Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within Within 60 days following the completion determination of the Closing Valuation Date Balance SheetWorking Capital pursuant to Section 3.3, Buyer shall deliver provide to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the final Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the CompanyPurchased Assets. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and Code. If Seller does not provide notice of disagreement to Buyer within 30 days of receiving the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be binding as the final and bindingAllocation Schedule (the Allocation Schedule, as finalized pursuant to this Section 3.7, the “Final Allocation Schedule”). If, If Seller provides notice of disagreement to Buyer within such ten (10)-day 30-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to discuss in good faith Seller’s disagreement and, if Seller and Buyer resolve such disagreementdisagreement within 30 days (or longer prior as agreed between the parties) of Seller receiving the Allocation Schedule, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule shall be revised to reflect such resolution, which resolution and as so revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The parties agree (and agree to cause each of their respective Affiliates) to utilize the allocation set forth in any Final Allocation Schedule shall be amended for all Tax purposes, including the filing of all Tax Returns and in the course of all Tax-related proceedings, unless otherwise required by Buyer and Seller upon any adjustment to the Purchase Price applicable Requirements of Law pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), a final determination in connection therewith. If Seller and Buyer are unable to resolve such disagreementdisagreements within such 30 days (or longer period as agreed between the parties), then each of Seller and Buyer shall be entitled to determine and allocate the final Purchase Price among the assets of Purchased Assets in the Company in any manner it so determines in its sole discretion discretion, and neither party shall have any obligation or liability to the other with respect to any such allocationallocations.

Allocation of Purchase Price. (a) For federal Seller Parent and applicable stateBuyer Parent agree that the Purchase Price and the Assumed Liabilities (plus other relevant items, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company determined in accordance with Revenue Ruling 99Section 1060 of the Code) shall be allocated among the Purchased Assets and the non-6competition agreement under Section 6.07 for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”), 1999-1 C.B. 432 (Situation 2) and which allocation shall file all Tax Returns consistently with such treatment. In be made in accordance with such tax treatment, Section 1060 of the Code. A draft of the Allocation Schedule shall be prepared by Buyer Parent and delivered to Seller Parent within 60 days following the completion of Closing Date. If Seller Parent notifies Buyer Parent in writing that Seller Parent objects to one or more items reflected in the Allocation Schedule, Seller Parent and Buyer Parent shall negotiate in good faith to resolve such dispute; provided, however, that if Seller Parent and Buyer Parent are unable to resolve any dispute with respect to the Allocation Schedule within 60 days following the Closing Date Balance SheetDate, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose such dispute shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of resolved by the Code) among the assets of the CompanyIndependent Accountants. The Preliminary Allocation Schedule Independent Account’s review shall be reasonable and shall be prepared in accordance limited to whether a disputed item is materially inconsistent with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule and shall be final and bindingbinding on all parties. If, within The fees and expenses of such ten (10)-day period, the accounting firm shall be borne equally by Seller so notifies Buyer, Seller Parent and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and bindingParent. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer Parent and Seller agrees that neither it nor any of its Affiliates Parent shall file any federal, state, local and foreign all Tax Returns (including amended returns and claims for refund) and information reports in a manner that is inconsistent consistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment Any adjustments to the Purchase Price pursuant to Section 3.32.06, Section 8.06 or otherwise under this Agreement shall be allocated in a manner consistent with the Allocation Schedule. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller If and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other extent that any amounts are paid to the Seller Parent with respect to the Escrow Amounts under Section 2.05(b), such amounts shall be treated as consideration for the Purchased Assets pursuant to the provisions of this Section 2.08 in a manner consistent with Section 1060 of the Code and the regulations promulgated thereunder. Furthermore, Buyer Parent and Seller Parent shall exchange completed and executed copies of a Supplemental Internal Revenue Service Form 8594, any such allocationrequired schedules thereto, and any similar state, local and foreign forms, not later than 30 days prior to the filing date for the supplement.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller at Closing a schedule (preliminary allocation among the “Preliminary Allocation Schedule”) allocating Auctioned Assets of the Purchase Price (which for this purpose shall be deemed amount payable by Buyer to include any liabilities properly taken into account Seller pursuant to Section 1001 3.1 hereof, and, as soon as practicable following the Closing (but in any event within 30 days following the final determination of the Code) Closing Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the amount payable by Buyer to Seller pursuant to Section 3.1 hereof, and the post-closing adjustment pursuant to Section 3.2, among the assets of Auctioned Assets (the Company"Allocation"). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance consistent with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Preliminary Code and the regulations thereunder ("Applicable Law"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation Scheduleto be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Scheduleare unable to resolve any disputed objections within 10 Business Days thereafter, the Preliminary Allocation Schedule such objections shall be final and bindingreferred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. If, within such ten (10)-day period, the Seller so notifies Buyer, The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall endeavor to resolve such disagreementbe conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if they are able any, to do so shall make such revisions be referred to as the "Final Allocation"). Fees and disbursements of the Accountants attributable to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final shared by Buyer and bindingSeller on the basis of their respective percentages of the disputed items which were allocated by the Accountants to the other Party hereunder. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall to timely file any federalInternal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner that is inconsistent consistent with the Final Allocation ScheduleAllocation. The Final Allocation Schedule shall be amended by Each of Buyer and Seller upon agrees to promptly provide the other party with any adjustment additional information and reasonable assistance required to the Purchase Price pursuant to Section 3.3. (b) Ifcomplete Form 8594, within 30 days following receipt of the Preliminary Allocation Schedule by Seller or compute Taxes arising in connection with (or such longer period as otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to timely notify the other Party and each shall timely provide the other Party with respect to any such allocationreasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

Allocation of Purchase Price. The Base Purchase Price and the Assumed Liabilities shall be allocated among the Target Shares and the Purchased Assets as set forth on Schedule 2.7 (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of “Initial Allocation”). As soon as practicable after the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion determination of the Closing Date Balance SheetWorking Capital, Buyer Closing Business Debt, Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds and Other DBFO Proceeds, Parent and Purchaser shall deliver adjust the Initial Allocation to Seller reflect these items on a schedule gross basis (as adjusted, and including any subsequent adjustments to the extent that indemnification payments are treated as purchase price adjustments, the “Preliminary Allocation ScheduleFinal Allocation”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company). The Preliminary Allocation Schedule shall be reasonable and Final Allocation, to the extent applicable, shall be prepared in accordance with Section 1060 of the Code Code. Parent and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer Purchaser shall negotiate in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor good faith to resolve such disagreement, any disputes regarding the Final Allocation. If Parent and if they Purchaser are able unable to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with agree on the Final Allocation Schedulewithin thirty (30) calendar days after the determination of the Closing Working Capital, Closing Business Debt, Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds and Other DBFO Proceeds, the parties shall submit any dispute for resolution to the Accounting Firm, which shall be directed to, within thirty (30) calendar days after such submission, determine and report to the parties upon such remaining disputes with respect to the Final Allocation, and such report shall be final, binding and conclusive on the parties hereto and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. The fees and disbursements of the Accounting Firm shall be shared equally by Parent and Sellers, on the one hand, and Purchaser, on the other hand. The Final Allocation Schedule shall be amended by Buyer binding on the parties hereto and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt none of the Preliminary Allocation Schedule by Seller (or parties shall take any position inconsistent with such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationallocation for Tax purposes.

Allocation of Purchase Price. (a) For federal and applicable stateAt least thirty (30) days prior to the Closing, local and other income Tax purposes, Buyer and the Seller shall treat provide to the sale and purchase Buyer an allocation of the Equity Interests contemplated Purchase Price as estimated by this Agreement as a purchase by Buyer of the assets of Seller among the Company Acquired Assets and the non-competition and non-solicitation provisions in accordance with Revenue Ruling 99-6Section 6.1 (such allocation, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Purchase Price Allocation”). The Preliminary Purchase Price Allocation Schedule”shall be used to make all necessary preliminary determinations for Transfer Tax purposes pursuant to Section 6.4(a). The Buyer shall have twenty (20) days after the Buyer’s receipt of the Seller’s proposed schedule setting forth the Preliminary Purchase Price Allocation in which to deliver comments to the Seller in respect of the Preliminary Purchase Price Allocation. The Buyer and the Seller agree to use commercially reasonable efforts to resolve in good faith any differences with respect to the Preliminary Purchase Price Allocation. (b) Not later than forty-five (45) days after the Adjustment Amount has been finally determined pursuant to Section 2.8, the Buyer shall prepare and deliver to the Seller a proposed schedule allocating the Purchase Price (among the Acquired Assets and the non-competition and non-solicitation provisions in Section 6.1, which for this purpose allocation shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared made in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten promulgated thereunder (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each Post-Closing Purchase Price Allocation”). For purposes of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federalpreparing the Post-Closing Purchase Price Allocation, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt will be calculated as the sum of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Cash Purchase Price among and the assets fair market value of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to Shares determined as of the other with respect to any such allocationClosing Date.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 on or before thirty (Situation 230) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of after the Closing Date Balance Sheet, Buyer shall deliver initially determine and send to Seller Purchaser a schedule (containing the “Preliminary Allocation Schedule”) allocating allocation of the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of and the Code) Assumed Liabilities among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Purchased Assets as is required by Section 1060 of the Code (the "Allocation Schedule"). The Allocation Schedule will be deemed to be accepted by Purchaser unless Purchaser provides a written notice of disagreement to Seller within five (5) business days after receipt of the Allocation Schedule. If Purchaser provides such written notice, Seller and the Treasury Regulations thereunderPurchaser shall proceed to negotiate in good faith to create a mutually acceptable Allocation Schedule. If, If no mutually acceptable Allocation Schedule is created within ten (10) business days following of Seller's receipt of the Preliminary Allocation Schedulewritten notice of disagreement, then an independent accountant mutually satisfactory to the Seller does not notify Buyer in writing of its disagreement with and Purchaser (the Preliminary Allocation Schedule, the Preliminary Allocation Schedule "Independent Accountant') shall be final and binding. If, within such ten (10)-day period, engaged to determine the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final fees for such determination shall be borne by Purchaser, unless the Independent Accountant disagrees materially with the Allocation Schedule originally submitted by Seller, in which case such fees shall be amended borne by Buyer Seller. Such determination by the Independent Accountant, or the original Allocation Schedule if not objected to by the Purchaser, shall be binding and Seller upon any adjustment conclusive to all parties to the Agreement and all parties shall file all relevant tax returns consistent with such final determination, unless otherwise required by applicable law; provided, however, that if the Purchase Price pursuant to or the Assumed Liabilities are adjusted in accordance with Section 3.3. (b) If2.3 of this Agreement, within 30 days following receipt the Allocation Schedule otherwise determined shall be adjusted accordingly, as required by Section 1060 of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationCode.

