Draft draft Allocation Statement in writing within such thirty forty-five (3045) calendar-day period, Purchaser Seller and Seller Buyer shall negotiate in good faith to resolve the dispute. If Buyer and Seller are unable to resolve any disputed items. Ifsuch dispute within such period, within ninety (90) calendar days after then Buyer and Seller shall submit such dispute to the final determination of the Adjusted Payment Amount in accordance with Independent Accounting Firm, which dispute shall be resolved pursuant to 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 law2.06(e) 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 lawf), 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 Final Payment Amount in accordance with the procedures set forth in Section 3.33(b), Purchaser Buyer 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 Buyer 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 a draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowhereinafter defined. 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 (90) calendar days after the final determination of the Adjusted Final Payment Amount in accordance with the procedures set forth in Section 3.33(b), Purchaser Buyer 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 Buyer and Seller. The allocation of the total consideration, as agreed upon by Purchaser Buyer and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser Buyer and Seller) or determined by an accounting firm under this Section 3.9(a4(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser 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 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 Purchase Price plus Assumed Liabilities, to the final determination of extent properly taken into account under the Adjusted Payment Amount Code and the Treasury Regulations, shall be allocated among the 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, within thirty Code and the Treasury Regulations (30) calendar days of the receipt of the Draft “Proposed Allocation Statement”), Seller which shall not have objected in writing be delivered by the Sellers’ Representative to such draft, Purchaser within 30 days following the Draft Allocation Statement shall become date on which the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Closing Working Capital 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 has been finally determined in accordance with Section 3.6(b)(iii) or 3.6(b)(iv) for Purchaser’s review, comment and consent, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall provide the procedures set forth Sellers’ Representative any comments on such allocation within 60 days after receipt thereof, and the Sellers’ Representative shall consider such comments in Section 3.3, good faith. Purchaser and Seller fail Sellers’ Representative’s shall make a good faith effort to agree on such allocation. In the event the parties cannot agree on such allocation, any disputed aspects of such allocation it shall be resolved by a nationally recognized independent accounting firm mutually acceptable referred to the Neutral Auditor. Each of the Sellers’ Representative and Purchaser and Sellershall present its position to the Neutral Auditor, which shall decide which position shall be adopted. The allocation Neutral Auditor shall hold no ex-parte discussions or conferences with any party. The decision of the total considerationNeutral Auditor shall be final and binding, and its fees and costs shall be paid one-half by the Hatteras Sellers and one-half by Purchaser. The Proposed Allocation Statement, as amended to reflect 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) (resolved changes, shall become 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 the Hatteras Sellers agree to revise the Final Allocation Statement from time to time to reflect any Deferred Payments or Assumed Liabilities, in connection with either case to the determination extent not previously taken into account for 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 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. (ai) No Buyer, the Seller and the Foreign Sellers hereby agree that the Purchase Price, including any adjustments thereto and the Assumed Foreign Liabilities will be allocated, in the aggregate, to the assets of CodeGear, with the remainder allocated to the Acquired Foreign Assets. The allocation to the assets of CodeGear and the Acquired Foreign Assets shall be allocated among the Seller and the Foreign Sellers as set forth in Section 5.7(c)(i) of the Seller Disclosure Schedule to be prepared by the Seller and provided to Buyer for its review and consent no later than thirty (30) days after signing this Agreement. (ii) 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 Buyer shall prepare and deliver to the Seller a draft of a statement (allocating the “Draft Allocation Statement”) setting forth the allocation sum of the total consideration paid Purchase Price, including any adjustments thereto, and the Assumed Foreign Liabilities in a manner consistent with Section 5.7(c)(i) and as required 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 the respective provisions of foreign law (the “Asset Acquisition Statement”). If, within thirty (30Such Asset Acquisition Statement shall become final for purposes of this Section 5.7(c) calendar days of unless the receipt of the Draft Allocation Statement, Seller shall not have objected objects in writing to such draft, the Draft Allocation Asset Acquisition Statement shall become within forty-five (45) days after the Final Allocation Statement, as defined belowSeller’s receipt thereof. If the Seller objects to so objects, Buyer and the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith attempt to resolve any disputed items. If, the dispute within ninety sixty (9060) calendar days after the final determination of written notice to Buyer 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 Seller’s objection. Any unresolved disputes shall be resolved by promptly submitted for determination to a nationally mutually acceptable 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 Accountant”), shall be final . Buyer 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 will each pay one-half (50%) of the fees and expenses of the Independent Accountant. Buyer and the Seller shall cooperate with each other and the Independent Accountant in connection with the matters contemplated by this Section 5.7(c), including, by furnishing such accounting firminformation and access to books, records, personnel and properties as may be reasonably requested. (biii) Purchaser To the extent applicable, Buyer shall promptly prepare and deliver to the Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant from time to Section 1060 time revised copies of the CodeAsset Acquisition Statement so as to report any matters on the Asset Acquisition Statement that need updating consistent with the agreed upon allocation and the methodology for allocation of any adjustments to the Purchase Price and applicable Assumed Foreign Liabilities specified in the Asset Acquisition Statement. The Seller may object in writing to such revised Asset Acquisition Statement within forty-five (45) days of the Seller’s receipt thereof, which objection shall be resolved in accordance with the allocation specified procedures described in the Final Allocation Statement. Section 5.7(c)(ii) above. (iv) Each of Purchaser Buyer, CodeGear, the Foreign Sellers and the Seller agrees to (A) prepare and timely filefile all Tax Returns, or cause to be timely filed, including IRS Form 8594 (or and all supplements thereto) and any comparable similar form under for foreign, state or local Tax lawtax purposes, in a manner consistent with the Asset Acquisition Statement and this Section 5.7(c) and any required attachment thereto (B) act in accordance with the Final Allocation Statement. Except Asset Acquisition Statement and this Section 5.7(c) for all Tax purposes, in either case, except as otherwise required pursuant to by a “change in law or by a final 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 any of the allocations determined pursuant to such statement are disputed by any Tax authority, the party hereto receives 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 hereto concerning the date and subject 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 sixty (60) calendar days after the date hereof, unless otherwise agreed to in writing by Buyer and Seller, Buyer shall provide Seller with an allocation schedule for the Owned Real Estate. Seller shall have the right to raise objections within thirty (30) days of its receipt thereof. Any dispute relating to any such objections by Seller shall be resolved prior to the Closing in the manner set forth in this Section 4.2 applicable to resolutions of objections by Seller to the Allocation Schedule. Buyer shall, no later than sixty (60) days after final determination of the Adjusted Payment Amount amount of the Purchase Price in accordance with the procedures set forth in Section 3.34.3, Purchaser shall prepare and deliver to Seller a draft of a statement schedule (the “Draft Allocation StatementSchedule”) setting forth allocating the allocation of Purchase Price and the total consideration paid by Purchaser to Seller pursuant to this Agreement Assumed Liabilities among the Transferred Assets for purposes other than the Owned Real Estate in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of Section 1060 state or local tax law) or any successor provision. Seller shall have the right to raise objections within thirty (30) days of its receipt thereof. If Buyer and Seller cannot mutually resolve Seller’s objections to the Code. IfAllocation Schedule within thirty (30) days of Buyer’s receipt of such objections, such dispute with respect to the Allocation Schedule shall be presented to an accounting firm (the “Arbitrator”) mutually selected by Buyer and Seller, which Arbitrator shall be instructed to endeavor to deliver, within thirty (30) calendar days thereafter, a final, binding and conclusive decision upon each of the receipt of Parties. 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 objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser event that Buyer 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 cannot agree on such allocationthe selection of an accounting firm to act as Arbitrator, any disputed aspects of such allocation shall be resolved by either Party may request the AAA to appoint a nationally recognized independent accounting firm, and AAA shall be instructed to promptly, but no later than thirty (30) days, appoint such firm mutually acceptable to Purchaser and such appointment shall be final, binding and conclusive on Buyer and Seller. The allocation Promptly, but no later than 30 days after acceptance of its appointment as Arbitrator, the total consideration, as agreed upon by Purchaser Arbitrator shall determine the remaining disputed items and shall render a written report to Buyer and Seller (as a result of either Seller’s failure to object resolving such dispute 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”), Schedule. The Arbitrator’s decision shall be final final, binding and binding upon the partiesconclusive on all Parties. Each of Purchaser The Parties shall cooperate with each other, and Seller shall bear all fees each other’s Representatives and costs incurred by it in connection with the determination of the allocation of the total considerationArbitrator in order that any and all matters in dispute shall be resolved as soon as practicable. The fees, except that the parties shall each pay one-half (50%) of the fees costs and expenses of such accounting firm. (b) Purchaser Arbitrator incurred in connection therewith shall be shared equally by Buyer and Seller. Except to the extent required to comply with the final and unappealable audit determinations of any Tax Authority with jurisdiction over a Party, Buyer and Seller shall report the transaction contemplated by this Agreement and file all Tax Returns (including income amended Tax reporting requirements imposed pursuant to Section 1060 of the CodeReturns and claims for refund) in accordance consistent with the allocation specified Allocation Schedule, and shall take no position contrary thereto or inconsistent therewith (including in the Final Allocation Statementany audits or examinations by any Taxing Authority or any other Proceedings). Each of Purchaser Buyer and Seller agrees to timely file, shall file or cause to be timely filed, IRS filed any and all forms (including 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 law8594), neither Purchaser nor Seller shall takestatements and schedules with respect to such allocation, or shall permit its Affiliates including any amendments to take, a Tax position which is inconsistent such forms required with the Final Allocation Statement. In the event respect to 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 Price, pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, the agreements set forth in this Section 3.3 4.2 shall be allocated among survive the Assets by reference to the item or items to which such adjustment is attributableClosing Date.

Allocation of Purchase Price. (a) No The Buyer and the Seller agree to treat the sale of the Membership Units as a sale of the assets of the Company by the Company to the Buyer for all federal, state and local Income Tax purposes (including treatment as a sale of the assets of any of the Company's Subsidiaries that are disregarded for tax purposes). As soon as reasonably practicable, but not later than sixty (60) calendar 75 days after following the final determination of Closing Date, the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser Buyer shall prepare and deliver to the Seller a draft of a statement (the “Draft Allocation Statement”) setting schedule which shall set forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement Purchase Price, liabilities and other related items among the Assets for purposes of Section 1060 assets of the CodeCompany (the "Allocation"). IfThe Seller shall, within thirty (30) calendar 40 days of after the receipt of date on which the Draft Allocation Statementis delivered to the Seller, provide the Buyer with a written notice stating those items to which the Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowtakes exception. If a change proposed by the Seller objects to is disputed by the Draft Allocation Statement in writing within such thirty (30) calendar-day periodBuyer, Purchaser then the Seller and Seller the Buyer shall negotiate in good faith to resolve any disputed itemssuch dispute. IfIf the Buyer and the Seller agree to the Allocation, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount parties further agree to act in accordance with the procedures set forth Allocation in Section 3.3any federal, Purchaser state 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 local income 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 firmfranchise Tax Returns. (b) Purchaser If and to the extent the Buyer and the Seller agree to the Allocation, promptly after the Closing Date (but not before a resolution of all disputes, if any, with regard to the Closing Balance Sheet) the Buyer shall report prepare, in consultation with the transaction contemplated by this Agreement Seller or the Seller's designee, those statements or forms (including income Tax reporting requirements imposed pursuant to Form 8594) required by Section 1060 of the Code) in accordance Code and the Treasury regulations promulgated thereunder with respect to the Allocation. Such statements or forms shall be prepared consistently with the allocation specified in Allocation if and to the Final Allocation Statementextent the Buyer and the Seller agree to the Allocation. Each of Purchaser and Seller agrees to timely file, Such statements or cause to forms shall be timely filed, IRS Form 8594 (or any comparable form under state or local filed by the parties on their respective federal income Tax law) and any Returns as required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under by 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 and 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 Treasury regulations promulgated thereunder and each party shall immediately notify provide the other party in writing as to the date and subject with 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 statement or items to which such adjustment is attributableform as filed.