Allocation of Purchase Price. Within sixty (a60) For federal and applicable statedays after the date as of which the Final CIT Bank Purchase Price has been determined, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller Buyers a schedule allocating the Final CIT Bank Purchase Price (including any CIT Bank Assumed Liabilities treated as consideration for the CIT Bank Purchased Assets for Tax purposes) (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with the principles of Section 1060 of the Code Code. The Allocation Schedule shall be deemed final unless Buyers notify Seller 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 (60) days after delivery of the Allocation Schedule to Buyers. In the event of any such objection, Seller and Buyers shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyers are unable to resolve any dispute with respect to the Treasury Regulations thereunder. If, Allocation Schedule within ten (10) days following after the receipt by Seller 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 Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall dispute and such decision will be final and bindingbinding on each of the parties. If, within such ten (10)-day period, The fees and expenses of the Seller so notifies Buyer, Accountant shall be borne equally by Seller and Buyer shall endeavor Buyers. Seller and Buyers agree to resolve such disagreementpay all Taxes and file all their respective federal, state and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding local Tax Returns in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended as finally determined pursuant to this Section 2.08 and to take no position contrary thereto or inconsistent therewith (including in any audits or examinations by Buyer any taxing authority or any other proceedings), unless, and Seller upon any then only to the extent, required by a “determination” (within the meaning of Section 1313(a)(1) or 1313(a)(2) of the Code or analogous provision of state or local income tax law). Any adjustment to the Final CIT Bank Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer CIT Group Agreement shall be entitled to allocate the Purchase Price allocated among the assets of the Company CIT Bank Purchased Assets in any a manner it so determines in its sole discretion and neither shall have any obligation or liability consistent with this Section 2.08 by reference to the other with respect item or items to any which such allocationadjustment is attributable.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within Within 60 days following the completion of after the Closing Date Balance SheetDate, Buyer Purchaser shall deliver to Seller Sellers a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) and Assumed Obligations among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Transferred Assets in accordance with Section section 1060 of the Code and the Treasury Regulations thereunderregulations thereunder (the “Allocation Schedule”). If, within ten (10) The Allocation Schedule shall include a breakdown by Governmental Authority and shall in all other material respects contain sufficient detail to enable Purchaser and Sellers to determine Taxes applicable to the transactions contemplated by this Agreement. Sellers have 30 days following from the date of receipt of the Preliminary Allocation Schedule to notify Purchaser in writing that Sellers dispute one or more items reflected on the Allocation Schedule as having no reasonable basis for the allocation set forth in the Allocation Schedule, which notice shall include a detailed explanation of the Seller does basis for the dispute. If Sellers do not notify Buyer provide such notice to Purchaser, Sellers shall be deemed to have accepted the Allocation Schedule as submitted by Purchaser. If Sellers do provide such notice, Sellers and Purchaser shall negotiate in writing good faith to resolve such dispute. If Sellers and Purchaser fail to resolve any such dispute within 30 days of its disagreement with the Preliminary Allocation SchedulePurchaser’s receipt of Sellers’ notice, the Preliminary Allocation Schedule Arbitrating Accounting Firm shall be engaged for resolution of the dispute with respect to the allocation of the Purchase Price and Assumed Obligations to the extent such allocation is in dispute. The determination of the Arbitrating Accounting Firm shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and bindingbinding on all parties. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor parties agree not to take any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is position inconsistent with the Final Allocation ScheduleSchedule for Tax reporting purposes. The Final Allocation Schedule fees and expenses of the Arbitrating Accounting Firm in connection with the resolution of any dispute shall be amended paid equally by Buyer Purchaser and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3Sellers. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. (a) For federal and applicable stateSeller, local and other income Tax purposesusing the Allocated Values determined under Section 3.2 to the extent applicable, Buyer and Seller shall treat the sale and purchase prepare an allocation of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller Adjusted Purchase Price on a schedule (the “Preliminary Proposed Section 1060 Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable purposes of, and shall be prepared in accordance with with, Section 1060 of the Code and the Treasury Regulations thereunder. If, regulations promulgated thereunder within ten (10) 30 days following receipt the final determination of the Preliminary Allocation Schedule, the Adjusted Purchase Price under Section 8.4(b). Purchaser shall notify Seller does not notify Buyer in writing of its disagreement with any objections to the Preliminary Proposed Section 1060 Allocation Schedule within 15 days of receipt thereof and if, within 30 days after delivery of notice of such objection, Purchaser and Seller cannot agree to a final allocation schedule to be used for income Tax reporting purposes, Purchaser and Seller shall submit the disputed matters to binding arbitration pursuant to Section 12.2 to finally determine the proper allocation of the Adjusted Purchase Price for purposes of Section 1060 of the Code, and shall request that the arbitrator issue a final allocation schedule (the “Final Section 1060 Allocation Schedule, ”) within 30 days of the Preliminary submission of the dispute. Seller and Purchaser agree that the allocation of the Adjusted Purchase Price as set forth on the Final Section 1060 Allocation Schedule shall be final used by Seller and bindingPurchaser as the basis for reporting asset values and other items for purposes of all federal, state and local Tax Returns, including without limitation Internal Revenue Service Form 8594. IfSeller and Purchaser further agree that each will take no position inconsistent with such allocations on any applicable Tax Return, within such ten (10)-day periodin any audit or proceeding before any Governmental Body related to Taxes, in any report made for Tax, financial accounting or any other purpose, or otherwise. In the event that the allocation described herein is disputed by any Governmental Body, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt Party receiving notice of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer dispute shall be entitled to allocate promptly notify the Purchase Price among the assets other Party concerning resolution of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationdispute.

Allocation of Purchase Price. (a) For federal and The Purchase Price plus the Assumed Liabilities (to the extent treated as consideration paid by Buyer for applicable state, local and other income Tax purposes, Buyer and Seller ) shall treat be allocated among the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such Purchased Assets for tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule reporting purposes (the “Preliminary Allocation SchedulePurchase Price Allocation”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunderthereunder and in the form attached as Schedule 1.8 attached hereto. If, within ten Within sixty (1060) days following receipt of after the Preliminary Agreement Date Seller shall prepare and deliver a draft Purchase Price Allocation Scheduleto Buyer. Thereafter, Buyer may either: (i) agree with and accept the Seller does not notify Buyer in writing of its disagreement with the Preliminary Purchase Price Allocation Schedule, the Preliminary Allocation Schedule (which upon such acceptance shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of ”) or (ii) in good faith suggest changes to the Purchase Price Allocation and attempt to agree with Seller. If Buyer and Seller agrees that neither it nor resolve their differences, the Purchase Price Allocation, as amended to reflect any of its Affiliates changes agreed upon by ▇▇▇▇▇ and Seller, shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with become the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to If the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer parties are unable to resolve such disagreementreach mutual agreement prior to the Closing Date, then each of Seller and Buyer the parties shall be entitled to allocate the Purchase Price among and any Assumed Liabilities (to the assets extent treated as consideration paid by Buyer for applicable Tax purposes) to the Purchased Assets in such manner as each independently determines is reasonable, and there shall be no Final Allocation Schedule. (b) If a Final Allocation Schedule has been agreed, and any indemnification payment is paid pursuant to the provisions of this Agreement, then Buyer shall adjust the Final Allocation Schedule to reflect such payment in accordance with the nature of each such payment and in a manner consistent with Section 1060 of the Company in any manner it Code and the regulations thereunder and shall deliver the Final Allocation Schedule as so determines in its sole discretion and neither shall have any obligation or liability revised to Seller. Any adjustment(s) to the other with respect Final Allocation Schedule shall be final unless Seller objects in writing within 30 days of the delivery of the notification of any adjustment(s) to the Purchase Price Allocation. In the event of an objection, Buyer and Seller shall work cooperatively to reach mutual agreement on any such allocation.adjustment(s)

Allocation of Purchase Price. (a) For federal The Closing Purchase Price, as adjusted pursuant to any other provision of this Agreement, shall be allocated as among the Equity Interests, the Transferred IP and, to the extent applicable, the Transferred Contract and applicable statethe Ancillary Agreements. As soon as reasonably practicable after the date hereof, local Buyer shall provide Seller with a draft of such allocation (the “Draft Closing Purchase Price Allocation”), and other income Tax purposes, Buyer and Seller shall treat the sale and purchase cooperate in good faith to agree upon a final version of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule allocation (the “Preliminary Allocation ScheduleClosing Purchase Price Allocation”) allocating prior to the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 preparation of the Code) among the assets of the CompanyChina Equity Interests Transfer Agreement. The Preliminary Allocation Schedule shall be reasonable and China Equity Interests Transfer Agreement shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement consistently with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Closing Purchase Price pursuant to Section 3.3Allocation. (b) If, within 30 days following receipt The Other Business Assets Price shall be allocated as among the Other Business Assets. Buyer shall provide Seller with a draft of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each allocation of Seller and Buyer shall be entitled to allocate the Purchase Other Business Assets Price among the assets Other Business Assets for tax purposes (the “Draft Asset Allocation”), and Buyer and Seller shall cooperate in good faith to agree upon a final version of such allocation (the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability “Asset Allocation”). It is anticipated that a separate transfer agreement relating to the other Other Business Assets shall be prepared consistently with the Asset Allocation for purposes of filing with applicable Governmental Authorities. (c) Buyer, Seller, the Asset Selling Entities and their Affiliates shall file all Tax Returns, reports and filings with respect to the transactions contemplated by this Agreement consistently with the Closing Purchase Price Allocation and the Asset Allocation. The Closing Purchase Price Allocation and the Asset Allocation will be adjusted as agreed by Buyer and Seller to reflect any such allocationpayments treated as purchase price adjustments.

Allocation of Purchase Price. (a) For federal The Seller and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver use their reasonable best efforts to Seller a schedule (the “Preliminary Allocation Schedule”) allocating agree upon an allocation of the Purchase Price and other relevant items (which the "Purchase Price Allocation") for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federalFederal, state, local and foreign Tax Returns in tax purposes on or prior to the Closing, which allocation shall be annexed as Schedule 2.5 of this Agreement at the Closing. Promptly, after the date hereof, the Seller shall deliver to the Buyer a manner that is proposed allocation of the Purchase Price and other relevant items for the Buyer's review and approval, and the Buyer shall promptly review and approve or disapprove of such allocation. If the Buyer disapproves of the proposed allocation, then the Buyer shall promptly deliver to the Seller a written adjustment to the Seller's proposed allocation. The Seller and the Buyer shall use their reasonable best efforts to agree upon any adjustments to the Purchase Price Allocation. If the Buyer and the Seller agree upon an allocation pursuant to this Section 2.5, neither the Buyer nor the Seller shall take any position inconsistent with such allocation, except as may be required by law, without the Final Allocation Scheduleconsent of the other Party. The Final Purchase Price Allocation Schedule determined in accordance with this Section 2.5 shall be amended by Buyer and Seller upon appropriately adjusted to reflect any subsequent adjustment to the Purchase Price pursuant based upon the particular tax asset to Section 3.3. (b) If, within 30 days following receipt of the Preliminary which such adjustment relates. Such adjusted Purchase Price Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate determined in a manner consistent with the Purchase Price among the assets of the Company procedures set forth in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationthis Section 2.5.

Allocation of Purchase Price. Within thirty (a30) For federal and applicable statedays after the Final Determination, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer Purchaser shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating Sellers the Purchaser's proposal for allocation of the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable Purchased Assets for all purposes (including financial, accounting and shall be prepared tax purposes) in accordance a manner consistent with Section 1060 of the Code and (the Treasury Regulations thereunder"Allocation Schedule"). If, In the event that the Sellers do not object to the Allocation Schedule within ten thirty (1030) days following of the Sellers' receipt of the Preliminary Allocation Schedule, then the Seller does not notify Buyer in writing of its disagreement Sellers shall be deemed to have agreed to the Allocation Schedule and the Sellers and Purchaser shall each prepare and file on a timely basis with the Preliminary Allocation Schedule, IRS an Asset Acquisition Statement (Form 8594) as required by Section 1060 of the Preliminary Code consistent with the Allocation Schedule and neither the Sellers nor the Purchaser shall be final and binding. Iftake a position on any income Tax Return, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance before any governmental agency charged with the foregoingcollection of any Tax, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor or in any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner proceeding that is in any way inconsistent with the Final Allocation Schedule. The Final In the event that Sellers do object to the Allocation Schedule the Sellers shall be amended by Buyer and Seller upon any adjustment to notify the Purchase Price pursuant to Section 3.3. Purchaser within the thirty (b30) If, within 30 days day period following the Sellers' receipt of the Preliminary Allocation Schedule of such objection and include in such notification a detailed description of the allocation which the Sellers intend to use. The Sellers shall notify the Purchaser as soon as reasonably practicable of any audit adjustment or proposed audit adjustment by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each any governmental agency charged with the collection of Seller and Buyer shall be entitled to allocate any Tax which affects the allocation of the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationPrice.

Allocation of Purchase Price. (a) For federal The Purchase Price shall be allocated between SLD and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement Special Dispatch as a purchase by Buyer of the assets of the Company set forth in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatmentExhibit I hereto. In accordance with such tax treatmentaddition, within 60 30 days following the completion of after the Closing Date Balance SheetDate, Buyer Owners shall deliver to Seller a schedule (allocating the “Preliminary Allocation Schedule”) allocating portion of the Purchase Price (which for this purpose shall be deemed payable with respect to include any liabilities properly taken into account pursuant to Section 1001 of the Code) SLD among the assets of SLD for all purposes, including Tax and financial accounting (the Company“Allocation Schedule”). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunderCode. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary The Allocation Schedule shall be deemed final unless Purchaser notifies Owners in writing that Purchaser objects to one or more items reflected in the Allocation Schedule within 30 days after delivery of the Allocation Schedule to Purchaser. In the event of any such objection, Owners and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer Purchaser shall endeavor negotiate in good faith to resolve such disagreementdispute; provided, however, that if Owners and if they Purchaser are able unable to do so shall make such revisions resolve any dispute with respect to the Preliminary Allocation Schedule within 30 days after the delivery of the Allocation Schedule to reflect Buyer, such resolution, which as revised dispute shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding resolved by an accounting firm selected in accordance with the foregoing, provisions of Section 2.5(e) (as if such matter were an Unresolved Matter). The fees and expenses of such accounting firm shall constitute be borne by the “Final Allocation Schedule.” Each of Buyer Parties in accordance with Section 2.5(f). Owners and Seller Purchaser agree to file (and Purchaser agrees that neither it nor any of its Affiliates shall file any to cause SLD to file) their respective IRS Forms 8594 and all federal, state, state and local and foreign Tax Returns in a manner that is inconsistent accordance with the Final Allocation Schedule. The Final Allocation Schedule None of the Parties shall be amended by Buyer and Seller upon any adjustment to take a position inconsistent with such allocation of the Purchase Price pursuant to Section 3.3Price. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. (a) For federal The Parties hereto agree that, for Buyer’s and applicable Seller’s respective federal, state, local and other foreign income Tax purposes, the Aggregate Purchase Price shall be allocated among the Purchased Assets as mutually agreed by Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as in a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance manner consistent with Section 1060 of the Code (such allocation as agreed by Buyer and Seller or as finally determined by the Treasury Regulations thereunderIndependent Accountant, as the case may be, the “Allocation Schedule”). If, within ten (10) Buyer shall deliver a draft of such schedule to the Seller not later than 60 days following the Closing Date. Seller shall deliver to Buyer within 30 days after receipt of such schedule any objection that Seller may have to such schedule and, in the Preliminary Allocation Scheduleabsence of the delivery of any such objection during such 30 day period, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule prepared by Buyer shall be final and bindingbinding on the Parties. If, within If Seller delivers any such ten (10)-day period, the Seller so notifies objection to Buyer, Buyer and Seller shall negotiate in good faith and Buyer shall endeavor use their reasonable best efforts to resolve any such disagreementdispute. If the Parties fail to agree within 30 days following Buyer’s receipt of such objection, and if they are able to do so then the disputed items shall make such revisions be submitted jointly by the Parties to the Preliminary Allocation Schedule to reflect such Independent Accountant for resolution, which as revised whose determination shall be final and bindingbinding on the Parties. The Preliminary Allocation ScheduleIndependent Accountant shall resolve the dispute within 30 days after the item has been referred to it. The costs, upon becoming final fees and binding in accordance with expenses of the foregoingIndependent Accountant shall be borne equally by Seller, shall constitute on the “Final Allocation Schedule.” Each of one hand, and Buyer, on the other hand. Buyer and Seller agrees that neither it nor any of its Affiliates shall each agree to file any Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns Returns, in a manner that is inconsistent accordance with the Final Allocation Schedule. Buyer and Seller each agree to provide the other promptly with any other information required to complete Form 8594. The Final Allocation Schedule shall be amended upon notice by Buyer and of any required modifications thereto reasonably determined by Buyer after reasonable consultation with Seller upon any adjustment to be necessary related to the Purchase Price pursuant to adjustments contemplated by Section 3.33.04. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer Purchaser shall deliver to Seller Seller, within thirty (30) calendar days after the Final Settlement Date, a schedule allocating the consideration paid by Purchaser among the Assets, including any intangible assets (the “Preliminary Allocation ScheduleProposed Final Allocation”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance a manner consistent with the Post-Closing Schedule and Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If, within ten The methodology for such allocation shall be set forth on Schedule 1.8. Seller shall have thirty (1030) calendar days following from receipt of the Preliminary Proposed Final Allocation Schedule, the to object in writing to such Proposed Final Allocation. If Seller does not notify Buyer object within such period the Proposed Final Allocation shall become final (the “Final Allocation”). If Seller provides written notice to Purchaser prior to the end of such period that objects to the Proposed Final Allocation, Purchaser and Seller shall negotiate in writing good faith to agree on the Final Allocation. If Purchaser and Seller do not agree on the Final Allocation within forty-five (45) calendar days of its disagreement Seller having provided written notice to Purchaser, then any dispute with respect to the Preliminary Final Allocation Schedule, the Preliminary Allocation Schedule shall be resolved by a nationally recognized accounting firm to be selected in accordance with Section 1.6(c). Any determination of such firm shall be made as soon as practicable and will be final and bindingbinding upon the parties. If, within such ten (10)-day period, The parties shall sign the Seller so notifies Buyer, Final Allocation once it has been finalized. Seller and Buyer shall endeavor Purchaser agree to resolve such disagreement(i) be bound, and if they are able cause any of their Affiliates to be bound, by the Final Allocation, (ii) prepare and file their Tax Returns on a basis consistent with the Final Allocation unless required to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolutionotherwise under Applicable Law and (iii) take no position, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor cause any of its their Affiliates shall file any federalto take no position, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Scheduleon any applicable Tax Return or in any administrative or judicial examination or other proceeding with respect to Taxes, unless required to do otherwise under Applicable Law. The In the event that the Final Allocation Schedule is disputed by any Governmental Entity, the party receiving notice of the dispute shall promptly notify the other party concerning resolution of the dispute. Each of Seller, on the one hand, and Purchaser, on the other hand, agrees to cooperate with the other in preparing Internal Revenue Service (“IRS”) Form(s) 8594 (including any such form(s) required to be amended by Buyer and Seller upon filed as a result of any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agreeconsideration paid hereunder), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to furnish the other with respect to a copy of such form(s) prepared in a draft form no later than sixty (60) calendar days before the due date for the filing of such form(s) (including any such allocationextensions).

Allocation of Purchase Price. (a) For The Purchase Price (including all other amounts treated as consideration for U.S. federal and applicable state, local and other income Tax tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and Assumed Liabilities shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule be allocated as set forth on Schedule 2.11(a) (the “Preliminary Allocation Schedule”). Within ninety (90) days following the final determination of the Purchase Price, Purchaser shall deliver to the Seller a schedule allocating the Purchase Price (which and all other amounts treated as consideration for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the CodeU.S. federal income tax purposes) among the assets of Transferred Assets (the Company“Allocation Schedule”). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, and Purchaser and the Seller does not notify Buyer shall negotiate in writing good faith to resolve disputed items, if any, in the Allocation Schedule as promptly as practicable. If Purchaser and the Seller are unable to reach agreement with respect to the Allocation Schedule within thirty (30) days after the delivery of its disagreement with the Preliminary Allocation ScheduleSchedule by Purchaser to the Seller, the Preliminary Allocation Schedule parties shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor entitled to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the use their own Purchase Price pursuant to Section 3.3allocations for Tax reporting purposes. (b) If, within 30 days following receipt of To the Preliminary extent Purchaser and the Seller agree on the Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agreepursuant to Section 2.11(a), Purchaser and the Seller shall (i) timely file all Tax Returns required to be filed in connection with the Allocation Schedule, and Buyer are unable (ii) prepare and file all Tax Returns and determine all Taxes in a manner consistent with the Allocation Schedule, except as may be required by Applicable Law and except as may be necessary to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability reflect adjustments to the Allocation Schedule resulting from post-Closing payments or events. Purchaser, on the one hand, and the Seller, on the other with respect to hand, shall notify the other if it receives notice that any such allocationGovernmental Authority proposes any allocation different from Allocation Schedule.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase Each of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller parties agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among as shown on Schedule 2.4 (the assets “Allocation Schedule”) attached hereto for all federal and state Tax reporting purposes. The Allocation Schedule shall be updated by Purchaser and delivered to Seller no later than 30 days after any post-Closing payment made pursuant to or in connection with this Agreement with such updated Allocation Schedule being consistent with the methodology set forth in the Allocation Schedule, except as otherwise agreed in writing by Purchaser and Seller. If Seller notifies Purchaser in writing within ten days of the Company date (i) Purchaser delivers the updated Allocation Schedule to Seller or (ii) Purchaser delivers the “Appraisal” referenced in Schedule 2.4 that Seller objects to (x) one or more items reflected in the updated Allocation Schedule or (ii) the reasonableness of the Appraisal and the determination of the fair market value of any manner it so determines of the Acquired Assets based on the Appraisal, as the case may be, Seller and Purchaser shall negotiate in its sole discretion good faith to resolve such dispute; provided, however, that if Seller and neither shall have Purchaser are unable to resolve any obligation or liability to the other dispute with respect to any the updated Allocation Schedule or the Appraisal or the determination of fair market value based thereon, as the case may be, within 30 days, such dispute shall be resolved by the Accounting Referee. The cost of the Accounting Referee associated with the resolution of the dispute shall be borne equally by Seller and Purchaser. Such allocation is intended to comply with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended. Seller and Purchaser shall file Form 8594 with their respective Tax Returns consistent with such allocation. The parties shall treat and report the transaction contemplated by this Agreement in all respects consistently for purposes of any federal, state or local Tax, including the calculation of gain, loss and basis with reference to the Purchase Price allocation made pursuant to this Section 2.4. The parties hereto shall not take any action or position inconsistent with the obligations set forth in this Section 2.4, except as may otherwise be required by applicable Law.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase Within 30 days after determination of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheetfinal Purchase Price pursuant to Section 2.2, Buyer shall deliver to Seller Sellers a schedule (the “Preliminary "Allocation Schedule”") allocating the Purchase Price (which including, for purposes of this purpose Section 2.5, any other consideration paid to Sellers, including the Assumed Liabilities to the extent they constitute part of the amount realized by Sellers for federal income tax purposes and excluding any amount constituting imputed interest or original issue discount for such purposes) among the Purchased Assets. Sellers shall have a period of 15 days after receipt of the Allocation Schedule to present in writing to Buyer any objections thereto, and the Allocation Schedule shall be deemed to include be acceptable to Sellers, and shall become final and binding on the parties, except to the extent that Sellers shall have presented such written objection within such time period. If Seller shall raise any liabilities properly taken into account pursuant such objection within such 15 day period, Buyer and Sellers will use their reasonable best efforts to Section 1001 resolve such objection. If a final resolution is not obtained within 10 days after Buyer has received the statement of objections, the Code) among the assets of the Company. The Preliminary Allocation Schedule dispute shall be reasonable and shall be prepared submitted to a mutually acceptable accounting firm or otherwise resolved in accordance with the procedure set forth in Section 2.2(a). This allocation is intended to comply with the requirements of Section 1060 of the Code and the Treasury Regulations regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do no party shall take any position inconsistent with this allocation for income tax purposes, except that Buyer's cost for the Purchased Assets may differ from the amount so shall make such revisions allocated to the Preliminary Allocation Schedule extent necessary to reflect such resolution, which as revised shall be final and bindingBuyer's capitalized acquisition costs other than the amount realized by Sellers. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller Sellers each agrees that neither it nor any of its Affiliates shall to file any federalInternal Revenue Service From 8594, and all applicable federal state, local and foreign Tax Returns Returns, in a manner that is inconsistent accordance with the Final final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment Sellers each agrees to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to provide the other promptly upon request with respect any other information required to any such allocationcomplete Form 8594.

Allocation of Purchase Price. Buyer shall prepare and deliver to Seller, within sixty (a60) For federal and applicable statedays of the final determination of the Closing Working Capital Amount, local and other a proposed allocation of the purchase price consideration for the Company assets deemed to have been sold by Seller to the Buyer (the “Proposed Allocation”) for income Tax purposes. Within thirty (30) days of Buyer’s delivery of the Proposed Allocation, Seller may deliver written notice (a “Protest Notice”) to Buyer of any objections, specifying any contested items and the basis therefor, which Seller may have to the Proposed Allocation. The failure of Seller to deliver such Protest Notice within the prescribed time period will constitute Seller’s acceptance of the Proposed Allocation. Upon receipt of the Proposed Allocation, the parties and their accountants will be given reasonable access to the Company’s relevant books and records, workpapers and personnel for the purpose of verifying such allocation. If Buyer and Seller shall treat are unable to resolve any disagreement with respect to the sale and purchase Proposed Allocation within fifteen (15) days following Buyer’s receipt of the Equity Interests contemplated by this Agreement as a purchase by Buyer of Protest Notice, then the assets of items in dispute shall be referred to the Company Arbitrating Accountant for final determination within forty-five (45) calendar days, at the parties’ mutual 50-50 expense. Once the allocation has been finally determined in accordance with Revenue Ruling 99-6this Section (as so determined and as may be adjusted pursuant to the preceding sentence, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation ScheduleFinal Allocation”) allocating the Purchase Price (which for this purpose ), it shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies binding on Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation ScheduleCompany.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. The parties agree that within ninety (a90) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase days of the Equity Interests contemplated by this Agreement as a purchase by Buyer final determination of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance SheetTrue Up Amount, Buyer shall deliver to Seller Sellers a schedule (the “Preliminary "Allocation Schedule”") allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Purchased Assets in accordance with Section section 1060 of the Code and the Treasury Regulations thereunder. If, methodologies set forth on Exhibit C hereto provided that such Allocation Schedule shall be subject to adjustment after the end of each taxable period during which payments are made under this Agreement to reflect the final Purchase Price and the Buyer will deliver a revised Allocation Schedule within ten thirty (1030) days following of the end of each period. If within fifteen (15) days after receipt of the Preliminary applicable Allocation Schedule, Sellers do not provide notice as set forth in the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedulefollowing sentence, the Preliminary such Allocation Schedule shall be final and bindingbinding on the parties. IfIf within fifteen (15) days after receipt of the applicable Allocation Schedule, within Sellers notify Buyer in writing that Sellers object to one or more items reflected on such ten (10)-day periodAllocation Schedule, the Seller so notifies Buyer, Seller Buyer and Buyer Sellers shall endeavor negotiate in good faith to resolve such disagreement, dispute. If Buyer and if they are able Sellers fail to do so shall make resolve any such revisions dispute within fifteen (15) days after Buyer's receipt of Sellers' notice of an objection to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary applicable Allocation Schedule, upon becoming final and binding the parties shall submit the dispute for resolution by the Independent Accountant in accordance with Section 7.10(a), as such section shall apply hereto mutatis mutandis (provided that the foregoing, costs of the Independent Accountant shall constitute the “Final Allocation Schedule.” Each of be paid 50% by Buyer and Seller agrees that neither it nor 50% by Sellers). The parties hereby agree not to take any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is position inconsistent with the Final Allocation Schedule. The Final final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3for Tax reporting purposes. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. Seller and Buyer agree that the Purchase Price and the Assumed Liabilities (aplus other relevant items) For federal and applicable state, local and other income shall be allocated among the Purchased Assets for all Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company purposes in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 the allocation methodology set forth on Exhibit E (Situation 2) and shall file all Tax Returns consistently with such treatmentthe “Allocation Methodology”). In accordance with such tax treatment, within 60 Within 90 days following the completion of date that the Post-Closing Date Balance SheetAdjustment is finalized pursuant to Section 2.06, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating an allocation of the Purchase Price (and Assumed Liabilities to the Purchased Assets, which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and allocation shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunderAllocation Methodology. If, If Seller notifies Buyer in writing within ten fifteen (1015) days following after receipt of the Preliminary Allocation Schedule, allocation that Seller objects to one or more items reflected in the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyerallocation, Seller and Buyer shall endeavor negotiate in good faith to resolve such disagreementdispute; provided, that if Seller and if they ▇▇▇▇▇ are able unable to do so shall make resolve any dispute within 30 days following ▇▇▇▇▇’s receipt of the written objection from Seller, such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised dispute shall be final and bindingresolved by the Independent Accountant. The Preliminary Independent Accountant’s resolution must be in accordance and consistent with the Allocation Methodology. The fees and expenses of such accounting firm shall be borne equally by Seller and Buyer. The final allocation of the Purchase Price and Assumed Liabilities as determined by Buyer if Seller does not timely object, as agreed to by ▇▇▇▇▇ and Seller or as determined by the Independent Accountant, as applicable, shall be referred to as the “Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of ”. Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign prepare all Tax Returns in a manner that is inconsistent consistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment Any adjustments to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer 2.06 herein shall be entitled to allocate allocated in a manner consistent with the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationAllocation Schedule.