Allocation of Purchase Price. (a) No The Parties shall allocate the Purchase Price in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (together with any rules or regulations issued thereunder, “Code”). Within 90 days after the Closing Date, Sellers shall provide Buyer a draft allocation of the Purchase Price and the liabilities of Sellers among the Purchased Assets. Within 15 days after Buyer’s receipt of Sellers’ draft allocation of the Purchase Price, Buyer shall notify Sellers in writing of any good-faith objections to such allocations (the “Allocation Objection Notice”). If Buyer fails to timely deliver the Allocation Objection Notice, the Sellers’ draft allocation of the Purchase Price shall be final and binding on the Parties. If Buyer timely delivers the Allocation Objection Notice, the Parties shall attempt in good faith to resolve those disputes within a 30-day period after Sellers’ receipt of the Allocation Objection Notice (the “Allocation Resolution Period”). (b) If Buyer and Sellers are unable to resolve all disputes within the Allocation Resolution Period, Buyer shall promptly, but no later than sixty (60) calendar seven days after the Resolution Period, select the Phoenix, Arizona office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP to arbitrate the dispute. The process for determining the final allocation of the Purchase Price shall be the same as set forth in Section 1.8 for the final determination of the Adjusted Payment Amount in accordance with Anniversary Vascular EBITDA. (c) The Parties shall timely file any information that may be required pursuant to Treasury Regulations promulgated under Section 1060(b) of the procedures set forth in Section 3.3Code, Purchaser and shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth use the allocation of the total consideration paid by Purchaser to Seller Purchase Price as finally determined pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If1.9, 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 preparation of Internal Revenue Service Form 8594 as that form relates to the allocation of the total considerationTransactions. The Parties shall not file any returns, except that the parties shall each pay one-half (50%) of the fees declarations, reports, statements 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 fileother documents of, relating to, or cause required to be timely filedfiled in respect of, IRS Form 8594 any and all Taxes (“Tax Returns”) 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 such allocation, except as may be adjusted by subsequent agreement following an audit in respect by the Internal Revenue Service or by court decision. The Parties agree that the amount 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 covenant not to compete in Section 4.8 is not intended to be a liquidated damages amount or items to which place a value or ceiling on the amount of damages that could be suffered by Buyer if such adjustment is attributablecovenants are breached.

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 The consideration paid by Purchaser to Seller payable pursuant to this Agreement (which shall include the assumption of the Assumed Liabilities) shall be allocated among the Purchased Assets, the Seller Licensed Intellectual Property and the 25,000 Board Products (as defined in Exhibit A-1 to the Transition Services Agreement) transferred to Purchaser under Exhibit A-1 to the Transition Services Agreement, as set forth in Schedule 1.6 (the “Allocation”). The allocation of such consideration among the Purchased Assets for purposes of and the Board Products shall be in accordance with Section 1060 of the CodeCode and the regulations promulgated thereunder. IfThe Allocation shall be revised as necessary to reflect (i) any updates to Schedules 1.1(a) and 1.1(d) made pursuant to Section 1.1 and (ii) any adjustment to the value of any Purchased Asset, 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 StatementAssumed Liability or Board Product, 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 reasonably determined 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 may be required pursuant to by a “determination” under (within the meaning of Section 1313 1313(a) of the Code or any similar state, local or non-U.S. Tax Law), neither Seller nor Purchaser (or any comparable provision of state their respective Affiliates) shall file any Tax Return (including IRS Form 8594) or, without the consent of the other (such consent not to be unreasonably withheld, conditioned or local lawdelayed), neither Purchaser nor Seller shall taketake any position in any Tax Return, refund claim, litigation or shall permit its Affiliates to take, a Tax position which otherwise that is inconsistent with the Final Allocation Statement(as finally reasonably determined in good faith by Seller at the Closing). In If such Allocation is disputed by any Taxing Authority, the event any party hereto receives 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 hereto. Seller and Purchaser agree to cooperate in writing as good faith in responding to any such challenge to preserve the date and subject effectiveness of such auditAllocation. Any amounts treated as an adjustment to the Purchase Price pursuant to Section 3.3 after the date hereof shall be allocated among the Assets by reference to the item or items Purchased Assets, Seller Licensed Intellectual Property and Board Products to which such adjustment is attributablethey relate.

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) 3.7(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 As promptly as practicable, but in no event later than sixty (60) calendar 30 days after following the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3date hereof, Purchaser shall Parent will prepare and deliver to Seller a draft of a statement allocating the Purchase Price and the Assumed Liabilities among the Purchased Assets (the “Draft Allocation Statement”) setting forth ). The Allocation Statement will be consistent with the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes provisions of Section 1060 of the CodeTax Code and the Treasury Regulations thereunder and, subject to the foregoing, will be substantially in the form attached hereto as Schedule 7.3 (the “Allocation Principles”). IfThe Allocation Principles are intended by the parties, within thirty (30) calendar days acting in good faith, to comply with the provisions of Section 1060 of the Tax Code and the Treasury Regulations thereunder, based on the preliminary amounts of the Purchase Price, Assumed Liabilities and the Purchased Assets estimated as of the date hereof, and subject to fact that the Allocation Principles reflect ranges of value as of the date hereof, rather than specific amounts. Within 30 days after Seller’s receipt of the Draft Allocation Statement, Seller shall not have objected in writing indicate its concurrence therewith, or propose to such draft, Parent any changes to the Draft Allocation Statement. Seller’s failure to notify Parent of any objection to the Allocation Statement within 30 days after receipt thereof shall become the Final Allocation Statement, as defined belowconstitute Seller’s concurrence therewith. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller Parent shall negotiate in good faith to resolve any disputed itemsdisputes regarding the Allocation Statement. IfIf Seller and Parent are unable to resolve any disputes regarding the Allocation Statement within 30 days of Parent’s receipt of such changes, then the dispute shall be submitted to the Neutral Auditor for resolution as soon as practicable, but in any event within ninety (90) calendar days after 30 days. The Neutral Auditor shall act as an expert and not as an arbitrator to determine, based solely on the final written submissions of the parties and not by independent investigation, only the specific items under dispute by the parties. The Neutral Auditor shall deliver to Seller and Parent, as promptly as practicable, but in any case no later than 30 days, a determination of the Adjusted Payment Amount in accordance with allocation. Parent, on the procedures set forth in Section 3.3one hand, 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 , on 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”)other hand, shall be final and binding upon the parties. Each of Purchaser and Seller shall bear share equally 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 any the transaction contemplated by this Agreement (including income Tax reporting requirements imposed Neutral Auditor hired pursuant to this 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 Statement7.3. Except as otherwise to the extent required by Applicable Law or a Governmental Authority, including pursuant to a “determination” within the meaning of Section 1313(a) of the Tax Code, Parent and Seller agree to timely report the transaction contemplated herein for federal income tax purposes on all information returns and supplements thereto required to be filed with the Internal Revenue Service by the parties under Section 1313 1060 of the Tax Code (and the Treasury Regulations thereunder in a manner consistent with the Allocation Statement, as so finalized. In furtherance of the foregoing, and without limitation, the parties agree to jointly prepare an IRS Form 8594 consistent with the above allocation procedures and the Allocation Statement, as so finalized, and further agree to file such IRS Form with their respective tax returns for the tax year which includes the date hereof. No party shall file any tax return or take a position with 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 taxing authority that is inconsistent with the Final Allocation Statement. In , as so finalized (except to the event any party hereto receives notice extent required by Applicable Law or a Governmental Authority, including pursuant to a “determination” within the meaning of an audit in respect Section 1313(a) 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 attributableTax Code).

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. (a) No The Preliminary Purchase Price and the Purchase Price will be allocated to the assets of the PC Business sold under this Agreement, Seller and Local Sellers as set out preliminarily in Exhibit 11.2 and, to the extent allocated to Local Sellers and not otherwise in conflict with Section 10.4, be paid to Seller as receiving agent (Zahlstelle) for Local Sellers. (b) Notwithstanding Section 11.2(a) above, 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 3.3Signing Date, Purchaser shall prepare and deliver to Seller a draft reasonable proposed allocation for Tax purposes that allocates the portion of Purchase Price not allocated to the Sold Shares pursuant to Exhibit 11.2 among the non-Sold Share assets of the PC Business (Non-Share Assets) and the Assumed Obligations treated as purchase price on a Seller and Local Seller entity-by-entity basis and asset-class-by-asset-class basis. (c) No later than the tenth (10th) Business Day following Seller’s receipt of a statement (the “Draft Allocation Statement”) setting forth the proposed allocation of the total consideration paid by pursuant to Section 11.2(b), Seller shall deliver to Purchaser, in writing, any good faith objections to such proposed allocation. If Seller does not deliver to Purchaser to Seller any such objections 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 draft11.2(c), the Draft Allocation Statement allocation proposed by Purchaser pursuant to Section 11.2(b) shall become the Final Allocation Statement, as defined below. final allocation among the Non-Share Assets for Tax purposes. (d) If Seller objects delivers to the Draft Allocation Statement in writing within Purchaser any such thirty (30) calendar-day periodobjections pursuant to Section 11.2(c), Purchaser and Seller shall negotiate with one another in good faith to resolve agree upon an allocation and 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 the Parties in writing prior 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) (Closing Date shall become 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.final

Allocation of Purchase Price. (a) No Seller and Buyer acknowledge that the purchase of the Company contemplated by this Agreement will be treated for income tax purposes as the purchase of the assets of the Company. As promptly as practicable after the Closing, but not 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 Buyer shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth ), allocating the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Purchase Price in accordance with Section 1060 of the Code. If, If within thirty twenty-five (3025) calendar days after the delivery of the receipt of the Draft Allocation Statement, Statement Seller shall not have objected notifies Buyer in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If that Seller objects to the Draft allocation set forth in the Allocation Statement in writing within such thirty (30) calendar-day periodStatement, Purchaser Buyer and Seller shall negotiate in good faith use commercially reasonable efforts to resolve any such dispute within twenty (20) days. In the event that Buyer and Seller are unable to resolve such dispute within twenty (20) days, Buyer and Seller shall jointly retain a nationally recognized accounting firm (the “Accounting Referee”) to resolve the disputed items. If, within ninety (90) calendar days after the final determination Upon resolution of the Adjusted Payment Amount in accordance with disputed items, the procedures set forth in Section 3.3, Purchaser and Seller fail to agree 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 Purchaser and Sellerreflect such resolution. The allocation of the total considerationcosts, 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 firmthe Accounting Referee shall be borne equally by Buyer and Seller. (b) Purchaser Seller and Seller shall report Buyer agree to (i) be bound by the transaction contemplated by this Agreement Allocation Statement and (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 Return for the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 taxable year that includes the date of the Code Closing). (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 c) If an adjustment is inconsistent made 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 2.05, the Allocation Statement shall be allocated among adjusted in accordance with Section 1060 of the Assets Code and as mutually agreed by reference Buyer and Seller. In the event that an agreement is not reached within twenty (20) days after the determination of Closing Adjusted Working Capital, any disputed items shall be resolved in the manner described in Subsection (a) of this Section 8.06. Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the item Code and to treat the Allocation Statement, as adjusted in the manner described in (a) of this Section. (d) Upon the written request of the other Party, such Party shall deliver a copy of any IRS Form 8594 (or items to which such adjustment is attributableamendments thereto) filed with the Internal Revenue Service.

Allocation of Purchase Price. (a) No later than sixty ninety (6090) 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. (a) No later than sixty (60) calendar As promptly as practicable, and in any event within 90 days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing, Purchaser Buyer Domestic shall prepare and deliver to Seller a draft of Parent 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”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code or under similar provisions in non-U.S. jurisdictions, as applicable) among the Purchased Assets in accordance with Section 1060 of the Code or under similar provisions in non-U.S. jurisdictions and shall be final consistent with the allocations set forth on Schedule 3.03. The Allocation Statement as so determined by Buyer Domestic shall be binding on all the parties hereto unless within 10 Business Days after the delivery of the Allocation Statement Seller Parent notifies Buyer Domestic in writing that Seller Parent objects to the allocation set forth in the Allocation Statement, setting forth in reasonable detail its objection(s) and binding upon the partiesbasis therefor. Each of Purchaser If within such 10 Business Day period Seller Parent so objects, Buyer Domestic and Seller Parent shall bear all fees use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer Domestic and costs incurred by it in connection Seller Parent are unable to resolve such dispute within 20 days, Buyer Domestic and Seller Parent shall jointly retain the Fort Worth, Texas office of KPMG LLP, or such other firm with the determination requisite expertise as Buyer Domestic and Seller Parent may mutually agree (such firm, the “Accounting Referee”), to resolve the disputed items. Upon resolution of the disputed items, the allocation of reflected on the total consideration, except that the parties Allocation Statement shall be adjusted to reflect such resolution. Buyer Domestic and Seller Parent shall each pay one-half (50%) of bear the costs, fees and expenses of the Accounting Referee for such accounting firmdetermination pursuant to a proration of expenses to the parties by the Accounting Referee based on the relation of the outcome to the position of the parties as submitted to the Accounting Referee. (b) Purchaser Seller Parent and Seller shall report Buyer Domestic agree to (i) be bound by the transaction contemplated by this Agreement Allocation Statement and (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 Return for the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 taxable year that includes the date of the Code Closing or other similar filings in non-U.S. jurisdictions). (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 c) If an adjustment is inconsistent made 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 3.05, the Allocation Statement shall be allocated among adjusted in accordance with Section 1060 of the Assets Code and as mutually agreed by reference Buyer Domestic and Seller Parent. In the event that an agreement is not reached within 20 days after the determination of Closing Net Assets, any disputed items shall be resolved in the manner described in Section 3.03(a). Buyer Domestic and Seller Parent agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 3.03(b). (d) Not later than 30 days prior to the item or items filing of their respective Forms 8594 relating to which such adjustment is attributablethis transaction, each party shall deliver to the other party a copy of its Form 8594.