Allocation of Purchase Price. (a) For federal and applicable stateNot less than 30 days prior to the Closing, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer Purchaser shall deliver to the Seller a schedule draft statement (the “Preliminary "ALLOCATION STATEMENT") proposing to allocate the Estimated Purchase Price among the Shares. The Allocation Schedule”) allocating Statement shall be adjusted to reflect any revisions to the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account made pursuant to Section 1001 1.4. Within 30 days after the Purchaser delivers the draft Allocation Statement to the Seller, the Seller shall notify the Purchaser of the Codeexistence of any objection (specifying in reasonable detail the nature and basis of such objection) among the assets of Seller may have to the Companydraft Allocation Statement. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code Purchaser and the Treasury Regulations thereunderSeller shall promptly endeavor in good faith to resolve any such objection. IfIf the Seller and the Purchaser fail to resolve such objection within 30 days, within ten (10) days following receipt of the Preliminary Accountants shall determine whether the allocation was reasonable and, if not reasonable, shall appropriately revise the draft Allocation Schedule, Statement. If the Seller does not notify Buyer in writing respond within 30 days, or upon resolution of its disagreement with the Preliminary Allocation Scheduleany disputed items, the Preliminary allocation reflected on the Allocation Schedule Statement (as revised, if applicable, by the mutual agreement of the Purchaser and the Seller or by the Accountants) shall be the final Allocation Statement. Each of the Seller and binding. Ifthe Purchaser shall adhere to, within such ten (10)-day periodand be bound by, the Seller so notifies Buyer, Seller final Allocation Statement for U.S. federal Income Tax purposes and Buyer shall endeavor take no position contrary to resolve such disagreement, and if they are able the final Allocation Statement unless required to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Scheduleby applicable Tax Law.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. (a) For federal The parties agree to allocate the Purchase Price and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of Assumed Liabilities among the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company Purchased Assets in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) an allocation schedule to be prepared jointly by Buyer and shall file all Tax Returns consistently with such treatmentSeller. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a Such allocation schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunderCode. If, within ten Buyer shall deliver a draft of such schedule no later than ninety (1090) days following receipt the Closing Date to Seller. Seller shall have the right, for thirty (30) days after such delivery, to review and object to such draft. Buyer and Seller shall seek in good faith for thirty (30) days thereafter to resolve any disagreements between them with respect to such draft. Any disagreements remaining between Buyer and Seller after such thirty (30)-day period shall be resolved by the Tax Accountant based solely on submissions of the Preliminary Allocation Scheduleparties and the Tax Accountant shall choose the allocation of either Buyer or Seller as the proper allocation, and any determination by the Seller does not notify Buyer in writing of its disagreement Tax Accountant with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule respect thereto shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of on Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federalabsent manifest error (the allocation schedule, stateas so agreed upon by the parties and as so determined by the Tax Accountant, local and foreign Tax Returns in a manner that is inconsistent with the Final “Allocation Schedule”). All expenses of the Tax Accountant shall be paid by the non-prevailing party. The Final Allocation Schedule shall be amended by Buyer and Seller upon to reflect any adjustment to the Purchase Price pursuant to adjustment under Section 3.3. (b) If1.6 in a manner consistent with the procedures set forth in this Section 1.7. The parties shall each report the federal, within 30 days following receipt state and local and other Tax consequences of the Preliminary purchase and sale contemplated hereby (including the filing of Internal Revenue Service Form 8594) in a manner consistent with the Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in not take any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other inconsistent position with respect to any such allocationthe Allocation Schedule unless otherwise required by applicable Laws.

Allocation of Purchase Price. Within sixty (a60) For federal days of the Closing Date, Purchasers shall deliver to the Sellers a schedule allocating the Purchase Price (and applicable state, local Assumed Liabilities and other income Tax purposesrelevant items) among the Purchased Assets (the “Purchase Price Allocation Schedule”). The Sellers shall have thirty (30) days to review the Purchase Price Allocation Schedule delivered by Purchasers and if the Sellers raise no objections within thirty (30) days of receipt, Buyer the Purchase Price Allocation Schedule shall become final. If the Sellers raise a timely objection(s) to the Purchase Price Allocation Schedule prepared by Purchasers, the parties shall cooperate in good faith to resolve their differences and Seller agree to a final Purchase Price Allocation Schedule; provided, that if thirty (30) days after the Sellers raised their objection(s) the parties have not resolved their differences and agreed to a Purchase Price Allocation Schedule, the parties shall treat allocate the sale Purchase Price (and purchase Assumed Liabilities and other relevant items) among the Purchased Assets as each determines in good faith. If finalized (either because of the Equity Interests contemplated Sellers’ failure to timely object or by this Agreement as a purchase by Buyer of agreement), the assets of Purchase Price Allocation Schedule shall be binding on all parties hereto, and subject to appropriate changes to reflect adjustments to amounts paid to the Company in accordance with Revenue Ruling 99-6Sellers, 1999-1 C.B. 432 (Situation 2) and the parties shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreementas finally determined, and if they are able to do so shall make such revisions to not take any position during the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each course of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner audit or other proceeding that is inconsistent with the Final Purchase Price Allocation Schedule. The Final Allocation Schedule shall be amended , as finally determined, unless otherwise required by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3a determination of a Governmental Authority that is final. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. Seller and Purchaser agree that the Consideration (a) For federal and applicable state, local and other relevant items treated as purchase price for U.S. federal income Tax tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) allocated among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable Successor Company for all Tax and shall be prepared financial accounting purposes in accordance a manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten thereunder and as shown on the allocation schedule (10) days following receipt of the “Preliminary Allocation Schedule”), the Seller does not notify Buyer prepared by Purchaser in writing of its disagreement accordance with the Preliminary Allocation Schedule, the allocation methodology set forth on Schedule 6.1(g). The Preliminary Allocation Schedule shall be final and binding. If, within such ten updated (10)-day period, applying the Seller so notifies Buyer, Seller and Buyer shall endeavor same principles as used to resolve such disagreement, and if they are able to do so shall make such revisions to determine the Preliminary Allocation Schedule) and delivered by Purchaser to Seller within fifteen (15) calendar days after the final determination of the Final Consideration pursuant to Section 2.3 (as updated, the “Allocation Schedule”). The Allocation Schedule to reflect such resolution, which as revised shall be final subject to the review and bindingconsent of Seller. The Preliminary Allocation Schedule, upon becoming final and binding Seller shall have the right to withhold its consent (in accordance with the foregoing, shall constitute standards set forth in this Section 6.1(g)) to any portion of the “Final Allocation Schedule by written notice to Purchaser. If Seller does not object to the Allocation Schedule by written notice to Purchaser within thirty (30) days after receipt by Seller of the Allocation Schedule.” Each , then the Allocation Schedule shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of Buyer this Agreement; provided, however, that such Allocation Schedule shall be subject to adjustment upon and as a result of any adjustment to the amounts used to determine the allocations used to prepare the Allocation Schedule under this Agreement. If Seller agrees that neither objects to the Allocation Schedule (or any portion thereof), it nor any shall notify Purchaser in writing of its Affiliates objection to the Allocation Schedule within thirty (30) days after receipt by Seller of the Allocation Schedule, and the Parties agree to resolve any such disagreement in good faith. If Seller and Purchaser are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days after Seller delivers such notice of disagreement, then the dispute shall be finally and conclusively resolved by the Accounting Firm in accordance with the principles of the dispute resolution procedure set forth in Section 2.3(c). Unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), the Parties shall file any federal, state, local and foreign all Tax Returns in a manner that is consistent with the Allocation Schedule and further agree not to take any Tax position inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any for Tax reporting purposes. Any adjustment to the Purchase Price pursuant to Consideration shall be allocated as provided by Section 3.3. (b1.1060-1(c) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationTreasury Regulations.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 Within sixty (Situation 260) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of after the Closing Date Balance SheetDate, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Codeand all other capitalized costs) among the assets Purchased Assets, grouped by the seven asset classes referred to in Treasury Regulations Section 1.1060-1(c) (the "Purchase Price Allocation Schedule"). Buyer shall permit Seller thirty (30) days to review and comment on Buyer's proposed Purchase Price Allocation Schedule. Buyer shall make such revisions to its proposed Purchase Price Allocation Schedule as are reasonably requested by Seller within such thirty (30)-day period and shall deliver to Seller a final Purchase Price Allocation Schedule within fifteen (15) days of the Companyreceiving Seller's comments. The Preliminary Purchase Price Allocation Schedule shall be reasonable revised to take into account subsequent adjustments to the Purchase Price, including the Final Adjustment and any indemnification payments (which shall be prepared treated for Tax purposes as adjustments to the Purchase Price), as mutually agreed by the Parties and in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten . (10b) days following receipt of The Parties shall report the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final transaction for federal and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding state income tax purposes on IRS Form 8594 in accordance with the foregoing, shall constitute Purchase Price Allocation Schedule described in Section 2.9(a). Neither Party will take a position inconsistent with such allocation except with the “Final Allocation Schedule.” written consent of the other Party. Each of Seller and Buyer and Seller agrees that neither it nor to provide the other promptly with any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with other information required to complete Form 8594. (c) If the Final Allocation Schedule. The Final Parties are unable to agree on the Purchase Price Allocation Schedule shall be amended by Buyer and Seller upon pursuant to Section 2.9(a) or any subsequent adjustment to the Purchase Price pursuant to Section 3.3. (b) IfAllocation Schedule, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or Parties shall refer such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability dispute to the other Independent Accountants, which firm shall make a final and binding determination as to all matters in dispute with respect to this Section 2.9 (and only such matters) on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Accountants shall not have the power to modify or amend any such allocationterm or provision of this Agreement. Each Party shall bear and pay one-half of the fees and other costs charged by the Independent Accountants with respect to its activities under this Section 2.9.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 Within 90 days following the completion of after the Closing Date Balance SheetDate, Buyer shall deliver prepare and cause to Seller a schedule (the “Preliminary Allocation Schedule”) allocating be delivered to Sellers an allocation of the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of and the Code) Assumed Liabilities among the assets of Purchased Assets for all purposes (including Tax and financial accounting) (the Company"Allocation Schedule"). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended. Accordingly, the Purchase Price shall be reported for income and other Tax purposes by the Parties as allocated among the Business Goodwill, Owners’ IP, the restrictive covenants set forth in Section 5.02, and the Treasury Regulations thereunderassets of Seller (the "Allocation Principles"). If, within ten (10) days following receipt of Buyer will give Sellers reasonable opportunity to review and comment on the Preliminary Allocation Schedule, Schedule and Buyer will consider in good faith any comments that Sellers have with respect to the Seller does not notify Buyer Allocation Schedule in writing of its disagreement keeping with the Preliminary Allocation Schedule, Principles. Buyer shall also have the Preliminary right to propose amendments to the Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoingAllocation Principles, provided that ▇▇▇▇▇ obtains Sellers’ written consent, which consent shall constitute not be unreasonably withheld, conditioned or delayed (and which consent shall in any event be granted by Sellers in any case in which the “Final Allocation Schedule.” Each resulting Tax liabilities of Sellers, or any owner or former owner of an equity interest in Seller, is not increased). Buyer and Seller agrees that neither it nor any of its Affiliates Sellers shall file any federalall returns, statedeclarations, local reports, information returns and foreign statements, and other documents relating to Taxes (including amended returns and claims for refund) ("Tax Returns Returns") in a manner that is inconsistent consistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon Notwithstanding any adjustment provision to the contrary in this Agreement, in the event any Taxing authority disputes the amount of Purchase Price pursuant allocated to Section 3.3. (b) If, within 30 days following receipt of Business Goodwill or the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company Owners’ IP in any manner it so determines in its sole discretion and neither audit or other Tax proceeding, Purchaser shall have no obligation to take any obligation position consistent with the Allocation Statement or liability to the other with respect to any such allocationAllocation Principles.