Allocation of Purchase Price. (a) No Not later than sixty (60) calendar 120 ---------------------------- days after the final determination Closing Date, Buyer shall provide to Primestar (on behalf of Sellers) copies of Form 8594 and any required exhibits thereto (the "Asset Acquisition Statement") with Buyer's proposed allocation of the Adjusted Payment Amount purchase price paid by Buyer with respect to the Transferred Assets. Within 20 days after the receipt of such Asset Acquisition Statement, Primestar shall propose to Buyer any changes to such Asset Acquisition Statement or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld. Thereafter, Buyer shall provide to Primestar from time to time revised copies of the Asset Acquisition Statement (the "Revised Statements") so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any). Within 20 days after the receipt of any Revised Statement, Primestar shall propose to Buyer any changes to such Revised Statement or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld. Primestar's failure to notify Buyer of any objection to the Asset Acquisition Statement or a Revised Statement within 20 days after the delivery thereof shall constitute Sellers' concurrence therewith. Subject to and in accordance with the procedures set forth in Section 3.34.3(b) below, Purchaser Buyer and Primestar -------------- 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 endeavor in good faith to resolve any disputed items. If, differences with respect to the Asset Acquisition Statement or any Revised Statements within ninety (90) calendar 20 days after Buyer's receipt of notice of objections or suggested changes from Primestar. The costs of preparing the final determination Asset Acquisition Statement and any supporting materials (including any appraisals) shall be borne equally by Buyer and Primestar. (b) Subject to the provisions of the Adjusted Payment Amount following sentence of this Section ------- 4.3(b), the Purchase Price for the Transferred Assets shall be allocated in ------ accordance with the procedures set forth in Asset Acquisition Statement or, if applicable, the last Revised Statement, provided by Buyer to Primestar pursuant to Section 3.34.3(a) -------------- above, Purchaser and Seller fail subject to agree on the requirements of any applicable Tax law or election, all Tax returns and reports filed by Buyer and Sellers shall be prepared consistently with such allocation, any disputed aspects . If Primestar (on behalf of Sellers) shall have withheld its consent to such allocation (which consent shall not be resolved by unreasonably withheld) and Buyer and Primestar have acted in good faith to resolve the differences with respect to the items on the Asset Acquisition Statement or any Revised Statement for a nationally recognized period of 20 days after Buyer's receipt of notice of objections or suggested changes from Primestar and, within such 20- day period, Buyer and Primestar are unable to resolve such differences which, in the aggregate, are material in relation to the Purchase Price for the Transferred Assets, (i) Buyer and Primestar shall, subject to the requirements of any applicable Tax law or election, file all Tax returns and reports in a manner consistent with the allocation provided in such statements and (ii) Buyer and Primestar shall refer any issues as to which such differences exist to an independent accounting firm mutually acceptable to Purchaser Buyer and Seller. The allocation Primestar for resolution which shall resolve such issues within 30 days of the total consideration, as agreed upon by Purchaser date submitted 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”), whose resolution 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 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 firm shall be allocated among the Assets borne equally by reference to the item or items to which such adjustment is attributableBuyer and Primestar.

Allocation of Purchase Price. The Parties agree that the Tax Consideration shall be allocated among the Assets for U.S. federal income Tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and the tax allocation methodology set forth on Schedule 2.6. Within thirty (a30) No later than sixty (60) calendar days after following the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Purchase Price, Purchaser Buyer shall prepare and deliver provide to Seller a draft allocation of a statement the Tax Consideration, which shall be prepared based on principles in this Section 2.6 (the “Draft Allocation StatementAllocation”) 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, shall notify Buyer in writing within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing of any comments to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowAllocation. If Seller objects does not deliver any written notice of comments to the Draft Allocation Statement in writing within such thirty (30) calendar-day 30)-day period, Purchaser the Allocation shall be deemed agreed to by Seller and Seller shall be final, conclusive and binding on the Parties. If a written notice of comments is timely delivered to Buyer, ▇▇▇▇▇▇ and ▇▇▇▇▇ will negotiate in using good faith efforts for a period of twenty (20) days to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount during such period, Seller and ▇▇▇▇▇ resolve their differences in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail writing as to agree on such allocation, any disputed aspects of items, such allocation resolution 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 deemed final and binding upon with respect to such items for the parties. Each purpose of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination determining that component of the allocation Allocation. In the event that Seller and Buyer do not resolve all of the total considerationitems disputed in the Allocation, except that the parties then for all such unresolved disputed items, each Party shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller be permitted to adopt its own Allocation as it deems appropriate. The Parties shall report the transaction contemplated by all items agreed to or deemed agreed to consistently with this Agreement (Section 2.6 in all Tax Returns, including income any information or Tax reporting requirements imposed pursuant Returns or supplements thereto required to be filed under Section 1060 of the Code) , and no Party shall take any position in accordance any Tax Return, in any Tax examination, audit, claim or similar Proceeding that is inconsistent with the allocation specified portions of the Allocation that are agreed to or deemed agreed to, in each case, unless required to do so by a “determination” as defined in Section 1313(a) of 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 analogous provision of applicable state or local Tax law) Law; provided, however, that neither Party nor any of its Affiliates shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any required attachment thereto Proceedings in accordance connection with the Final Allocation StatementAllocation. 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.The

Allocation of Purchase Price. (a) No later than sixty (60) calendar 45 days after the final determination close of the Adjusted Payment Amount calendar year in which Closing shall take place, Seller and Buyer may allocate the Purchase Price among the Assets in accordance with their relative fair market values based upon an appraisal to be obtained by Buyer; provided that the gross fair market value of the Assets comprising a particular Station with respect to which the rights to acquire were assigned to a Permitted Assignee shall be an amount equal to that portion of the Purchase Price funded by such Permitted Assignee; and provided further the gross fair market value of the Assets comprising each of the other Stations acquired by Sunburst Media, LP shall be an amount as determined in good faith by the Buyer. If either (i) Buyer shall not obtain such appraisal or (ii) if Buyer shall obtain such appraisal, but the Seller and the Buyer fail to agree to allocate the Purchase Price in accordance with such appraisal, then Seller and Buyer shall allocate the Purchase Price, on a Station by Station basis, in accordance with the procedures set forth following: first, an amount equal to the replacement cost for the tangible assets shall be allocated to the tangible assets; second, in Section 3.3the case of Subject Real Property, Purchaser the amount of coverage for title insurance or title opinion purposes as specified on Schedule 1(d); third, $25,000 shall prepare be allocated to goodwill; and deliver fourth, the balance shall be allocated to the Station Licenses and other intangible assets. Seller a draft of a statement (the “Draft Allocation Statement”) setting forth and Buyer agree to report the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among Purchase Price, as determined in accordance with the Assets foregoing, for purposes of 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 Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser 1986 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 firmfor other tax purposes. (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. Within one hundred twenty (a120) No later than sixty (60) calendar days after following the final determination of Effective Time, the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser Buyer shall prepare and deliver to Seller Sellers a draft schedule of a statement (the “Draft Allocation Statement”) setting forth 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 Section 1060 of and the other covenants and agreements set forth herein in accordance with the Code, Treasury Regulations and applicable Legal Requirements (the "Allocation Schedule"). If, The Allocation Schedule shall be deemed final unless the Sellers notify the Buyer in writing that the Sellers object to one or more items reflected in the Allocation Schedule within thirty (30) calendar days after delivery of the receipt Allocation Schedule to the Sellers (provided, however, that no such objection shall be asserted by the Sellers which would reduce or eliminate the Buyer’s ability to deduct amortization from taxable income, absent violation of applicable Law or manifest error). In the Draft Allocation Statement, Seller shall not have objected in writing to event of any such draftobjection, 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 Parties shall negotiate in good faith to resolve such dispute; provided, however, that if the Parties are unable to resolve any disputed items. If, dispute with respect to the Allocation Schedule within ninety thirty (9030) calendar days after the final determination delivery of the Adjusted Payment Amount in accordance with Allocation Schedule to the procedures set forth in Section 3.3Sellers, 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 Sellerthe Independent Accounting Firm. 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 firm shall report the transaction contemplated be borne one-half by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 each of the Code) in accordance Sellers and Buyer. The Parties agree to use the Allocation Schedule for all tax and reporting purposes, including but not limited to Internal Revenue Service Form 8594, and not to take any contrary position 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 Statementrespect thereto. 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 this Agreement, the Allocation Schedule shall be allocated among revised accordingly by the Assets Parties as soon as reasonably practicable. The Buyer and Sellers shall take all actions and file all Tax Returns (including but not limited to Internal Revenue Service Form 8594) consistent with such revised allocation unless required to do otherwise by reference to the item or items to which such adjustment is attributablelaw.

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 The parties shall use their best efforts to enter into an agreement as soon as practicable after the final determination Closing Date concerning the allocation (the "Allocation") of the Adjusted Payment Amount Purchase Price among the Assets in accordance with Section 1060 of the procedures set forth in Section 3.3, Purchaser Code and the regulations promulgated thereunder (the "Allocation Agreement"). Buyer shall prepare and deliver to Seller a draft of a statement (proposed Allocation Agreement which will allocate the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement Purchase Price among the Assets for purposes of Section 1060 of within 120 days after the CodeClosing Date. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, If Seller shall has not have objected in writing to such draftAllocation Agreement within 30 days after receipt, such agreement shall be deemed accepted and shall be the Draft Allocation Statement shall become the Final Allocation Statement, as defined belowAgreement. If Seller objects to the Draft Buyer's proposed Allocation Statement in writing within such thirty (30) calendar-day periodAgreement, Purchaser Seller shall give Buyer notice of its objections and Buyer and Seller shall negotiate in good faith use all reasonable efforts to resolve any disputed itemstheir differences. If, within ninety (90) calendar 60 days after the final determination date on which Seller has given Buyer notice of its objections, the Adjusted Payment Amount in accordance with parties have not adopted the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocationAllocation Agreement, any disputed aspects disputes related thereto shall be referred to a "big six" accounting firm having no material relationship with either party or their respective Affiliates during the 12-month period preceding the date of such allocation referral mutually agreed on by the parties and shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Sellerwithin 30 days after such referral. The allocation of the total considerationcosts, as agreed upon by Purchaser expenses 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 firmfirm shall be borne equally by the parties. (b) Purchaser Seller and Seller shall report Buyer agree to (i) be bound by the transaction contemplated by this Agreement Allocation, (including income Tax reporting requirements imposed pursuant to Section 1060 of the Codeii) act in accordance with the allocation specified Allocation in the Final Allocation Statement. Each preparation of Purchaser financial statements and Seller agrees to timely file, or cause to be timely filed, IRS filing of all Tax Returns (including 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 Tax audit, Tax review or Tax litigation relating thereto in accordance 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 shall take, or shall permit its iii) take no position and cause their Affiliates to take, a Tax take no position which is inconsistent with the Final Allocation Statement. In for all Tax and accounting purposes. (c) 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 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) Within 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 shall prepare and Acquiror will deliver to Seller a draft proposed final allocation of a statement the Closing Purchase Price (and any other amounts required to be taken into account under applicable Tax Law) among the AVS Assets, which allocation will be consistent in all respects with Exhibit F to this Agreement and with Section 1060 of the Code (the “Draft Allocation StatementProposed Allocation”) setting forth the allocation ). Seller will notify Acquiror in writing of any objections within 30 calendar days after receipt of the total consideration paid Proposed Allocation. If Seller provides no such written objection(s), Seller will be deemed to agree to the Proposed Allocation. If Seller provides one or more written objection(s), the Parties will, for a period of up to 20 calendar days following Acquiror’s receipt of Seller’s written objection(s), negotiate in good faith to reach agreement on the disputed item(s). If the Parties are unable to reach an agreement regarding the Proposed Allocation, then within 25 calendar days following Acquiror’s receipt of Seller’s written objection(s), the Parties will submit their disagreement for resolution by Purchaser the Accounting Firm, whose involvement will be limited solely to Seller pursuant the disputed items. The Accounting Firm will decide upon a final allocation, which allocation will be consistent in all respects with Exhibit F to this Agreement among the Assets for purposes of and NAI-1504903777v10 with 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) no later than 20 calendar days after the final determination of Parties submit their dispute, and 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 SellerAccounting Firm’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 decision will be final and binding upon on the partiesParties absent manifest error (such final allocation, whether decided by the Accounting Firm or agreed by the Parties, and as adjusted pursuant to this Section 9.04, the “Final Allocation”). Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with Any expenses relating to the determination engagement of the allocation of the total considerationAccounting Firm will be shared equally by Seller and Acquiror. Seller and Acquiror will not, except and will cause their respective Affiliates not to, take a position 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 Statementfor any Tax purposes, including taking an inconsistent position on any IRS Form 8594 or other Tax Return or before any Taxing Authority, unless, and then only to the extent, otherwise required by a Final Determination. The Final Allocation will be appropriately adjusted to reflect any subsequent adjustments to the Closing Purchase Price, including pursuant to Section 1.11. In the event any party hereto that a Taxing Authority disputes the Final Allocation in writing, the Party receiving written notice (or whose Affiliate receives notice written notice) of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately dispute will promptly notify the other party Party, and Seller and Acquiror will use their Commercially Reasonable Efforts to defend the Final Allocation in writing any applicable proceeding, and the matter will be handled 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 attributablea Tax Claim.

Allocation of Purchase Price. On or before ninety (a90) No later than sixty (60) calendar days after following the final determination of Closing Date, the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser Buyer shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth GM the allocation of the total Purchase Price and other consideration paid by Purchaser to Seller pursuant to this in exchange for the Purchased Assets, the Transferred Stock, the non-competition agreement set forth in SECTION 7.9 and rights under the Patent and Technology License Agreement among the Assets for purposes of prepared in accordance with Section 1060 of the CodeCode and the rules and regulations promulgated thereunder (the "Allocation"). If, within GM shall have 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 delivery of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser Allocation to review 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 consent to the Draft Allocation, which consent shall not be unreasonably withheld, conditioned or delayed. GM and the Buyer each agree to use such Allocation Statement or to prepare and file in a timely manner all appropriate Tax filings including, if applicable, the preparation and filing of good faith negotiations between Purchaser and Seller) or determined by an accounting firm Form 8594 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 successor form or successor provision of state or local lawany future Tax Law), neither Purchaser nor Seller shall take, or shall permit its Affiliates with their respective Tax Returns for the taxable year that includes the Closing Date and to take, a take no position in any Tax position which Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent GM and the Final Allocation Statement. In the event Buyer from settling any party hereto receives notice of an audit in respect proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the allocation purchase price allocation, and neither GM nor the Buyer shall be required to litigate before any court, any proposed deficiency or adjustment by any taxing authority challenging such allocation. GM shall provide the Buyer and the Buyer shall provide GM with a copy of any information required to be furnished to the Secretary of the consideration paid for Treasury under Section 1060 of 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. (a) No Not less than three (3) Business Days prior to the Closing, the Seller shall provide to the Purchaser an allocation of the Purchase Price and the Assumed Liabilities (and other obligations hereunder, other than those included in the Excluded Liabilities) among the Purchased Assets and the Business to the extent necessary to determine the purchase price amount to be stated in any local ▇▇▇▇ of Sale and Assignment and Assumption Agreement and to the extent necessary to determine any liability for Conveyance Taxes (the “Initial Allocation”). The Initial Allocation shall be prepared by the Seller in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (or applicable or analogous state, local or foreign Laws). The Initial Allocation shall be deemed to be accepted by and shall be conclusive and binding on the Purchaser unless the Purchaser delivers within thirty (30) days after the Closing a written notice to the Seller stating each and every item that the Purchaser disputes (it being understood that any amounts not disputed shall be final and binding). If the Seller does not agree with a change proposed by the Purchaser, then the Seller and the Purchaser shall negotiate in good faith to resolve such dispute. (b) As soon as practicable, and in any event not later than sixty the later of (60i) calendar thirty (30) days after the final determination of the Adjusted Payment Amount Purchase Price, as adjusted pursuant to Section 3.2, 3.6 and 4.4 hereof, and (ii) the date that is one hundred fifty (150) days after the Closing, the Seller shall provide to the Purchaser a revised allocation of the Purchase Price, as adjusted pursuant to Section 3.2, 3.6 and 4.4 hereof, and the Assumed Liabilities (and other obligations hereunder, other than those included in the Excluded Liabilities) among the Purchased Assets and the Business (the “Allocation”). The Allocation shall be prepared by the Seller 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 (or applicable or analogous state, local or foreign Laws). If, The Allocation shall be deemed to be accepted by and shall be conclusive and binding on the Purchaser unless the Purchaser delivers within thirty (30) calendar days of after the receipt of date on which the Draft Allocation Statement, is delivered to the Purchaser a written notice to the Seller stating each and every item that the Purchaser disputes (it being understood that any amounts not disputed 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 the Seller objects to does not agree with a change proposed by the Draft Allocation Statement in writing within such thirty (30) calendar-day periodPurchaser, then the Seller and the Purchaser and Seller shall negotiate in good faith to resolve any disputed itemssuch dispute. IfIf the Seller and the Purchaser cannot agree on the resolution of the dispute, within ninety (90) calendar days after then the Allocation shall be made in accordance with an allocation provided by the Independent Accounting Firm, the expense of which shall be shared equally by the Purchaser and the Seller. The Parties shall submit to the Independent Accounting Firm all materials and back-up related to the Allocation, and each Party shall have the opportunity to discuss the Allocation with the Independent Accounting Firm. Each Party agrees to cooperate with and assist the Independent Accounting Firm in making the final determination. The Independent Accounting Firm shall make its determination as reasonably promptly as possible, but in no event later than thirty (30) days. The 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”), Independent Accounting Firm shall be final and binding upon on 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 firmParties. (c) Each of the Seller and the Purchaser shall (i) be bound by the Initial Allocation for purposes of determining Taxes, and (ii) prepare and file, and cause its Subsidiaries to prepare and file, its Tax Returns on a basis consistent with the Initial Allocation; provided, however, that as soon the Allocation is final and binding as provided in (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 above, each of the CodeSeller and the Purchaser shall (i) in accordance be bound by the Allocation for purposes of determining Taxes, and (ii) prepare and file, and cause its Subsidiaries to prepare and file, its Tax Returns on a basis consistent with the allocation specified in Allocation. The Seller and the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or shall not 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 Initial Allocation Statement. In until the event Allocation is final and binding in any party hereto receives notice of Tax Return, in any refund claim, in any litigation, or otherwise unless required by a final determination by 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 applicable Tax Authority or to the date extent otherwise required by Law. Once the Allocation is final and subject of such audit. Any adjustment binding, the Seller and the Purchaser shall not take any position inconsistent with the Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise unless required by a final determination by an applicable Tax Authority or to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets extent otherwise required by reference to the item or items to which such adjustment is attributableLaw.

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 3.3, 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 and Real Property 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 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 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 A/75499905.9 13 Seller pursuant to this Agreement among the Purchased 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 one hundred twenty (90120) 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 the 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 Purchased 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 (including Section 3.3 or Section 11.1(g)) shall be allocated among the Purchased 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 90 days after following 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 proposed allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement (the “Total Consideration”) among the Acquired Assets (the “Proposed Allocation”) for purposes of Section 1060 of the Code. IfSeller agrees that, within thirty (30) calendar 30 days of the following receipt of the Draft such Proposed Allocation Statement, Seller shall not have objected either approve such Proposed Allocation, or shall object in writing delivered to such draft, Purchaser specifying the Draft objections to the Proposed Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects the parties cannot reach agreement as to the Draft Allocation Statement allocation of the Total Consideration, then either Purchaser or Seller may submit such dispute for resolution to the Independent Accounting Firm under procedures substantially the same as those provided for under Section 2.5(c) for resolving disputed items or amounts in writing the determination of Closing Net Asset Value or the Purchase Price. The Independent Accounting Firm will determine only those issues in dispute regarding the allocation of the Total Consideration. The Independent Accounting Firm’s determination will be made within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any 30 days after submission of the disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures or as soon thereafter as possible, and will be set forth in Section 3.3, Purchaser a written statement delivered to Seller 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 SellerPurchaser. The allocation of the total considerationTotal Consideration among the Acquired Assets, as agreed upon finalized by the Independent Accounting Firm if necessary, shall be deemed final and conclusive and shall be binding on 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 for all purposes under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the partiesAgreement. Each of Purchaser and Seller shall bear agree to file all fees federal and costs incurred by it in connection with the determination of the allocation of the total considerationstate Tax Returns and other Tax information returns and reports (including, except that the parties shall each pay one-half (50%without limitation, IRS Form 8594) 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 such allocation, as finalized by the allocation specified in the Final Allocation Statement. Each of Purchaser Independent Accounting Firm if necessary, and Seller agrees not to timely filetake, or cause to be timely filedtaken, IRS Form 8594 (or any comparable form under state or local Tax law) and any action that would be inconsistent with such allocation, except as required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to by a “determination” under as defined in Section 1313 1313(a) of the Code (Code, or any comparable similar provision of state applicable state, local or local foreign 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 purchase price pursuant to Section 3.3 2.5 shall be allocated among the Acquired Assets by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. (a) No later than sixty Except as otherwise required by applicable Law, the Parties shall (60i) calendar days after allocate to the final determination tangible Assets a portion of the Adjusted Payment Amount in accordance with Purchase Price (and, to the procedures set forth in Section 3.3extent properly taken into account under the applicable Tax Laws, Purchaser shall prepare and deliver the Assumed Liabilities) equal to Seller a draft the net book value of a statement (the “Draft Allocation Statement”) setting forth the allocation such tangible Assets as of the total consideration paid by Purchaser Closing Date, and (ii) allocate to Seller pursuant to this Agreement among the intangible Assets for purposes of Section 1060 the balance of the Code. If, within thirty Purchase Price. (30b) calendar days of To the receipt of the Draft Allocation Statement, Seller shall not have objected in writing extent necessary to such draftfile Transfer Tax Returns, 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 Parties shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination determine an allocation of the Adjusted Payment Amount Purchase Price (and, to the extent properly taken into account under the applicable Tax Laws, the Assumed Liabilities) among the Assets in accordance with the procedures set forth in principles of Section 3.31060 of the Code and the Treasury Regulations promulgated thereunder and other applicable Tax Laws, Purchaser and Seller fail which allocation shall be subject to agree on the principles of Section 6.7(a) (such allocation, any disputed aspects of such allocation a “Partial Allocation”). If the Parties do not reach agreement on a Partial Allocation after negotiating in good faith, the Partial Allocation shall be resolved submitted to the Independent Auditor, which shall prepare a final Partial Allocation; provided, however, that if a different Partial Allocation is required 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 Government Entity (including as a result of either Seller’s failure the Bankruptcy Proceedings), then the Partial Allocation shall be modified as necessary to object be consistent with the required allocation but in all cases shall be subject to the Draft principles of Section 6.7(a). Notwithstanding the preceding sentence, if the Parties have not reached agreement on the Partial Allocation Statement and the Independent Auditor has not submitted its determination on or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (before the “Final Allocation Statement”), shall date that a Transfer Tax Return is 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 filed with the determination of the allocation of the total consideration, except that the parties shall each pay one-half relevant Tax Authority (50%giving effect to any valid extensions) 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 6.6(b), then such Tax Return shall be timely filed in the Codemanner that the Party with primary responsibility for filing such return reasonably determines and shall, upon receiving the Independent Auditor’s later determination and to the extent permitted under applicable Law, promptly file an amended return in accordance therewith. The Parties agree (i) to be bound by the final Partial Allocation accepted by the Parties or prepared by the Independent Auditor (as modified to be consistent with the allocation required by a Government Entity, as described above), as applicable, and (ii) to act in accordance with the allocation specified allocations contained in such final Partial Allocation for all purposes relating to Transfer Taxes, including the Final Allocation Statement. Each preparation, filing and audit 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 Transfer 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 attributableReturns.