Allocation of Purchase Price. (a) For federal The Asset Cash Purchase Price, the Assumed Liabilities and applicable state, local and all other income Tax purposes, Buyer and Seller capitalized costs shall treat be allocated among the sale and purchase of Purchased Assets in the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule manner set forth on Schedule 2.6 hereof (the “Preliminary "Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company"). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations regulations thereunder. If, within ten (10) days following receipt of To the Preliminary Allocation Scheduleextent necessary, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions revised prior to the Preliminary Allocation Schedule closing and agreed upon (and notarized by a notary in Switzerland or Germany) prior to reflect such resolution, which as revised shall be final Closing by Asset Purchaser and bindingAsset Seller. The Preliminary Allocation Schedule, upon becoming final Asset Purchaser and binding Asset Seller in accordance with each case agree to adopt and utilize the foregoing, shall constitute the “Final Allocation Schedule.” Each amounts so allocated for purposes of Buyer filing Internal Revenue Service Form 8594 and Seller agrees that neither it nor any of its Affiliates shall file any all federal, state, local and foreign other Tax Returns in a manner filed by them and that is they will not voluntarily take any position inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller therewith upon examination of any adjustment to the Purchase Price pursuant to Section 3.3. (b) Ifsuch Tax Return, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines claim, in its sole discretion and neither shall have any obligation litigation or liability to the other otherwise with respect to such Tax Returns, unless otherwise required to do so pursuant to applicable Law. Asset Seller and Asset Purchaser agree to provide the other promptly with any other information required to complete Form 8594. The Parties recognize that after the Closing Textile Business Working Capital is finally determined in accordance with Section 2.5, there may be one or more than one adjustment made to the Cash Purchase Price. In the event that the Cash Purchase Price is adjusted, the Purchaser Parties will prepare a revised Allocation Schedule and provide such allocationschedule to the Seller Parties. Additionally, the Parties recognize that the amounts allocated among the Purchased Assets and the Purchased Intellectual Property may be adjusted based on the Purchaser Appraisals, and each of the Seller Parties and the Purchaser Parties shall use their commercially reasonable efforts to ensure that the allocation among the Purchased Assets together with the Purchased Intellectual Property shall not be less than one-third of the Cash Purchase Price. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing without limitation.

Allocation of Purchase Price. Purchaser shall on or before thirty (a30) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of after the Closing Date Balance Sheet, Buyer shall deliver initially determine and send to Seller a schedule (containing the “Preliminary Allocation Schedule”) allocating allocation of the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of and the Code) Assumed Liabilities among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Purchased Assets as is required by Section 1060 of the Code (the "Allocation Schedule"). The Allocation Schedule will be deemed to be accepted by Seller unless Seller provides a written notice of disagreement to Purchaser within five (5) business days after receipt of the Allocation Schedule. If Seller provides such written notice, Purchaser and the Treasury Regulations thereunderSeller shall proceed to negotiate in good faith to create a mutually acceptable Allocation Schedule. If, If no mutually acceptable Allocation Schedule is created within ten (10) business days following of Purchaser's receipt of the Preliminary written notice of disagreement, then an independent accountant mutually satisfactory to the Seller and Purchaser (the "Independent Accountant') shall be engaged to determine the Allocation Schedule. The fees for such determination shall be borne by Seller, unless the Independent Accountant disagrees materially with the Allocation Schedule originally submitted by Purchaser, in which case such fees shall be borne by Purchaser. Such determination by the Independent Accountant, or the original Allocation Schedule if not objected to by the Seller, shall be binding and conclusive to all parties to the Agreement and all parties shall file all relevant tax returns consistent with such final determination, unless otherwise required by applicable law. Should the Purchase Price or Assumed Liabilities be modified subsequent to the Closing, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall will be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding modified in accordance with the foregoing, shall constitute requirements of Section 1060 of the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation ScheduleCode. The Final Allocation Schedule Such allocation shall be amended binding on the parties for all purposes including, without limitation, federal income Tax purposes, and the parties shall not take any contrary position in respect of such allocation in any Tax Return or Legal Proceeding or audit relating to Taxes, or any documents, instruments or certificates filed by Buyer and Seller upon such party with any adjustment to Governmental or Regulatory Authority or Taxing Authority, except as required by applicable law; provided, however, that if the Purchase Price pursuant to or Assumed Liabilities are adjusted in accordance with Section 3.3. (b) If2.3 of this Agreement, within 30 days following receipt the Allocation Schedule otherwise determined shall be adjusted accordingly as required by Section 1060 of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationCode.

Allocation of Purchase Price. The Purchase Price (aand any other amounts treated as consideration for U.S. federal income tax purposes) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat be allocated among the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company Acquired Assets in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a an allocation schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunderthereunder (the “Allocation Schedule”). IfWithin 60 days after the Purchase Price is finally determined pursuant to this Article III, within ten (10) the Buyer shall deliver a draft Allocation Schedule to the Seller for the Seller’s review and comment. The Seller shall have the right to review and comment on the Allocation Schedule. Within 60 days following receipt of the Preliminary after receiving such Allocation Schedule, the Seller shall notify the Buyer in writing if it has any objections to the Allocation Schedule. If the Seller does not notify the Buyer in writing of its disagreement with any objection to the Preliminary Allocation Schedule, the Preliminary Allocation Schedule during such 60 day period, then the Allocation Schedule shall be deemed agreed to by the Parties, and all allocations therein shall be final and binding. IfIf the Seller objects to any items of the Allocation Schedule, then the Parties shall negotiate in good faith to resolve any disagreement regarding such disputed items as soon as practicable. If the Seller and the Buyer are unable to resolve any disagreement with respect to the Allocation Schedule within such ten (10)-day period15 days following notification by Seller, any remaining disputed items shall be resolved by the Final Arbiter applying, mutatis mutandis, the Seller so notifies Buyerprocedures set forth in Section 3.3(d), and the Seller and the Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to revise the Preliminary Allocation Schedule to reflect such resolution, which as resolution and such revised shall Allocation Schedule will be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and the Seller agrees that neither it nor any of its and their Affiliates shall report, act and file any federal, state, local and foreign all Tax Returns (including but not limited to IRS Form 8594) in a manner all respects consistent with such Allocation Schedule and neither the Buyer nor the Seller shall take any position (whether in Tax Returns or otherwise) that is inconsistent with the Final Allocation Schedule. The Final final Allocation Schedule shall be amended for Tax purposes unless required to do so by Buyer and Seller upon any adjustment to a “determination” within the meaning of Section 1313(a) of the Code. In the event that the Purchase Price pursuant to Section 3.3. is adjusted (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (as provided herein or such longer period as Seller and Buyer mutually agreeotherwise), Seller and Buyer are unable to resolve any such disagreement, then each of Seller and Buyer shall adjustment will be entitled to allocate the Purchase Price allocated among the assets of the Company Buyer in any a manner it so determines in its sole discretion and neither shall have any obligation consistent with the Allocation Schedule as either agreed or liability to as determined by the other with respect to any such allocationFinal Arbiter.

Allocation of Purchase Price. Seller and Buyer agree that the Purchase Price and the Assumed Liabilities shall be allocated among the Purchased Assets for all purposes (aincluding Tax and financial accounting) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule shown on an Allocation Schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and that shall be prepared in accordance with Section 1060 of the Internal Revenue Code and the Treasury Regulations thereunderof 1986, as amended. If, within ten (10) days following receipt A draft of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final prepared by ▇▇▇▇▇ and bindingdelivered to Seller within ninety (90) days following the Closing Date. If, within such ten (10)-day period, If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Seller so notifies BuyerAllocation Schedule, Seller and Buyer shall endeavor negotiate in good faith to resolve such disagreementdispute; provided, however, that if Seller and if they ▇▇▇▇▇ are able unable to do so shall make such revisions resolve any dispute with respect to the Preliminary Allocation Schedule to reflect within one hundred twenty (120) days following the Closing Date, such resolution, which as revised dispute shall be final and bindingresolved by a mutually agreeable independent accounting firm (the “Independent Auditor”). The Preliminary fees and expenses of the Independent Auditor shall be borne by ▇▇▇▇▇ and Seller based on the percentage that the Independent Auditor’s determination (before such allocation) bears to the total amount of the items in dispute as originally submitted for adjudication. Buyer and Seller shall file all returns, declarations, reports, information returns and statements and other documents relating to Taxes (including amended returns and claims for refund) (“Tax Returns”) and information reports in a manner consistent with the definitive Allocation Schedule, upon becoming final and binding Schedule as determined or resolved by mutual agreement or the Independent Auditor in accordance with the foregoing. For the avoidance of doubt, all payments and adjustments made under this Section 1.04 shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any an adjustment to the Purchase Price pursuant to Section 3.3Price. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. The Base Purchase Price and the Earn-Out shall be referred to collectively as the “Purchase Price”. Prior to Closing, the Seller shall provide to Buyer a proposed allocation of the Purchase Price plus liabilities deemed assumed (athe “Tax Purchase Price”) For federal for the sale of the Assets. The Tax Purchase Price shall be allocated using principles that are consistent with the Internal Revenue Code of 1986, as amended. Prior to Closing, the Buyer and applicable Seller shall mutually agree on a final allocation (the “Final Allocation”) of the Tax Purchase Price, which Final Allocation will be attached hereto as Schedule 6(c). After the Closing and in respect of periods prior to January 24, 2008, the parties shall make consistent use of the allocation, fair market value and useful lives specified on Schedule 6(c) for all tax purposes and in all filings, declarations and reports with the Internal Revenue Service (“IRS”) and similar reports for state, local local, or foreign purposes in respect thereof, including the reports required to be filed under Section 1060 of the Internal Revenue Code of 1986, as amended. In connection with the amendments to this Agreement made as of January 24, 2008 and other income Tax purposesthe Settlement Agreement, Buyer and Seller have mutually agreed on an amended final allocation (the “Amended Final Allocation”), which is attached hereto as Schedule 6(c)(1). No later than March 15, 2008, Buyer shall treat prepare and deliver IRS Forms 8594 to Seller to be filed with the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company IRS in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 Schedule (Situation 26)(c) and shall file all Tax Returns consistently with such treatmentSchedule 6(c)(1), respectively. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions proceeding related to the Preliminary Allocation Schedule to reflect determination of any tax, neither Buyer nor Seller shall contend or represent that such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Scheduleor Amended Final Allocation, as the case may be, is not a correct allocation for the applicable tax period.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. (a) For The total amount realized by Seller for federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat purposes in connection with the sale and purchase of the Equity Interests contemplated by Acquired Assets pursuant to this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Total Tax Consideration”) will be allocated in the manner required by Section 1060 of the Code among the Acquired Assets. The Parties agree to allocate the Total Tax Consideration pursuant to the Allocation Schedule. The Allocation Schedule (the “Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code Code. Buyer shall prepare the Allocation Schedule and the Treasury Regulations thereunder. If, deliver a copy to Seller within ten one hundred twenty (10120) days following receipt of the Preliminary Allocation Schedule, the Closing Date. Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary shall review such Allocation Schedule shall be final and binding. Ifprovide any written comments or objections to Buyer within thirty (30) days after the receipt thereof, within such ten and Buyer may accept any written comments or objections that are reasonable in Buyer’s discretion. (10)-day period, the Seller so notifies Buyer, b) Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to be bound by the Preliminary Allocation Schedule to reflect such resolution, which as revised for all Tax purposes and shall be final (and binding. The Preliminary Allocation Schedule, upon becoming final shall cause their Affiliates to) (i) prepare and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign all Tax Returns in a manner that is consistent with the Allocation Schedule, including an amended Form 8594 required to be filed to reflect any subsequent adjustments to the Total Tax Consideration, and (ii) take no position inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall in any Tax Return, any proceeding before any taxing authority or otherwise; provided, however, that if, in any audit of any Tax Return or other proceeding relating thereto, the amount of the Total Tax Consideration or the fair market values of the Acquired Assets are finally determined by a taxing authority to be amended by different from the values used in determining the allocation shown on the Forms 8594, as most recently amended, Buyer and Seller upon any adjustment to and their respective Affiliates may (but shall not be obligated to) take a position or action consistent with such amount or values as finally determined in such audit. In the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of event that the Preliminary Allocation Schedule is disputed by Seller (or any taxing authority, the Party receiving notice of such longer period as Seller dispute shall promptly notify and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to consult with the other with respect to any Parties and keep the other Parties apprised of material developments concerning resolution of such allocationdispute.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat agree that the sale and purchase price is to be allocated to each of the Equity Interests contemplated by this Agreement as Selling Subsidiaries in a purchase by Buyer manner generally consistent with the amounts shown on Schedule 2.9 (except that the amount allocated to the Transferred Assets of Crown Packaging Technologies, Inc. shall not be less than $150,000,000). Such allocation shall reflect the assets payment of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account Intercompany Balances pursuant to Section 1001 of the Code) among the assets of the Company5.17. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies BuyerAdditionally, Seller and Buyer agree that the purchase price allocated to each Asset Sale Subsidiary shall endeavor to resolve be further allocated among the Transferred Assets of such disagreementAsset Sale Subsidiary, and if they are able the covenant not to do so shall make such revisions to compete described in Section 5.14. The allocations described in the Preliminary Allocation Schedule to reflect such resolution, which as revised preceding sentences (the “Allocation”) shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended jointly prepared by Buyer and Seller upon any adjustment by the earlier of four Business Days prior to the Purchase Price pursuant to Section 3.3. (b) If, within 30 Closing Date or thirty days following receipt of after the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other date hereof. Any dispute with respect to the Allocation shall be resolved in accordance with procedures similar to those set forth in Section 2.6(d) hereof. The allocation of the Adjustment Payment shall be aggregated with the Allocation, and such final version of the Allocation shall become part of this Agreement for all purposes. Seller, the Selling Subsidiaries and Buyer agree to report the Allocation of the purchase price, as adjusted by the allocation of the Adjustment Payment, among the Transferred Assets and the covenant not to compete described in Section 5.14 in a manner entirely consistent with such final Allocation in the preparation and filing of all Tax Returns. Neither Seller nor Buyer will take any action that would call into question the bona fides of such allocationfinal Allocation.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating The parties agree that the Purchase Price and the Assumed Obligations (which for this purpose shall plus any other relevant items) will be deemed allocated to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Purchased Assets in accordance a manner consistent with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder, based upon the fair market values of such assets (the “Purchase Price Allocation”) as set forth in Schedule 7.3 hereof. IfBuyer shall, within ten (10) 30 days following receipt after the final determination of the Preliminary Allocation ScheduleNet Adjustment pursuant to Section 3.1, provide Seller with a proposed adjustment to the Seller does not notify Buyer allocation (the “Proposed Allocations”) of the Purchase Price and the Assumed Obligations (and other relevant items). The Proposed Allocations will be prepared in writing of its disagreement accordance with the Preliminary Allocation Schedule, applicable provisions of the Preliminary Allocation Schedule shall be Code. The Proposed Allocations will become final and bindingbinding on the parties unless Seller gives Buyer written notice of objection to the Proposed Allocations within 30 days after Buyer gives Seller the Proposed Allocations. If, within such ten (10)-day period, If Seller timely objects to the Proposed Allocations then Buyer and Seller so notifies Buyer, Seller and Buyer shall endeavor negotiate in good faith to resolve such disagreementagree on any changes to the Purchase Price Allocations, and if they are able unable to do so agree on final Purchase Price Allocations within 30 days, the Independent Accounting Firm shall make resolve the dispute. The fees and expenses of such revisions accounting firm shall be borne equally by Seller and Buyer. Once finally determined pursuant to the Preliminary Allocation Schedule to reflect such resolutionabove, which as revised the Proposed Allocations shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of ”. Seller and Buyer agree to file their respective IRS Forms 8594 and Seller agrees that neither it nor any of its Affiliates shall file any all federal, state, state and local and foreign Tax Returns in a manner accordance with the Final Allocation Schedule, and no party shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3this Section, unless required to do so by Applicable Laws. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. Seller and Purchaser agree that the Purchase Price and the Assumed Liabilities (aplus other relevant items) For federal shall be allocated among the Acquired Assets for all purposes (including Tax and applicable state, local and other income Tax purposes, Buyer and Seller shall treat financial accounting) as shown on the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a allocation schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt A draft of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final prepared by Purchaser and bindingdelivered to Seller within ninety (90) days following the Closing Date. If, within such ten (10)-day period, If Seller notifies Purchaser in writing that Seller objects to one or more items reflected in the Seller so notifies BuyerAllocation Schedule, Seller and Buyer Purchaser shall endeavor negotiate in good faith to resolve such disagreementdispute; provided, however, that if Seller and Purchaser are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following Purchaser’s receipt of Seller’s notice of objection, such dispute shall be resolved by the Independent Accountant. The fees and expenses of such accounting firm shall be borne equally by Seller and Purchaser. Seller and Purchaser agree to file their respective IRS Forms 8594 and all federal, state, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding local Tax returns in accordance with the foregoingAllocation Schedule and agree to take no position, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its to cause their respective Affiliates shall file any federalto take no position, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended in any proceeding before any government agency, except to the extent required by Buyer and Seller upon any adjustment applicable Law. Any adjustments to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer 2.6 shall be entitled to allocate allocated in a manner consistent with the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationAllocation Schedule.

Allocation of Purchase Price. Within forty-five (a45) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat days after the sale and purchase determination of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company applicable Final Amounts Schedule in accordance with Revenue Ruling 99-6Section 2.07, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller the Sellers a schedule (the “Preliminary Allocation Schedule”) allocating the portion of the Purchase Price paid at the applicable Closing (which together with the applicable Assumed Liabilities and any other items treated as consideration for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Codeapplicable Transferred Assets for Tax purposes) among the assets applicable Transferred Assets; provided, however, that, in any event, the Buyer will deliver a draft of the Companyallocation schedule with respect to the Initial Closing to the Sellers no later than July 31, 2017. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of Such allocation shall be deemed final unless the Preliminary Allocation Schedule, Sellers shall have notified the Seller does not notify Buyer in writing of its any disagreement with the Preliminary Allocation ScheduleSchedule within thirty (30) days after submission thereof by the Buyer. In the event of such disagreement, the Preliminary Allocation Schedule Buyer and the Sellers shall use reasonable efforts to reach agreement on a reasonable allocation. In the event that the Buyer and the Sellers do not reach an agreement, the Arbitrator shall make a determination as to each disputed item, which determination shall be final and bindingbinding upon the Buyer and the Sellers. If, within such ten (10)-day period, The Buyer and the Seller so notifies Buyer, Seller and Buyer shall endeavor Sellers agree to resolve such disagreementfile their respective Internal Revenue Service Forms 8594, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolutionall federal, which as revised shall be final state, and binding. The Preliminary Allocation Schedulelocal Tax Returns, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Schedule as finally determined under this Section 2.09. The Buyer and Seller agrees that neither it nor the Sellers each agree to provide the other promptly with any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with other information required to complete the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3their Forms 8594. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. (a) For federal Seller and applicable state, local and other income Tax purposes, Buyer and Seller Purchaser agree that the Purchase Price shall treat be allocated among the sale and purchase of Purchased Assets for all purposes as shown on the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a allocation schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 ). A draft of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable prepared by Purchaser and delivered to Seller within thirty (30) business days after the Closing Date. For a period of ten (10) business days after Purchaser provides the Allocation Schedule to Seller, Seller shall have the opportunity to review and comment on the Allocation Schedule. If Seller notifies Purchaser in writing that Seller objects to one or more items reflected in the Allocation Schedule, Purchaser and Seller shall negotiate in good faith to resolve such dispute; provided, however, that if Purchaser and Seller are unable to resolve any dispute with respect to the Allocation Schedule within ten (10 business days after the end of 10 business day review and comment period, such dispute shall be referred to an impartial, nationally recognized firm of independent certified public accountants (the “Auditor”), as mutually agreed to by Purchaser and Seller, for resolution as promptly as practicable. The Allocation Schedule as so agreed to or determined by the Auditor shall be conclusive and binding upon the parties, and the parties agree that that all tax returns (including IRS Form 8594) and all financial statements of the parties shall be prepared in accordance a manner consistent with Section 1060 of the Code (and the Treasury Regulations thereunder. If, within ten (10parties shall not otherwise file a tax return or take any tax position inconsistent with) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule fees and expenses of the Auditor shall be amended borne equally by Buyer Purchaser and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3Seller. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. Within sixty (a60) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance SheetDate, Buyer the Purchaser shall deliver to the Seller a schedule (the “Preliminary Allocation Schedule”) reasonably allocating the Purchase Price (which together with the Acquired Liabilities and any other items treated as consideration for this purpose the Acquired Assets for Tax purposes) among the Acquired Assets. Such allocation shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, final unless the Seller does not notify Buyer shall have notified the Purchaser in writing of its any disagreement with the Preliminary Allocation ScheduleSchedule within thirty (30) days after submission thereof by the Purchaser. In the event of such disagreement, the Preliminary Allocation Schedule Purchaser and the Seller shall use reasonable efforts to reach agreement on a reasonable allocation. In the event that the Purchaser and the Seller do not reach an agreement within thirty (30) days, an independent tax accountant appointed by the Purchaser (and to which the Seller has no reasonable objection) shall make a determination as to each disputed item, which determination shall be final and bindingbinding upon the Purchaser and the Seller. IfThe fees, within such ten (10)-day period, costs and expenses of the independent tax accountant will be split equally between the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and bindingPurchaser. The Preliminary Allocation Schedule, upon becoming final Purchaser (or any applicable Affiliate thereof) and binding the Seller agree to file their respective Tax Returns in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation ScheduleSchedule as finally determined under this Section 3.3. The Final Purchaser (or any applicable Affiliate thereof) and the Seller each agrees to provide the other promptly with any other information required to complete the Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3their Tax Returns. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. The Purchase Price shall be allocated consistent with the reasonable good faith determination of Buyer after consultation with Seller and JNJ within sixty (a60) For federal days following the Closing. The Parties and applicable stateJNJ acknowledge that for financial reporting purposes, Buyer is required to determine and allocate a purchase price for the acquisition of the Purchased Assets and the JNJ Purchased Assets in accordance with GAAP in the United States, and that Buyer’s determinations under GAAP will differ from the requirements of Section 1060 of the Internal Revenue Code and the regulations promulgated thereunder. Buyer and Seller hereby agree that the amounts set forth in the ▇▇▇▇ of Sale (Exhibit C) represent the fair market value of all tangible assets included in Purchased Assets. These fair market values will be used in the allocation of the Purchase Price and in the determination of state or local taxes due as of the Closing. However, the value of inventory set forth in the ▇▇▇▇ of Sale reflects a preliminary valuation, and other income Tax purposesis subject to the final determination of the allocation to be performed during such sixty (60) day period. After the Closing, Buyer and Seller shall treat the sale and purchase make consistent use of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with allocation required under Section 1060 of the Internal Revenue Code for all Tax purposes and the Treasury Regulations thereunder. Ifin all filings, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement declarations and reports with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final Internal Revenue Service or any other applicable [*] Certain information in this document has been omitted and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance filed separately with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer Securities and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation ScheduleExchange Commission. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other Confidential treatment has been requested with respect to the omitted portions. taxing authority in respect thereof. In any and all actions, suits, proceedings, arbitration, or governmental or regulatory investigations or audits related to the determination of any Tax, neither Buyer nor Seller shall contend or represent that such allocation is not a correct allocation.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller at Closing a schedule (preliminary allocation among the “Preliminary Allocation Schedule”) allocating Auctioned Assets of the Purchase Price (which for this purpose shall be deemed amount payable by Buyer to include any liabilities properly taken into account Seller pursuant to Section 1001 3.1 hereof, and, as soon as practicable following the Closing (but in any event within 10 Business Days following the final determination of the Code) Closing Adjustment Amount), Buyer shall prepare and deliver to Seller a final allocation of the amount payable by Buyer to Seller pursuant to Section 3.1 hereof, and the post-closing adjustment pursuant to Section 3.2, among the assets of Auctioned Assets (the Company"ALLOCATION"). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance consistent with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Preliminary Code and the regulations thereunder ("APPLICABLE LAW"). If Seller so determines, Seller shall within 20 Business Days thereafter propose any changes necessary to cause the Allocation Scheduleto be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such proposed changes, Buyer shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyer and Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Scheduleare unable to resolve any disputed objections within 10 Business Days thereafter, the Preliminary Allocation Schedule such objections shall be final and bindingreferred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. If, within such ten (10)-day period, the Seller so notifies Buyer, The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall endeavor to resolve such disagreementbe conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if they are able any, to do so shall make such revisions be referred to as the "FINAL ALLOCATION"). Fees and disbursements of the Accountants attributable to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final shared by Buyer and bindingSeller on the basis of their respective percentages of the disputed items which were allocated by the Accountants to the other Party hereunder. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall to timely file any federalInternal Revenue Service Form 8594, and all Federal, state, local and foreign Tax Returns Returns, in accordance with such Final Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner that is inconsistent consistent with the Final Allocation ScheduleAllocation. The Final Allocation Schedule shall be amended by Each of Buyer and Seller upon agrees to promptly provide the other party with any adjustment additional information and reasonable assistance required to the Purchase Price pursuant to Section 3.3. (b) Ifcomplete Form 8594, within 30 days following receipt of the Preliminary Allocation Schedule by Seller or compute Taxes arising in connection with (or such longer period as otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to timely notify the other Party and each shall timely provide the other Party with respect to any such allocationreasonable assistance in the event of an examination, audit or other proceeding regarding the Final Allocation.