Allocation of Purchase Price. (ai) No later than sixty (60) calendar days after to cooperate with each other in determining whether filings are required to be made or consents required to be obtained in any jurisdiction in connection with the final determination consummation of the Adjusted Payment Amount transactions contemplated by this Agreement and in accordance with making or causing to be made any such filings promptly and in seeking to obtain timely any such consents; (ii) to use all reasonable efforts in good faith to obtain promptly the procedures satisfaction of the conditions to Closing of the transactions contemplated herein, including obtaining all required consents and approvals; (iii) to furnish to the other party and to the other party’s counsel all such information as may be reasonably required in order to effectuate the foregoing actions; and (iv) to advise the other party promptly if such party determines that any condition precedent to its obligations hereunder will not be satisfied in a timely manner. (i) The Purchase Price shall be allocated between the Acquired Interests based on the percentages set forth on Schedule 4.2(d). (ii) For the portion of the Purchase Price that is allocated to the interest in the 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. If, differences cannot be resolved within ninety (90) calendar fifteen days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3such notice, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a jointly retain an accounting firm that is nationally recognized independent accounting firm mutually acceptable in the United States (the “Accounting Referee”) to Purchaser and Seller. The determine whether the 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 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 relevant portion of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees Purchase Price under sections 755 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 Sellers and Buyer agree that the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser Base Purchase Price and any liabilities properly treated as consideration for U.S. federal income Tax purposes 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 Assets for U.S. federal and applicable state income Tax purposes of in accordance with Section 1060 of the Code, and to jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060) consistent with such allocation, which shall be revised to take into account subsequent adjustments to the Base Purchase Price, including any adjustments pursuant to Section 2.5. IfSellers and Buyer shall not take any position inconsistent with such allocation upon examination of any Tax Return, in any refund claim, in any litigation, investigation or otherwise, unless required to do so by applicable Law after notice to and discussions with the other Party, or with such other Party’s prior consent; provided, however, that nothing herein shall prevent a Party from settling any proposed deficiency or adjustment by any Governmental Authority based on the allocation agreed to by the Parties pursuant to this Section 2.7, and no Party will be required to litigate any proposed adjustment by any Governmental Authority challenging such allocation. Buyer shall prepare a draft of the Form 8594 and provide such draft to Sellers at least sixty (60) days prior to the Form 8594 filing due date so that Sellers may review and comment prior to the Parties’ filing of the Form 8594. Sellers shall deliver any written comments to Buyer within thirty fifteen (3015) calendar days of the receipt of the Draft Allocation StatementForm 8594 from Buyer, Seller Buyer and Sellers 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 work in good faith to resolve any disputed itemsdisagreements to the Form 8594. If, To the extent Buyer and Sellers are unable to resolve their disagreements within ninety thirty (9030) calendar days after the final determination Buyer’s delivery of the Adjusted Payment Amount in accordance with draft Form 8594, the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation draft Form 8594 shall be resolved by a nationally recognized independent accounting firm mutually acceptable submitted to Purchaser and Sellerthe Referral Firm for resolution. The allocation fees 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”), Referral Firm 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 borne one-half (50%) of the fees by Buyer and expenses of such accounting firmone-half by Sellers. (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 ninety (6090) 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 shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the proposed allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement (the “Total Consideration”) among the Acquired Assets (the “Proposed Allocation”) for purposes of Section 1060 of the Code. IfSeller agrees that, within thirty (30) calendar days of the following receipt of the Draft such Proposed Allocation Statement, Seller shall not have objected either approve such Proposed Allocation, or shall object in writing delivered to such draft, Purchaser specifying the Draft Allocation Statement shall become objections to the Final Allocation Statement, as defined belowProposed Allocation. If Seller objects the parties cannot reach agreement as to the Draft Allocation Statement allocation of the Total Consideration, then either Purchaser or Seller may submit such dispute for resolution to the Independent Accounting Firm under procedures substantially the same as those provided for under Section 2.5(c) for resolving disputed items or amounts in writing the determination of Closing Net Asset Value. The Independent Accounting Firm will determine only those issues in dispute regarding the allocation of the Total Consideration. The Independent Accounting Firm’s determination will be made within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any 30 days after submission of the disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures or as soon thereafter as possible, and will be set forth in Section 3.3, Purchaser a written statement delivered to Seller 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 SellerPurchaser. The allocation of the total considerationTotal Consideration among the Acquired Assets, as agreed upon finalized by the Independent Accounting Firm if necessary, shall be deemed final and conclusive and shall be binding on 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 for all purposes under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the partiesAgreement. Each of Purchaser and Seller shall bear agree to file all fees federal and costs incurred by it in connection with the determination of the allocation of the total considerationstate Tax Returns and other Tax information returns and reports (including, 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 Codewithout limitation, IRS Form 8594) in accordance with such allocation, as finalized by the allocation specified in the Final Allocation Statement. Each of Purchaser Independent Accounting Firm if necessary, and Seller agrees not to timely filetake, or cause to be timely filedtaken, IRS Form 8594 (or any comparable form under state or local Tax law) and any action that would be inconsistent with such allocation, except as required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to by a “determination” under as defined in Section 1313 1313(a) of the Code (Code, or any comparable similar provision of state applicable state, local or local foreign 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 purchase price pursuant to Section 3.3 2.5 shall be allocated among the Acquired 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 On or before the final determination Final Settlement Date, the parties shall mutually agree on an allocation of the Adjusted Payment Amount aggregate of the Purchase Price and the Assumed Liabilities among the Transferred Assets and the GMBH Share in accordance with applicable tax laws (the procedures set forth in Section 3.3"Tax Laws"); provided however, that for the avoidance of doubt, it is hereby agreed that eight hundred and ninety four thousand pounds sterling ((Pound Sterling) 894,000) of the Purchase Price shall be allocated to the repayment by Aris of the intercompany loan between Aris and Aris Corporation (the "Intercompany Loan Allocation") and that one million, four hundred and twenty two thousand four hundred and fifty pounds sterling ((Pound Sterling) 1,422,450) of the Purchase Price shall be allocated to the payment of trade creditors of Aris (the "Trade Creditors Allocation"); and further provided however, that prior to the Final Settlement Date the Purchaser shall prepare have the right to object to any allocation which would have a disadvantageous tax or accounting effect on the Purchaser. All such mutually agreed-to allocations shall be used by 13 each party in preparing any filings required pursuant to the Tax Laws and deliver all relevant income and franchise tax returns. None of the Parties will take any position before any taxing authority or in any judicial proceeding that is inconsistent with such mutually agreed-to Seller allocations. In such event that the Parties shall not come to a draft of a statement (the “Draft Allocation Statement”) setting forth mutual agreement relating the allocation of the total consideration paid by Purchaser Purchase Price, the Parties shall appoint both the General Managing Partner of Price Waterhouse Coopers in Israel and England (together, the "GMP") to Seller pursuant act as joint arbitrators between the Parties, or to this Agreement among assign a mutually acceptable arbitrator. The Parties shall procure that GMP (or such mutually acceptable arbitrator) uses its best endeavours to resolve the Assets for purposes of Section 1060 allocation of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected Purchase Price 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 manner which is mutually acceptable to Purchaser and Sellerall Parties. The allocation of Any decision made by the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to GMP or 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”), acting arbitrator 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 firmParties. (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. Purchaser and the Sellers agree that the Purchase Price (aincluding assumed liabilities) No later than sixty (60) calendar days after shall be allocated among the final determination assets of the Adjusted Payment Amount Company based upon the fair market values thereof 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) Within the latter of 90 calendar days after the Closing Date or determination of the receipt of Final Working Capital Amount, Parent shall cause to be delivered to Agent the Draft Allocation Statement, Seller initial asset allocation statement on Internal Revenue Service Form 8594 (or successor form) on a basis consistent with the principles set forth on Schedule 10.09 (the “Initial Allocation”). Agent shall not have objected the right to review and raise any objections with Parent in writing to such draftthe Initial Allocation within 30 calendar days after the receipt thereof. If Agent does not timely raise any objections, the Draft Initial Allocation Statement shall become the “Final Allocation StatementAllocation.” If Agent disagrees with respect to any material item in the Initial Allocation, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller Parties shall negotiate in good faith to resolve any disputed itemsthe dispute. IfIf the Parties are unable, within ninety (90) 20 calendar days after receipt by Parent of such notice of objections, to resolve the final determination of disputed items, such disputed items will be referred to the Adjusted Payment Amount Accounting Firm and, except as set forth specifically in accordance with this Section 10.09, the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation 2.04(c) shall be resolved by a nationally recognized independent accounting firm mutually acceptable followed and apply with respect to Purchaser and Sellersuch dispute mutatis mutandis. The allocation of the total considerationAccounting Firm shall, within 60 calendar days, deliver to Parent and Agent a written report setting forth its determination as agreed upon by Purchaser to such disputed items (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”only such disputed items), shall and its determinations will 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 Parties thereto for purposes of the allocation of the total considerationFinal Allocation. The Accounting Firm’s fees, except that the parties shall each pay one-half (50%) of the fees costs and expenses of such accounting firm. (b) Purchaser shall be borne equally by each Party. Parent and Seller shall the Sellers agree to report the transaction 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 herein in accordance with the Final Allocation Statement. Except as otherwise required pursuant for all Tax reporting purposes and to a “determination” under Section 1313 not take any position during the course of the Code (any audit 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 other proceeding inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect Allocation, unless required by a final non-appealable determination 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 attributableapplicable Governmental Authority.

Allocation of Purchase Price. 3.6.1. For purposes of determining Buyer’s initial tax basis in the Acquired Companies immediately following the Closing and the gain recognized by Sellers as a result of the transfer of the Acquired Companies to Buyer, the Parties agree that the amount of the Enterprise Value paid to the Sellers under Sections 3.1(iii)(d) and (ae) No later than (the “Purchase Price”) shall be allocated 2.86% to the Offshore Blockers, 37.60% to the TE Blockers and 59.54% to the Ownership Interests held by the Taxable Sellers. With respect to the portion of the Purchase Price that is allocable to the Ownership Interests held by the Taxable Sellers, Buyer will provide to the Sellers’ Representative within sixty (60) calendar days after the final determination Closing Date a schedule that sets forth Buyer’s proposed allocation of such amount for tax purposes among Holdco’s and 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 Company’s assets (the “Draft Allocation Statement”). Within thirty (30) setting forth days after the receipt of such Allocation Statement, the Sellers’ Representative will propose to Buyer any changes that it believes should be made to the Allocation Statement (and in the event no such changes are proposed in writing to Buyer within such time period, the Sellers’ Representative will be deemed to have agreed to, and accepted, the Allocation Statement). Sellers’ Representative and Buyer will make a good faith attempt to resolve any differences with respect to the Allocation Statement within fifteen (15) days after Buyer’s receipt of written notice of objection from the Sellers’ Representative. If Buyer and the Sellers’ Representative are unable to resolve their differences with respect to the Allocation Statement within such fifteen (15) day period, then any remaining disputed matters will be conclusively determined by the Arbitrator and Buyer and the Sellers’ Representative shall each be responsible for 50% of the fees paid to the Arbitrator. The decision of the Arbitrator shall be made within thirty (30) days after being engaged, or as soon thereafter as reasonably practicable, and shall be final and binding on the parties. 3.6.2. The Parties agree to report the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of Company’s assets in a manner consistent with 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 and 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 act in accordance with the procedures set forth Allocation Statement in Section 3.3the preparation and filing of all Tax Returns and in the course of any Tax audit, Purchaser and Seller fail Tax review or Tax litigation relating thereto; provided, however, that neither Sellers nor Buyer will be obligated to agree on appeal or litigate any challenge to 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 Purchase Price by Purchaser a Governmental Authority. 3.6.3. The Parties will promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 3.6 and Seller (as a result of either Seller’s failure agree to object consult and keep one another informed 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”)status of, 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 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 Assetsto, 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 Purchaser and Seller shall allocate the sum of the Purchase Price and the liabilities of the Company among the assets of the Company in the manner required by section 1060 of the Code and the Treasury Regulations thereunder. 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 use its reasonable efforts to prepare and deliver to Seller a draft of proposed IRS Form 8594 allocating all such amounts as provided herein, and a statement (the “Draft Allocation Statement”) setting forth specifying a methodology for the allocation of any adjustments to the total consideration paid by Purchaser to Seller pursuant to Purchase Price under this Agreement among (together, the Assets “Asset Acquisition Statement”). Seller shall cooperate with Purchaser and Purchaser’s representatives in connection with the preparation of such Asset Acquisition Statement, including by furnishing such information and access to books, records, personnel and properties as may be reasonably requested. Both Purchaser and Seller shall file such Asset Acquisition Statement in the manner required by Treasury Regulation section 1.1060-1(e). Such Asset Acquisition Statement shall become final and binding for purposes of this Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, 2.3 unless Seller shall not have objected objects in writing to such draft, the Draft Allocation Asset Acquisition Statement shall become the Final Allocation Statement, as defined belowwithin ten (10) days after Seller’s receipt thereof. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day periodso objects, Purchaser and Seller shall negotiate in good faith attempt to resolve the dispute within sixty (60) days of written notice to Purchaser of Seller’s objection. Seller and Purchaser agree to submit any disputed items. If, within ninety (90) calendar days after the final determination unresolved dispute to arbitration to one 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 major nationally-recognized independent certified public 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) firms (the “Final Allocation StatementReviewing Accountants”), whose decision on the matter shall be final and binding upon on the partiesparties hereto. 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 will each pay one-half (50%) of the fees and expenses of the Reviewing Accountant. Seller shall cooperate with Purchaser and Purchaser’s representatives, as well as the Reviewing Accountant, in connection with the matters contemplated by this Section 2.3, including, by furnishing such accounting firminformation and access to books, records, personnel and properties as may be reasonably requested. (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 (i) prepare and timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local file all Tax lawReturns in a manner consistent with the Asset Acquisition Statement as finalized and revised in accordance with Sections 2.3(a) and any required attachment thereto 2.3(b) and (ii) act in accordance with the Final Allocation Statement. Except Asset Acquisition Statement for all Tax purposes, in either case, 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 Statementby Law. In the event that any party hereto receives of the allocations determined pursuant to such statement are disputed by any 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 Party hereto concerning the date and subject 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 Within a reasonable period following the signing of this Agreement, but in no event less than sixty ten (6010) calendar days after prior to the final determination of Closing, the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser Buyer shall prepare and deliver to the Seller a draft of a statement schedule (an "Allocation Schedule") 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 and the Assumed Liabilities among the Assets for purposes of Assets, in such amounts reasonably determined by the Buyer to be consistent with Section 1060 of the Code. If, within thirty and the regulations thereunder (30"Section 1060"). (b) calendar The Seller shall have a period of five (5) business days after the delivery of the receipt of the Draft Allocation Statement, Seller shall not have objected Schedule to present in writing to such draft, the Draft Allocation Statement shall become Buyer notice of any objections the Final Allocation Statement, as defined below. If Seller objects may have to the Draft allocations set forth therein (an "Objections Notice"). Unless the Seller timely objects, such Allocation Statement in writing Schedule shall be binding on the parties without further adjustment, absent manifest error. (c) If the Seller shall raise any objections within such thirty (30) calendar-the five- business day period, Purchaser the Buyer and the Seller shall negotiate in good faith and use their reasonable best efforts to resolve any disputed itemssuch dispute. If, If the parties fail to agree within ninety (90) calendar fifteen days after the final determination delivery of the Adjusted Payment Amount in accordance with Objections 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 PricewaterhouseCoopers LLP, or if such firm declines to act in such capacity, by such other firm of independent nationally recognized independent accounting firm accountants chosen and mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon accepted 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 Statement”"Accounting Referee"), whose determination shall be final and binding upon on the parties. Each of Purchaser and Seller The Accounting Referee shall bear all fees and costs incurred by it in connection with resolve the determination of dispute within thirty days after the allocation of the total considerationitem has been referred to it. The costs, 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 the Seller and the Buyer. (bd) Purchaser For all Tax (as defined in Section 4.8) purposes, the Buyer and the Seller shall agree to report the transaction transactions contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance a manner consistent with the allocation specified terms of this Agreement, and that none of them will take any position inconsistent therewith 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 attributableReturn.

Allocation of Purchase Price. (a) No later than sixty (60) calendar days after The Purchase Price as finally determined shall be allocated among the final determination Seller’s tangible and intangible assets as of the Adjusted Payment Amount Closing Date in accordance with GAAP, the Code, and Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) and shall be set forth in a schedule (the “Allocation Schedule”). In the event the portion of the Purchase Price allocated to the restrictive covenants set forth in Sections 6.02 or 6.03 of this Agreement or Section 7 of the employment contracts executed and delivered by and between the individual Partners and Buyer to be effective upon the Closing is in excess of $250,000 in the aggregate, Buyer shall pay to Seller as additional Purchase Price an amount equal to (i) the excess amount of any such allocation over $250,000 multiplied by (ii) 21%. Any such amount shall be paid to Seller in accordance with the procedures set forth in terms of Section 3.3, Purchaser 2.08(h). A draft of the Allocation Schedule shall prepare be prepared by Buyer and deliver delivered to Seller a draft of a statement (within 90 days following 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 belowClosing Date. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Draft Allocation Statement in writing within such thirty (30) calendar-day periodSchedule, Purchaser Seller and Seller Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any disputed items. Ifdispute with respect to the Allocation Schedule, 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 Sellerthe Independent Accountants. 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 Independent Accountants in respect of disputes pursuant to this Section 1060 of 2.07 shall be borne by the Code) in accordance party whose position varies the most financially from the Independent Accountants’ position. ISG, Buyer, Seller and the Partners each hereby covenant and agree that they each will not take a position on any tax return, before any governmental agency charged with the allocation specified in the Final Allocation Statement. Each collection of Purchaser and Seller agrees to timely fileany tax, or cause to be timely filed, IRS Form 8594 (or in any comparable form under state or local Tax law) and judicial proceeding that is in any required attachment thereto in accordance way inconsistent with the Final Allocation Statement. Except as terms of this Section 2.07, unless otherwise required pursuant to a “determination” under within the meaning of Section 1313 1313(a) of the Code (or any comparable corresponding provision of relevant 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 date as of which the Adjusted Payment Amount Aggregate Purchase Price has been determined, Sellers shall deliver to Buyers a schedule allocating the Aggregate Purchase Price (including any Assumed Liabilities treated as consideration for the Purchased Assets for Tax purposes) (the “Allocation Schedule”). The Allocation Schedule 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 principles of Section 1060 of the Code. If, within thirty The Allocation Schedule shall be deemed final unless Buyers notify Sellers in writing that Buyers object to one or more items reflected in the Allocation Schedule no later than 5:00 p.m. New York City time on the date that is sixty (3060) calendar days after delivery of the receipt Allocation Schedule to Buyers. In the event of the Draft Allocation Statementany such objection, 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 Sellers and Seller Buyers shall negotiate in good faith to resolve such dispute; provided, however, that if Sellers and Buyers are unable to resolve any disputed items. If, dispute with respect to the Allocation Schedule within ninety ten (9010) calendar days after the final determination receipt by Sellers of Buyers’ objections, such dispute shall be resolved by the Accountant. The Accountant shall be requested by the parties to render a decision within ten (10) days after receipt of notification of the Adjusted Payment Amount dispute and such decision will be final and binding on each of the parties. The fees and expenses of the Accountant shall be borne equally by Sellers and Buyers. Sellers and Buyers agree to pay all Taxes and file all their respective federal, state and local Tax Returns in accordance with the procedures set forth Allocation Schedule as finally determined pursuant to this Section 2.08 and to take no position contrary thereto or inconsistent therewith (including in Section 3.3any audits or examinations by any taxing authority or any other proceedings), Purchaser unless, 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 then only to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined extent, required 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 (within the meaning of Section 1313 1313(a)(1) or 1313(a)(2) of the Code (or any comparable analogous provision of state or local income 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 Aggregate Purchase Price pursuant to Section 3.3 this Agreement shall be allocated among the Purchased Assets in a manner consistent with this Section 2.08 by reference to the item or items to which such adjustment is attributable.

Allocation of Purchase Price. Except as provided in Section 11.2, the parties hereto agree to allocate the Purchase Price among the Shares in the manner to be mutually agreed as soon as practicable (a) No but in any event no later than sixty 180 days following the Closing Date), which allocation shall comply with applicable Laws, including the Code. Sellers and Purchaser each hereby agree that (60i) calendar at least $10 million of the Purchase Price shall be allocated to the value of HLI Mexico, of which at least $6 million shall be attributed to the value of the shares of Hayes Mexico, and (ii) such allocation shall, subject to t▇▇ ▇▇ovision of supporting appraisals, be conclusive and binding on each of them for purposes of Mexican and United States federal and, where applicable, state and local Tax Returns and that they will not voluntarily take any position inconsistent therewith. Upon the completion of such allocation, such allocation shall be appended to this Agreement as Schedule 3.6." (h) The fourth sentence of Section 7.17(e) of the Agreement is hereby amended and restated as follows: "Purchaser shall, no later than 30 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 Sellers either (A) a draft standby letter of a statement credit in form and substance reasonably satisfactory to Sellers and Purchaser which (i) may be drawn upon by Sellers in the “Draft Allocation Statement”event, but only to the extent of, Purchaser's failure to pay any amount that is otherwise due and payable by Purchaser to Sellers under this Section 7.17(e) setting forth and (ii) shall initially be in the allocation amount of $1,000,000 subject to automatic reduction, dollar for dollar, by the total consideration amounts paid by Purchaser to Seller Sellers pursuant to this Agreement among Section 7.17(e) or (B) cash collateral in the Assets for purposes amount in which a letter of Section 1060 credit would otherwise be required to be issued under clause (A) to be held by the Escrow Agent pursuant to an escrow agreement (the provisions of which economically replicate those of the Codeletter of credit described in clause (A)) (a letter of credit under clause (A) or the Escrow Agreement, fully funded, the "Standby Letter of Credit"). If, within thirty If the Purchaser has provided the Standby Letter of Credit in the form of cash collateral pursuant to clause (30B) calendar days of the receipt preceding sentence, Purchaser shall have the right any time thereafter to substitute such cash collateral with a letter of credit meeting the conditions of clause (A) of the Draft Allocation Statement, Seller preceding sentence. (i) If the Closing Date shall not have objected in writing to such draftoccurred on November 14, the Draft Allocation Statement shall become the Final Allocation Statement2005, 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%10.1(b) 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.amended and restated as follows:

Allocation of Purchase Price. The Parties agree to allocate the 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 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 determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Principal Closing Date, Purchaser Buyer shall prepare and deliver to Seller Sellers 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 CodePurchase Price Allocation. If, If within thirty (30) calendar 30 days of the after Sellers’ receipt of the Draft draft Purchase Price Allocation Statement, Seller shall Sellers have 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 objects to the Draft Allocation Statement event that Sellers object 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 and Seller shall bear all fees and costs incurred by it in connection with To the determination of extent 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 Purchase Price is adjusted pursuant to Section 1060 of 2.11, the Code) in accordance with Parties shall amend the allocation specified in the Final Purchase Price Allocation Statementto reflect such adjustments. Each of Purchaser The Parties shall file their Tax Returns (and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (8594, if applicable) on the basis of such Purchase Price Allocation, as it may be amended pursuant to this Agreement, and 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 sixty (60) calendar days after Parent, Seller Companies and Purchaser agree to allocate the final determination of aggregate Purchase Price and, to the Adjusted Payment Amount extent required, the Assumed Liabilities and relevant transaction costs, among the 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 Code. IfParent, Seller Companies and Purchaser agree that Purchaser shall prepare and provide to a draft allocation of the of the purchase price among the Acquired Assets within five (5) days before the Closing Date, which shall be mutually agreed to by Purchaser, Parent and Seller Companies in good faith within ninety (90) days after the Closing Date. Parent or Seller Companies shall notify Purchaser within thirty (30) calendar days of the receipt of the Draft Allocation Statementsuch draft allocation of any objection Parent or Seller Companies may have thereto. Parent, 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, Companies and Purchaser and Seller shall negotiate in good faith agree to resolve any disputed itemsdisagreement with respect to such allocation in good faith. IfParent, within ninety Seller Companies and Purchaser (90i) calendar days after the final determination 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 Adjusted Payment Amount in accordance with Code, and shall use the procedures set forth in Section 3.3, Purchaser and Seller fail allocation 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”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it 1.5 in connection with the determination preparation of Internal Revenue Service Form 8594 as such form relates to 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 transactions contemplated by this Agreement and (ii) shall each timely report the federal, state and local income and other Tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation, including income Tax reporting requirements imposed pursuant to the preparation and filing of Form 8594 under 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 successor form or successor provision of any future Tax law, and any comparable provision of state state, or local Tax law)) with their respective federal, neither state and local income Tax returns for the taxable year that includes the Closing Date. Neither Purchaser nor any Seller Company shall take, or shall permit its Affiliates to take, a file any Tax position which is Return inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of allocation determined pursuant to this Section 1.5 except as may be adjusted by subsequent agreement following an audit in respect of by 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 IRS or by reference to the item or items to which such adjustment is attributablecourt decision.