Allocation of Purchase Price. (a) For The Parties agree that the Purchase Price shall be allocated for federal income tax purposes among the Staffing Interests, the Mediscan Interests and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase Services Interests as set forth on Schedule 9.9. The Parties agree that an allocation of the Equity Interests contemplated by this Agreement as a purchase by Buyer Purchase Price (plus other relevant items) with respect to each of the assets Companies amongst the Properties of such Company shall be set forth on the Initial Allocation Schedule attached hereto on or before the Closing Date. The Initial Allocation Schedule shall be prepared in a manner consistent with the fair market values of the Company applicable Properties and in accordance with Revenue Ruling 99-6Code Section 1060 and consistent with the foregoing, 1999-1 C.B. 432 (Situation 2) and shall file the parties agree that substantially all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion value in excess of the book value of each Company’s tangible assets will be allocated to goodwill and customer relationships. No later than ninety (90) days after the Closing Date Balance SheetDate, Buyer shall deliver to Seller Seller’s Representative a schedule (the “Preliminary statement setting forth a Final Allocation Schedule”) allocating Schedule incorporating any adjustments to the Purchase Price (following the Closing Date, which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance a manner consistent with Section 1060 of the Code Initial Allocation Schedule. Buyer shall permit Seller to review and comment on the Treasury Regulations thereunderFinal Allocation Schedule and shall consider in good faith any revisions to such Tax Returns as are reasonably requested by the Sellers’ Representative. If, within ten (10) days following receipt of Sellers and Buyer will prepare and file all Tax Returns to be filed with any Tax authority in a manner consistent with the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement and will take no position inconsistent with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. Ifon any Tax Return, within such ten (10)-day periodany discussion with or proceeding before any Tax authority, the Seller so notifies Buyeror otherwise, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions except to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be extent that there has been a final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in determination by a manner taxing authority or tribunal that is inconsistent with therewith. In the Final Allocation Schedule. The Final event that the Allocation Schedule shall be amended is disputed by Buyer and Seller upon any adjustment to Tax authority, the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt party receiving notice of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to dispute will promptly notify the other with respect to any such allocationParties thereof.

Allocation of Purchase Price. (a) For federal and applicable state, local The Purchase Price and other income Tax purposes, Buyer and Seller items required to be included thereunder shall treat be allocated among the sale and purchase of the Equity Interests contemplated Purchased Assets by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatmentBuyer. In accordance with such tax treatment, within 60 No later than 30 days following the completion of the Closing Date Balance SheetClosing, Buyer shall deliver prepare and provide to Seller a schedule proposed allocation (the “Preliminary Allocation ScheduleAllocation”) allocating for Seller’s review. Seller shall have 30 days to review the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the CompanyAllocation. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the If Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, any objections within such ten (10)-day period, the Seller so notifies Buyer, 30-day period or if Seller and Buyer shall endeavor to resolve all such disagreementobjections, and if they are able to do so shall make such revisions to none of the Preliminary Allocation Schedule to reflect such resolutionParties, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates their respective Affiliates, shall file take any federalposition (whether in financial statements, stateaudits, local and foreign Tax Returns in a manner that tax returns or otherwise) which is inconsistent with the Final Allocation ScheduleAllocation, unless required to do so by applicable Law. The Final Allocation Schedule shall be amended by If prior to the end of such 30-day period, Buyer and Seller upon are unable to so agree on the Allocation then such Allocation shall not be binding on the Parties. Seller shall timely and properly prepare, execute, file and deliver all documents, forms and other information as Buyer may reasonably request to prepare the Allocation. In the event that the Allocation is binding on the Parties, (i) in case of any adjustment to the Purchase Price pursuant Price, requiring an amendment to Section 3.3. (b) Ifthe Allocation, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall prepare and deliver such amended Allocation to Seller, which shall be entitled to allocate prepared in a manner consistent with the Purchase Price among Allocation, and (ii) if the assets Allocation is disputed by any Governmental Entity, the Party receiving notice of the Company in any manner it so determines in its sole discretion and neither such dispute shall have any obligation or liability to promptly notify the other with respect to any such allocationParty.

Allocation of Purchase Price. (a) For federal The Adjusted Purchase Price shall be allocated between the M-I Canada Interest and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase M-I L.L.C. Interest pro rata based on the relative allocation of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose as set forth in Section 2.02. The Purchasers shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 prepare such further allocation of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Adjusted Purchase Price among the assets of M-I as may be required for Tax and financial accounting purposes and shall deliver such allocation (the Company in any manner it so determines in its sole discretion and neither "Allocation Schedule") to the Sellers for their review within 120 days after the Closing Date. The Sellers shall have 30 days to dispute the allocation or any obligation or liability item thereon, in which case, the Purchasers and the Sellers shall negotiate in good faith to resolve any disagreement. Should the parties fail to resolve any dispute, the matter shall be referred to an independent, nationally recognized certified public accounting firm mutually agreed to by the parties ("Independent CPA"), whose determination shall be final and binding on the parties. If the Sellers fail to make a timely objection to the other allocation as proposed by the Purchasers, the allocation as set forth on the initial Allocation Schedule shall be considered final and binding on all parties. The Sellers and the Purchasers shall duly prepare and timely file any forms required by federal or state Tax law to report the allocation of the Adjusted Purchase Price in accordance with respect to any the final Allocation Schedule. The Purchasers and the Sellers agree that the allocation of the Adjusted Purchase Price as set forth on the final Allocation Schedule shall be used for all purposes (including Tax and financial accounting purposes) and that the Purchasers and the Sellers and their respective Affiliates shall file all Tax Returns (including amended Tax Returns and claims for refund) and information reports in a manner consistent with such allocationfinal Allocation Schedule, except as may be otherwise required by a Governmental Authority.

Allocation of Purchase Price. (a) For federal As soon as reasonably practicable following the Closing (but not later than one hundred twenty (120) days after the Closing Date), Buyer shall prepare and deliver to Sellers a schedule which shall set forth the allocation of the Purchase Price and the Assumed Liabilities among the Purchased Assets. Such allocation shall be based on an appraisal performed by Arth▇▇ ▇▇▇e▇▇▇▇ ▇.▇.P. or another nationally-recognized independent accounting firm mutually satisfactory to Sellers and Buyer. Subject to the requirements of any applicable stateTax law, local all Tax Returns filed by Buyer and other income Tax purposesSellers shall be prepared consistently with such allocation. Notwithstanding the foregoing, Buyer and Seller shall treat Sellers shall, on or before the sale and purchase Closing Date, agree on the portion of the Equity Interests contemplated by this Agreement as a purchase by Buyer Purchase Price which shall be allocated to each parcel of Owned Real Property. With respect to any Owned Real Property, the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 allocation shall be made at least twenty (Situation 220) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of before the Closing Date Balance Sheetor otherwise in sufficient time before the Closing Date to allow for preclearance notification or other applicable clearance procedures under applicable law. (b) In the event of any Purchase Price adjustment pursuant to Section 1.5 hereof, Buyer and Sellers agree to adjust such allocation to reflect such Purchase Price adjustment and, subject to the requirements of any applicable Tax laws, to file consistently any Tax Returns required as a result of such Purchase Price adjustment. If no such agreement is reached within thirty (30) days (or such later date as is mutually agreed upon by both parties), the matter or matters in dispute shall be submitted to the appraiser selected by Buyer under Section 6.1(a) above. The decision of such appraiser as to the allocation of the Purchase Price adjustment shall be final, conclusive and binding upon Buyer and Sellers. (c) After the Closing Date, Buyer shall deliver to Seller a schedule prepare, in consultation with Sellers or Sellers' accountants, those statements or forms (the “Preliminary Allocation Schedule”including Form 8594) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with required by Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder. If, within ten (10) days following receipt Such statements or forms shall be prepared consistently with the allocation under this Section 6.1. Such statements or forms -35- 41 shall be filed by the parties with their respective federal income Tax Returns as required by Section 1060 of the Preliminary Allocation Schedule, Code and the Seller does not notify Buyer in writing regulations promulgated thereunder and each party shall provide the other party with a copy of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which statement or form as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3filed. (bd) If, within 30 days following receipt The fees and expenses of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer appraiser shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion borne one-half by Sellers and neither shall have any obligation or liability to the other with respect to any such allocationone-half by Buyer.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall The Parties will file all Tax Returns consistently with such treatment. In the allocation of the Purchase Price determined in accordance with such tax treatment, within 60 days following the completion this SECTION 3.5. The allocation of the Closing Date Balance Sheet, Buyer Purchase Price (including any portion of the Assumed Liabilities if applicable) will be negotiated by the Parties in accordance with Applicable Tax Law (as defined below). Purchaser shall propose and deliver to Seller a schedule (preliminary allocation among the “Preliminary Allocation Schedule”) allocating Assets of the Purchase Price and such other consideration to be paid to Seller pursuant to this Agreement (which for this purpose an "ALLOCATION") sufficiently far in advance of the Closing to allow the Final Pre-Closing Allocation referred to below to be determined prior to the Closing. The Allocation shall be deemed consistent with Code Section 1060 ("APPLICABLE TAX LAW") and the regulations thereunder and in a manner which facilitates Property Tax reporting and shall separately allocate Assets in the Facilities Switchyard. Seller shall within thirty (30) days thereafter propose any changes to include the Allocation. Within thirty (30) days following delivery of such proposed changes, Purchaser shall provide Seller with a statement of any liabilities properly taken into account pursuant objections to Section 1001 such proposed changes, together with a reasonably detailed explanation of the Code) among the assets of the Companyreasons therefor. The Preliminary Allocation Schedule shall be reasonable If Purchaser and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, Seller are unable to resolve any disputed objections within ten (10) days following receipt thereafter, such objections shall be referred to the Independent Accounting Firm, which shall determine the Allocation (including any valuations). The Independent Accounting Firm shall be instructed to deliver to Purchaser and Seller a written determination of the Preliminary proper allocation of such disputed items within twenty (20) Business Days from the date of engagement. Such determination shall be final, conclusive and binding upon the Parties for all purposes, and the Allocation Scheduleshall 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 Seller does not notify Buyer in writing Parties shall agree to the adjustments to the Final Pre-Closing Allocation ("FINAL ALLOCATION"). The fees and disbursements of its disagreement with the Preliminary Independent Accounting Firm attributable to any Allocation Schedule, the Preliminary Allocation Schedule shall be final shared equally by Purchaser and bindingSeller. If, within such ten (10)-day period, the Purchaser and Seller so notifies Buyer, Seller and Buyer shall endeavor agree to resolve such disagreementtimely file Internal Revenue Service Form 8594, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolutionall Tax Returns, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with such Allocation or Final Allocation, as the foregoingcase may be, shall constitute and to report the “Final Allocation Schedule.” Each of Buyer transactions contemplated by this Agreement for Federal Income Tax and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns all other tax purposes in a manner that is inconsistent consistent with the Allocation or Final Allocation ScheduleAllocation, as the case may be. The Final Allocation Schedule shall be amended by Buyer Purchaser and Seller upon agree to promptly provide the other Parties with any adjustment additional information and reasonable assistance required to the Purchase Price pursuant to Section 3.3. (b) Ifcomplete Form 8594, within 30 days following receipt of the Preliminary Allocation Schedule by Seller or compute Taxes arising in connection with (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate otherwise affected by) the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationtransactions contemplated hereunder.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within Within 60 days following the completion of after the Closing Date Balance SheetDate, Buyer Purchasers shall deliver to Seller Sellers a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) and Assumed Obligations among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Transferred Assets in accordance with Section section 1060 of the Code and the Treasury Regulations thereunderregulations thereunder (the “Allocation Schedule”). If, within ten (10) The Allocation Schedule shall include a breakdown by Governmental Authority and shall in all other material respects contain sufficient detail to enable Purchasers and Sellers to determine Taxes applicable to the transactions contemplated by this Agreement. Sellers have 30 days following from the date of receipt of the Preliminary Allocation Schedule to notify Purchasers in writing that Sellers dispute one or more items reflected on the Allocation Schedule as having no reasonable basis for the allocation set forth in the Allocation Schedule, which notice shall include a detailed explanation of the Seller does basis for the dispute. If Sellers do not notify Buyer provide such notice to the Purchasers, Sellers shall be deemed to have accepted the Allocation Schedule as submitted by Purchasers. If Sellers do provide such notice, Sellers and Purchasers shall negotiate in writing good faith to resolve such dispute. If Sellers and Purchasers fail to resolve any such dispute within 30 days of its disagreement with the Preliminary Allocation SchedulePurchasers’ receipt of Sellers’ notice, the Preliminary Allocation Schedule Arbitrating Accounting Firm shall be engaged for resolution of the dispute with respect to the allocation of the Purchase Price and Assumed Obligations to the extent such allocation is in dispute. The determination of the Arbitrating Accounting Firm shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and bindingbinding on all parties. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor parties agree not to take any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is position inconsistent with the Final Allocation ScheduleSchedule for Tax reporting purposes. The Final Allocation Schedule fees and expenses of the Arbitrating Accounting Firm in connection with the resolution of any dispute shall be amended paid equally by Buyer Purchasers and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3Sellers. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. (a) For federal As soon as practicable after each of the Closing, the Purchase Price Adjustment, the 2007 Earnout Payment Date and applicable statethe 2008 Earnout Payment Date, local and other income Tax purposes, Buyer Purchaser and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company will negotiate in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver good faith to Seller agree upon a schedule (the “Preliminary "Allocation Schedule”") allocating the Closing Payment, the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of Adjustment, the Code) 2007 Earnout Amount and the 2008 Earnout Amount, as the case may be, among the assets of the CompanyPurchased Assets. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any Any adjustment to the Purchase Price contemplated by Section 2.5 shall be allocated to the Receivables. Except as otherwise required by law or pursuant to a "determination" under Section 3.3. 1313(a) of the Internal Revenue Code of 1986, as amended (the "Code"), Purchaser and Seller agree to act, and will cause their Affiliates to act, in accordance with the allocations contained in the Allocation Schedule for purposes of all income Taxes (as defined in SECTION 4.15(i)), and neither Purchaser nor Seller will take any position inconsistent therewith in any income Tax Returns (as defined in SECTION 4.15(j)) or similar filings (including IRS Form 8594), any refund claim, any litigation, or otherwise. In the event that Purchaser and Seller are unable to reach an agreement within 30 calendar days after the latest of (a) the date of payment of the Purchase Price Adjustment, (b) Ifthe 2007 Earnout Payment Date and (c) the 2008 Earnout Payment Date, then any disputed items will be resolved within the next 30 calendar days following receipt by the Arbitrator, the fees and costs of which will be borne equally by Purchaser and Seller. The Allocation Schedule and IRS Form 8594 will be revised to reflect the resolution of the Preliminary Allocation Schedule by Seller (or such longer period as Seller Arbitrator and, once revised, will be final and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationbinding on all parties without further adjustment.