Allocation of Purchase Price. Within ninety (a90) No later than sixty (60) calendar days Business Days after the final determination of the Adjusted Payment Amount in accordance with Adjustment Amount, the procedures set forth in Section 3.3, Purchaser shall Buyer will prepare and deliver to Seller Sellers’ Representative a draft of a statement schedule (the “Draft Allocation StatementSchedule”) setting forth allocating the allocation Purchase Price (plus any Liabilities deemed assumed and other relevant items, in each case, treated as consideration for U.S. federal income Tax purposes) among the assets of the total consideration paid by Purchaser to Seller pursuant to this Agreement among Company, which will be prepared in accordance with the Assets for purposes of Intended Tax Treatment and Section 1060 of the CodeCode and the regulations promulgated thereunder and any similar provision of applicable Tax Law. If, within No later than thirty (30) calendar days of the following ▇▇▇▇▇▇▇’ Representative’s receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draftSchedule, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects Sellers’ Representative will deliver written comments to the Draft Allocation Statement Schedule to the Buyer (the “Allocation Schedule Comments”), and the Buyer will consider all comments reasonably requested by the Sellers’ Representative. To the extent Buyer determines in writing within such thirty good faith that it does not intend to revise the Draft Allocation Schedule to address an item set forth in the Allocation Schedule Comments, Buyer and the Sellers’ Representative will, for a period of ten (3010) calendar-day perioddays following the Sellers’ Representative’s delivery of the Allocation Schedule Comments, Purchaser and Seller shall negotiate in good faith to resolve any such disputed items. IfIf ▇▇▇▇▇ and the Sellers’ Representative are, within ninety at the end of such ten (9010) calendar days after the final determination day period, unable to resolve all of the Adjusted Payment Amount in accordance disputed items with respect to the Allocation Schedule Comments, the disputed items will be submitted to the Accounting Firm for resolution (with the procedures set forth cost of fees to be paid to the Accounting Firm to be paid in Section 3.3, Purchaser equal shares by ▇▇▇▇▇ 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 SellerSellers). The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure Accounting Firm will not be permitted to object make any other changes to the Draft Allocation Statement or Schedule other than those set forth in the Allocation Schedule Comments that are unresolved disputed items, and the Accounting Firm’s resolution of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under the unresolved disputed items will be binding on the parties. Once all disputed items, if any, are resolved, the Buyer will revise the Draft Allocation Schedule to reflect the resolved changes in accordance with this Section 3.9(a) 9.2 (the “Final Allocation StatementSchedule”), 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 deliver it to the date and subject of such auditSellers’ Representative. Any adjustment The parties agree to update the Allocation Schedule from time-to-time to the extent that there are any adjustments made to the Purchase Price pursuant to the provision of this Agreement; provided, that any such updates to the Allocation Schedule will be made on a basis consistent with that utilized in determining the Allocation Schedule, as finalize pursuant to this Section 3.3 9.2. Except to the extent required by a final “determination” within the meaning of 1313(a) of the Code, the parties hereto will (i) file all Tax Returns in a manner consistent with such Allocation Schedule (as adjusted as necessary to reflect adjustments to the Purchase Price) and (ii) not take any position in any Action relating to Taxes that is inconsistent with such Allocation Schedule. Notwithstanding anything in this Section 9.2 to the contrary, the Draft Allocation Schedule, the Allocation Schedule and any adjustments thereto as contemplated herein shall be allocated among consistent with the Assets by reference principles set forth on Schedule 9.2 (the “Allocation Methodology”). Buyer and Sellers’ Representative shall mutually agree on the Allocation Methodology and attach such Allocation Methodology as Schedule 9.2 to this Agreement as soon as reasonably practicable following the date hereof, but in any event prior to the item or items to which such adjustment is attributableClosing.

Allocation of Purchase Price. (a) No later than sixty Within two (602) calendar days after months following the final determination delivery of the Adjusted Payment Amount a draft Pre-Closing Reorganization Plan in accordance with Section 5.14, Buyer and Seller shall, in good faith, seek to mutually agree a written schedule that allocates the Transaction Consideration among the Sellers according to the relative fair market values of the Acquired Assets, the MHPS Shares and the 50% interest in the DeMag JV (the “Consideration Allocation Schedule”, which term shall include any amendments made thereto in accordance with this Agreement). In the event that the parties cannot mutually agree upon a resolution with respect to any disputed items to be included in the Consideration Allocation Schedule within two (2) months following the delivery of the draft Pre-Closing Reorganization Plan, such disagreement shall be resolved by the Accountant in the manner described in Section 2.07(b), and the Consideration Allocation Schedule shall be amended accordingly; provided, however, that any such disagreements shall be resolved no later than five (5) Business Days prior to the Closing Date. Following the Closing, amendments to the Consideration Allocation Schedule shall be governed by the following provisions: (i) Any payments made after the Closing to Buyer from Sellers or from Buyer to Sellers shall be allocated among the Sellers as follows: (A) to the extent any such payment (or portion thereof) relates primarily to one or more Sellers (or to assets or one or more Subsidiaries sold by one or more Sellers), such payment (or portion thereof) shall be allocated to such Seller(s) and (B) to the extent any such payment (or portion thereof) does not relate primarily to one or more Sellers (or to assets or one or more Subsidiaries sold by one or more Sellers), such payment (or portion thereof) shall be allocated among the Sellers in proportion to the allocation of the Transaction Consideration among the Sellers in the Consideration Allocation Schedule (as of immediately prior to the payment at issue). (ii) The Closing Balance Sheet and the Share Adjustment Calculation shall contain an allocation among the Sellers of any transfers to be made under Section 2.07(c) and Section 2.07(d), respectively, which allocation shall be (A) made in accordance with applicable Law and clause (i) above, and (B) subject to the same timing and dispute resolution procedures as all other aspects of the Closing Balance Sheet and the Share Adjustment Calculation, as set forth in Section 3.3, Purchaser 2.07. The Parties shall prepare and deliver to Seller a draft of a statement (amend the “Draft Consideration Allocation Statement”) setting forth Schedule following the allocation finalization of the total consideration paid by Purchaser Closing Balance Sheet and Share Adjustment Calculation to Seller reflect the allocations contained therein. (iii) The Parties shall amend the Consideration Allocation Schedule to account for any payment made pursuant to this Agreement Section 2.07(f) and Section 2.08(a), in accordance with applicable Law and clause (i) above. (iv) Any written notice delivered pursuant to Section 8.03(a) shall contain a proposed allocation among the Assets for purposes of Section 1060 Sellers of the Codeamount claimed, in accordance with applicable Law and clause (i) above. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller The 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 work together in good faith to resolve any disputed items. Ifdisputes regarding such allocation (including, within ninety (90if necessary, by submitting any such disputes to the Accountant for resolution in the manner described in Section 2.07(b)) calendar days after prior to the final determination disbursement of any payment in respect of the Adjusted Payment Amount claim, and shall amend the Consideration Allocation Schedule to reflect such allocation as agreed and/or resolved 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 firmprovision. (b) Purchaser As soon as practicable after the Closing Date, and in any event within thirty (30) days thereof, Buyer shall deliver to Seller an allocation of the purchase price (consistent with the Consideration Allocation Schedule and as determined for income tax purposes) paid to each Asset Seller and each Equity Seller that is deemed (or a parent of which is deemed with respect to such Equity Seller) for income tax purposes to sell assets (or to have its assets sold) among the assets sold by such Asset Seller or deemed sold by or with respect to such Equity Seller, in each case in accordance with applicable Law (the “Asset Allocation Schedule”, which term shall include any amendments made thereto in accordance with this Agreement, and, together with the Consideration Allocation Schedule, the “Allocation Schedules”). (c) Seller shall be deemed to have accepted and agreed to the Asset Allocation Schedule unless Seller objects by delivering, within fifteen (15) Business Days after receipt of the Asset Allocation Schedule, written notice to Buyer of such objection. Such notice shall specify in reasonable detail the items to which Seller objects and the basis for such objection. In the event that the parties cannot mutually agree upon a resolution with respect to such disputed items within fifteen (15) Business Days of Buyer's receipt of such notice, such disagreement shall be resolved by the Accountant in the manner described in Section 2.07(b), and the Asset Allocation Schedule shall be amended accordingly. Seller and Buyer shall cooperate in good faith to amend the Asset Allocation Schedule as required to reflect any subsequent amendments to the Consideration Allocation Schedule. In the event that the parties cannot mutually agree upon any such amendment, such disagreement shall be resolved by the Accountant in the manner described in Section 2.07(b) and the Asset Allocation Schedule shall be amended accordingly. (d) Buyer and Seller shall report agree to (i) be bound by the transaction contemplated by this Agreement Allocation Schedules, (including income Tax reporting requirements imposed pursuant to Section 1060 of the Codeii) act in accordance with the allocation specified Allocation Schedules in the Final Allocation Statement. Each filing of Purchaser and Seller agrees to timely fileall Tax Returns (including, or cause to be timely filedwithout limitation, IRS filing Internal Revenue Service Form 8594 (and any supplemental or any comparable form under state or local amended Form 8594) with their U.S. federal income Tax lawReturn for the taxable year that includes the Closing Date) and in the course of any required attachment Tax audit, Tax examination or Tax litigation relating thereto (and to cooperate in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 preparation of the Code (or any comparable provision of state or local lawsuch filings), neither Purchaser nor Seller shall take, or shall permit and (iii) take no position and cause its Affiliates to take, a Tax take no position which is inconsistent with the Final Allocation StatementSchedules for Tax purposes, in each case, unless otherwise required by applicable Law. In For the event avoidance of doubt, nothing in this Section 2.10(d) shall require a party to commence or otherwise engage in any party hereto receives notice of an audit in respect of litigation regarding 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 attributableAllocation Schedules.

Allocation of Purchase Price. (a) No The Purchase Price and any other consideration will be allocated among the Transferred Assets and the covenant not to compete set forth in Section 6.13 in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. The Parties agree that to the extent consistent with Section 1060 of the Code and the Treasury Regulations thereunder, the fair market value of the Transferred Assets shall be equal to the book value on the Closing Date. Purchaser will prepare and deliver, not later than sixty ten (6010) calendar days after Business Days following the final determination of Actual Net Working Capital as of the Adjusted Payment Amount Economic Effective Date in accordance with Section 3.2, a schedule allocating the procedures Purchase Price (and other relevant consideration) among the Transferred Assets. Seller will within five (5) Business Days after receipt of such allocation schedule give written notice to Purchaser of Seller’s agreement or disagreement with the allocation set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement on such schedule (the “Draft Allocation StatementNotice”) 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 periodallocation set forth on Purchaser’s schedule, then Purchaser and Seller shall negotiate reasonably and in good faith to resolve agree on a final allocation as soon as possible but in any disputed itemsevent within ten (10) Business Days following the delivery of the Allocation Notice. IfIf and to the extent that the Parties are unable to agree on an allocation after such negotiation, within ninety (90the remaining issue(s) calendar days after shall promptly be submitted to an independent accounting firm reasonably acceptable to the final Parties, the fees of such accounting firm being borne equally by the Parties, for a binding 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 final 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 None 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 Parties hereto will file 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 fileReturns, 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 refund claims that are inconsistent with the Final Allocation Statement. In the event final allocation (subject to 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 adjustments to the Purchase Price pursuant to Section 3.3 for Tax purposes), and the Parties shall be allocated among the Assets by reference to the item or items to which timely file all IRS Forms 8594 (and state, local, and foreign analogues) and any amendments thereto consistently with such adjustment is attributablefinal allocation and any adjustments thereto.

Allocation of Purchase Price. The Merger Consideration shall be ---------------------------- allocated in conformity with Section 1060 of the Code among the assets of the Company as set forth in a schedule (a) No later than sixty (60) calendar the "Allocation Schedule"). Purchaser shall ------------------- prepare a draft of the Allocation Schedule and deliver it, together with supporting schedules and information, to Seller within 90 days after the final determination Closing Date. The Allocation Schedule shall be subject to the approval of Seller only with respect to the total amount of Merger Consideration allocable to the assets of the Adjusted Payment Amount Company and the amount of Merger Consideration allocated to the stock of Western Auto of Puerto Rico, Inc., and if Seller does not approve of such allocations, Seller shall deliver a written statement of its differences with Purchaser's proposed Allocation Schedule. If Seller and Purchaser cannot resolve such differences within 60 days following delivery of such Allocation Schedule, Seller and Purchaser shall agree upon an accounting firm to arbitrate such differences and determine the proper Allocation Schedule. If Seller and Purchaser cannot agree upon an accounting firm to act as arbitrator, each shall nominate an accounting firm, which shall in turn, agree upon an accounting firm to act as the arbitrator. All expenses of arbitration relating to the Allocation Schedule shall be paid one- half by the Seller and one-half by Purchaser. Each of Purchaser and Seller shall sign and timely submit all necessary forms (including IRS Form 8594) to report this transaction for federal, state and foregoing 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. 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 considerationSchedule, as agreed upon by Purchaser and Seller (as Seller, and shall not take 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 firmposition for Tax purposes inconsistent therewith. (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 an 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. (a) No later than sixty (60) calendar days after The Parties will file all Tax Returns consistently with the final determination allocation of the Adjusted Payment Amount Purchase Price determined in accordance with this Section 3.5. The allocation of the procedures set forth Purchase Price (including any portion of the Assumed Liabilities, if applicable) will be negotiated by the Parties in Section 3.3accordance with Applicable Tax Law (as defined below), it being agreed that for tax purposes no part of the Purchase Price shall be allocable to the assets of the Qualified Decommissioning Fund. Purchaser shall prepare propose and deliver to Seller a draft of a statement (preliminary allocation among the “Draft Allocation Statement”) setting forth the allocation Assets of the total Purchase Price and such other consideration to be paid by Purchaser to Seller pursuant to this Agreement among (an "ALLOCATION") sufficiently far in advance of the Assets for purposes of Closing to allow the Final Pre-Closing Allocation referred to below to be determined prior to the Closing. The Allocation shall be consistent with Code Section 1060 of and the Coderegulations thereunder and in a manner which facilitates Property Tax reporting ("APPLICABLE TAX LAW") and shall separately allocate Assets in the Facilities Switchyard. If, Seller shall 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 thereafter propose any changes to the Draft Allocation Statement in writing within such Allocation. Within thirty (30) calendar-day perioddays following delivery of such proposed changes, Purchaser shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Purchaser and Seller shall negotiate in good faith are unable to resolve any disputed itemsobjections within ten (10) days thereafter, such objections shall be referred to the Independent Accounting Firm, which shall determine the Allocation (including any valuations). If, within ninety (90) calendar days after the final The Independent Accounting Firm shall be instructed to deliver to Purchaser and Seller a written determination of the Adjusted Payment Amount in accordance with proper allocation of such disputed items within twenty (20) Business Days from the procedures set forth in Section 3.3date of engagement. Such determination shall be final, Purchaser conclusive and Seller fail to agree on such binding upon the Parties for all purposes, and the Allocation shall be so adjusted (the allocation, including the adjustment, if any, to be referred to as the "FINAL PRE-CLOSING ALLOCATION"). Within thirty (30) days of the determination of the Post-Closing Adjustment, the Parties shall agree to the adjustments to the Final Pre-Closing Allocation ("FINAL ALLOCATION"). The fees and disbursements of the Independent Accounting Firm attributable to any disputed aspects of such allocation Allocation shall be resolved shared equally 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 (agree to timely file Internal Revenue Service Form 8594, and all Tax Returns, in accordance with such Allocation or Final Allocation, as a result of either Seller’s failure the case may be, and 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 transactions contemplated by this Agreement (including income for Federal Income Tax reporting requirements imposed pursuant to Section 1060 of the Code) and all other tax purposes in accordance a manner consistent with the allocation specified in Allocation or Final Allocation, as the Final Allocation Statementcase may be. Each of Purchaser and Seller agrees agree to timely filepromptly provide the other Parties with any additional information and reasonable assistance required to complete Form 8594, or cause to be timely filed, IRS Form 8594 compute Taxes arising in connection with (or any comparable form under state or local Tax lawotherwise affected by) 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 attributabletransactions contemplated hereunder.

Allocation of Purchase Price. The purchase price for the Shares ---------------------------- (aincluding assumed liabilities of Atlantic New York) No later than sixty (60) calendar shall be allocated among the assets of Atlantic New York in accordance with Schedule 1.9 which shall be ------------ prepared by Seller and delivered to Purchaser within 60 days after the final determination Closing Date. Seller shall prepare for Purchaser's review a schedule setting forth (i) the modified aggregate deemed sales price (the "MADSP") at which the Company is deemed to have sold its assets for tax purposes as a result of the Adjusted Payment Amount Section 338(h)(10 Election, (ii) the adjusted grossed-up basis (the "AGUB") at which the Company is deemed to have purchased its assets for tax purposes as a result of such election, and (iii) the allocations of MADSP and AGUB among the assets of the Company (collectively, the "Proposed Initial Allocation"). The Proposed Initial Allocation shall be determined in accordance with Section 338 of the procedures Code and the applicable regulations thereunder, in a manner consistent with the allocation set forth in Section 3.3, on Schedule 1.9 hereto. Unless Purchaser shall prepare and deliver have ------------ objected in writing to the Proposed Initial Allocation within 30 days of the receipt thereof, Seller a draft of will be deemed to have agreed to the Proposed Initial Allocation, which shall become the Initial Allocation. The Initial Allocation shall be set forth on a statement (the “Draft "Initial Allocation Statement”") setting forth signed by the president or any vice president of Seller. If any increase or decrease in MADSP and/or AGUB occurs, the amount of such increase or decrease and the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement thereof among the Assets for purposes assets of Section 1060 of Atlantic New York (collectively, the Code. If, within thirty "Adjustment Allocation") shall be set forth on a statement (30) calendar days of the receipt of the Draft "Adjustment Allocation Statement") prepared by Seller and delivered to Purchaser in accordance with Treas. Reg. (S)_1.338(b)-3(d) or Treas. Reg. (S)_1.338(b)-3(e), Seller shall not have objected in writing to such draft, the Draft whichever is applicable. The Adjustment Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects be subject to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, consent of Purchaser. Purchaser and Seller shall negotiate in good faith to resolve any disputed items. Ifwill, 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 Sellermaximum extent permitted under applicable law, (i) 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 all Tax law) Returns in a manner consistent with the Initial Allocation 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 Adjustment Allocations and (or ii) 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 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) calendar days after three Business Days prior to the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3Closing Date, Purchaser shall Seller Parent will prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation Purchaser an estimate of the total consideration amount of Transfer Taxes to be paid by Purchaser pursuant to Section 7.5. (b) Purchaser shall, as soon as practicable after the determination of the Final Closing Statement pursuant to Section 2.11, deliver to Seller pursuant to this Agreement Parent a proposed allocation that provides the manner in which the sum of the portion of the Final Purchase Price and the applicable Assumed Liabilities of the Seller that are assumed by Purchaser (or its applicable Affiliate) shall be allocated among the Assets for purposes of Sold Securities and Transferred Assets, which allocation shall be made in accordance with Section 1060 of the CodeCode and the applicable Treasury Regulations and, to the extent not inconsistent therewith, any other applicable Tax Law (“Proposed Allocation”). If, Seller Parent shall respond within thirty (30) calendar days 15 Business Days of the receipt of the Draft Proposed 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 by providing either (30i) 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 its acceptance of the Adjusted Payment Amount Proposed Allocation or (ii) any reasonable objections, in accordance with the procedures set forth writing, in Section 3.3, Purchaser and which case Seller fail to agree on such allocation, any disputed aspects of such allocation Parent 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 also provide its determination of the allocation of the total considerationpurchase price, except along with backup calculations and supporting documents. Seller Parent and Purchaser shall use commercially reasonable efforts to resolve any differences between them for ten days. In the event that an agreement cannot be reached, any dispute shall be resolved in a manner similar to the parties procedures for the purchase price adjustment dispute as described in Section 2.11(b). The allocation pursuant to this Section 2.12(b) as finally determined pursuant to these provisions shall each pay one-half be referred to as the “Final Allocation”. (50%c) The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (unless required by a final determination within the meaning of 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 Tax non-U.S. law) and on any required attachment thereto Tax Return or in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (any Tax audit or examination before 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 Governmental Entity that is in any way 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 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 3.3Adjustment 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 Acquired 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 SellerPurchaser’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) 3.9, (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 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 attributableLaw.

Allocation of Purchase Price. (a) No later than Within sixty (60) calendar days after the final determination of the Adjusted Payment Final Initial Closing Date Net Worth Amount in accordance with the procedures set forth in is finally determined pursuant to Section 3.3, Purchaser Buyer shall prepare provide Seller with a schedule containing an allocation, subject to adjustment pursuant to the penultimate sentence of this Section 3.8(a) and deliver to Seller a draft Section 3.8(b), of a statement each of (i) the “Draft Allocation Statement”) setting forth the allocation sum of the total consideration paid by Purchaser to Seller Initial Purchase Price, as adjusted pursuant to this Agreement Section 3.2 and Section 3.3, and the Assumed Liabilities among the Purchased Assets for purposes and the Sub Shares, and (ii) such portion thereof as Buyer has allocated to the Purchased Assets among the Purchased Assets. Such allocation schedule shall be deemed to be accepted by Seller, and shall be final and binding on Seller and Buyer, unless Seller provides written notice to Buyer of Section 1060 of the Code. If, any reasonable objections thereto within thirty five (305) calendar business days of the after 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 belowallocation schedule. If Seller objects to the Draft Allocation Statement in writing within timely provides such thirty (30) calendar-day periodwritten notice, Purchaser Seller and Seller Buyer 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 Seller's objections and Seller fail to agree on such allocationa mutually acceptable allocation schedule. If Seller and Buyer are able to agree on a mutually acceptable allocation schedule within (10) days after Buyer's receipt of Seller's written notice of objection, any disputed aspects of then 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”), schedule shall be final and binding upon on Seller and Buyer. If Seller and Buyer are unable to agree to a mutually acceptable allocation schedule within such period, then they shall engage the partiesIndependent Accountant to determine the allocation schedule. Each of Purchaser and Seller shall bear all The fees and costs incurred expenses of the Independent Accountant relating to such determination shall be borne and paid 50%/50% by it in connection with the each of Seller and Buyer. The Independent Accountant's determination of an allocation schedule shall be final and binding on Seller and Buyer. Any Earnout Purchase Price determined pursuant to Section 3.6 shall be allocated among the Purchased Assets and the Sub Shares in the same proportion as provided in the allocation schedule that is final and binding on Seller and Buyer pursuant to this Section 3.8(a), and any amount so allocated to the Purchased Assets shall be allocated among the Purchased Assets in accordance with procedures similar to those described above relating to the allocation of the total considerationInitial Purchase Price, except that as adjusted pursuant to Section 3.2 and Section 3.3, and the parties shall each pay one-half (50%) of the fees and expenses of such accounting firmAssumed Liabilities. (b) Purchaser and Seller shall report Within forty-five (45) days after the transaction contemplated by this Agreement (including income Tax reporting requirements imposed Final Subsequent Closing Date Net Worth Amount is finally determined pursuant to Section 3.5, Buyer shall provide Seller with a schedule containing an allocation, determined in Buyer's sole and reasonable discretion, of (i) the Subsequent Purchase Price among the Purchased Assets and the Sub Shares and (ii) such portion of the Subsequent Purchase Price as Buyer has allocated to the Purchased Assets, if any, among the Purchased Assets. Such allocation shall be final and binding on the parties. (c) The allocations provided for in this Section 3.8 shall be prepared in accordance with Section 1060 of the Code) in accordance with , and each party shall report the allocation specified in Tax consequences of the Final Allocation Statement. Each purchase and sale contemplated hereby (including the filing 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 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 Purchased Assets) in a manner consistent with such allocations. Buyer and Seller agree to file their Tax Returns and IRS Form 8594 consistent with such allocations. If any such Tax Return filed by Buyer, Seller, EEMS or SM-India is challenged by a Tax authority the filing party shall assert in good faith the validity and correctness of such allocation of the consideration paid for the Assets, and such party shall immediately notify not agree to any adjustment to such allocations without obtaining the prior written consent of the other party in writing (which consent shall not be unreasonably withheld or delayed). If any such Tax Return is challenged as to herein described, the date party filing such Tax Return shall keep the other party apprised of its decisions and subject the current status and progress of all administrative and judicial proceedings, if any, that are undertaken at the election 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 attributableparty with respect thereto.