Allocation of Purchase Price. Within sixty (a60) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of after the Closing Date Balance SheetDate, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which including any Assumed Liabilities treated as consideration for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the CodePurchased Assets for Tax purposes) among (the assets of the Company“Allocation Schedule”). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the any Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary The Allocation Schedule shall be deemed final and bindingunless Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to Seller. If, within In the event of any such ten (10)-day period, the Seller so notifies Buyerobjection, Seller and Buyer shall endeavor negotiate in good faith to resolve such disagreementdispute; provided, and however, that if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within forty-five (45) days after the delivery of the Allocation Schedule to Seller, such disagreement, then each dispute shall be resolved by the Independent Accountant. The fees and expenses of such Independent Accountant shall be borne equally by Seller and Buyer. Seller and Buyer shall be entitled agree (a) to allocate file their respective IRS Form 8594 and all federal, state and local Tax Returns in accordance with the Allocation Schedule, (b) not to take any position inconsistent therewith or make any inconsistent adjustment on any Tax Return, (c) to provide the other promptly with any other information required to complete IRS Form 8594, and (d) to promptly notify the other if any Governmental Authority proposes to reallocate the Purchase Price among or Assumed Liabilities in a manner inconsistent with the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationAllocation Schedule.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase The parties agree to allocate $9,000,000 of the Equity Interests contemplated by this Agreement as a purchase by Buyer Purchase Price to the Purchased Stock and the balance of the assets Purchase Price shall be allocated to the Purchased Assets (the “Asset Purchase Price”). (b) Within sixty (60) days of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion determination of the Closing Date Balance SheetFinal Adjustment Amount, Buyer Purchaser shall deliver provide to Seller a schedule allocating the Asset Purchase Price (taking into account only Assumed Liabilities that are liabilities for Tax purposes) between the Purchased Stock and the Purchased Assets and, with respect to the Purchased Assets, among the Purchased Assets (the “Preliminary Purchase Price Allocation Schedule”) allocating the ). The Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall will be prepared in accordance with Section 1060 the applicable provisions of the Code and the Treasury Regulations thereunder. If, methodologies set forth on Schedule 2.6. (c) If within ten the thirty (1030) days following receipt of receiving the Preliminary Purchase Price Allocation Schedule, the Seller does has not notify Buyer in writing of its disagreement with the Preliminary Allocation Scheduleobjected, the Preliminary Purchase Price Allocation Schedule shall be final and binding. If, If within such ten thirty (10)-day period30) days the Seller objects to the Purchase Price Allocation Schedule, the Seller so notifies Buyerand Purchaser shall cooperate in good faith to resolve their differences, provided that if after thirty (30) days, the Seller and Buyer Purchaser are unable to agree, the Parties shall endeavor retain the Accounting Firm to resolve such disagreementtheir dispute, provided that the Accounting Firm utilize the methodologies for determining fair market sale as set forth on Schedule 2.6. The determination of the Accounting Firm shall be final and if they are able to do so binding on the parties. The cost of the Accounting Firm shall be shared equally by Seller and the Purchaser. (d) The Parties shall make such revisions appropriate adjustments to the Preliminary Purchase Price Allocation Schedule to reflect such resolution, which as revised shall be final and bindingchanges in the Purchase Price. The Preliminary Allocation Schedule, upon becoming final and binding Parties agree for all Tax reporting purposes to report the Transaction in accordance with the foregoing, shall constitute the “Final Purchase Price Allocation Schedule.” Each , as adjusted pursuant to the preceding sentence, and to not take any position during the course of Buyer and Seller agrees that neither it nor any audit or other proceeding inconsistent with such schedule unless required by a determination of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner the applicable Governmental Authority that is inconsistent with the Final Allocation Schedulefinal or good faith resolution of a Tax Proceeding. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.5

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 Within 150 days following the completion of after the Closing Date Balance Sheet(or, Buyer if later, 30 days after the final determination of the Purchase Price pursuant to Section 2.5), Parent shall deliver to Seller Buyer a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price and the Assumed Liabilities (which together with any other amounts treated as consideration for this purpose shall be deemed to include any liabilities properly taken into account U.S. federal income tax purposes), as adjusted pursuant to Section 1001 of 2.5 and reasonably consistent with the Code) estimated allocation provided pursuant to Section 2.3(b), among the Purchased Assets and the Purchased Equity and, with respect to any Purchased Entity treated as disregarded for Income Tax purposes, further among the assets of those Purchased Entities (the Company“Allocation Schedule”). The Preliminary Allocation Schedule shall be reasonable with respect to the Purchased Assets, each Purchased Entity treated as disregarded for Income Tax purposes, and the 338(h)(10) Company Entities shall be prepared in accordance with Section section 1060 and section 338 of the Code and the Treasury Regulations thereunder. Ifpromulgated thereunder (and any similar, within ten (10) days following receipt applicable provisions of the Preliminary Allocation Schedulestate, the Seller does not notify Buyer local or foreign Law), in writing of its disagreement accordance with the Preliminary Allocation Schedule, the Preliminary methodologies set forth in Exhibit G. The Allocation Schedule shall be final and bindingas between the parties if Buyer notifies Parent in writing of its agreement with the Allocation Schedule or fails to respond to Parent within 20 days after delivery of the Allocation Schedule to Buyer by Parent (the “Final Allocation”). If, If Buyer notifies Parent in writing that Buyer objects to one or more items reflected in the Allocation Schedule within such ten (10)-day period, 20 days after delivery of the Seller so notifies Allocation Schedule to Buyer, Seller Parent and Buyer shall endeavor negotiate in good faith to resolve such disagreementdispute, and if they are able to do so shall make such revisions to the Preliminary extent Parent and Buyer agree to modifications, such modified Allocation Schedule shall become the Final Allocation. If ▇▇▇▇▇▇ and ▇▇▇▇▇ are unable to resolve any dispute with respect to the Allocation Schedule within 30 Business Days after the delivery of the Allocation Schedule to reflect such resolutionBuyer, which as revised shall be final each of Parent and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with Buyer may use its own allocation statement. (b) In the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any event an adjustment to the Purchase Price is made following the determination of the Final Allocation pursuant to Section 3.3. (b) If2.6(a), within 30 days following receipt of the Preliminary Final Allocation shall be further revised to reflect such adjustment. To the extent the Allocation Schedule by Seller (or such longer period any modifications thereof become the Final Allocation as Seller set forth in this Section 2.6, Parent and Buyer mutually agree)each agree to use, Seller and Buyer are unable cause their respective Affiliates to resolve make consistent use of, such disagreement, then each of Seller Allocation Schedule for Tax purposes and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationfile all Tax Returns (including IRS Form 8594) consistently therewith.

Allocation of Purchase Price. (a) For federal Seller and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating Buyers agree that the Purchase Price (which for this purpose as adjusted to reflect any Post-Closing Adjustment) and the Assumed Liabilities (plus other relevant items) shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) allocated among the assets of Purchased Assets and UK Shares for all purposes (including Tax and financial accounting) as shown on the Company. The Preliminary Allocation Schedule shall be reasonable and shall allocation schedule to be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunderthereunder (and any similar provision of state, local, or non-US law, as applicable) (the “Allocation Schedule”). If, within ten (10) days following receipt A draft of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final prepared by Buyers and bindingdelivered to Seller within ninety (90) days following the Closing Date. If, If Seller notifies Buyers in writing that Seller objects to one or more items reflected in the Allocation Schedule within such ten thirty (10)-day period, 30) days of receipt of the Seller so notifies Buyerdraft Allocation Schedule, Seller and Buyer Buyers shall endeavor negotiate in good faith to resolve such disagreementdispute; provided, however, that if Seller and if they Buyers are able unable to do so shall make such revisions resolve any dispute with respect to the Preliminary Allocation Schedule within one hundred eighty (180) days following the Closing Date, such dispute shall be resolved by the Independent Accountant. If Seller and Buyers mutually agree that applicable regulations require the final Allocation Schedule to reflect such resolutionbe completed prior to the time periods provided in this Section 2.08, which as revised Seller and Buyers shall be use commercially reasonable efforts to complete the final and binding. The Preliminary Allocation Schedule, upon becoming final and binding Schedule in accordance with such requirement. The fees and expenses of such accounting firm shall be borne equally between Seller, on the foregoingone hand, shall constitute and the “Final Allocation Schedule.” Each of Buyer Buyers, on the other hand. Buyers and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign all Tax Returns (including amended returns and claims for refund) and information reports in a manner that is inconsistent consistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment Any adjustments to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer 2.07 herein shall be entitled to allocate allocated in a manner consistent with the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationAllocation Schedule.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller Sellers shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company use reasonable efforts to agree in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of writing before the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions as to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each allocation of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets Assets under the methodology required by Section 1060 of the Company Internal Revenue Code of 1986, as amended (the “Code”). Buyer and Sellers acknowledge and agree that no portion of the Purchase Price or net proceeds received by Sellers from the sale of the Assets hereunder shall be allocated to the Leasehold Interests. If Buyer and Sellers cannot agree before the Closing as to such allocation, then no such agreement shall be required, but each party shall notify the other party within 90 days following the Closing Date of the Purchase Price allocation which it will report on IRS Form 8594. Each party shall file with its federal income tax return for the tax year in any manner it so determines in its sole discretion and neither shall have any obligation or liability which the Closing occurs IRS Form 8594 containing, if applicable, the information agreed to by the parties before the Closing, or, absent such agreement, the allocation of which such party provided notice to the other with respect party. If the parties agreed in writing before the Closing as to the allocation of the Purchase Price, then they shall use reasonable efforts to agree in writing as to any adjustment to such allocationallocation which is required by reason of a Purchase Price Adjustment. If the parties did not agree before the Closing as to the allocation of the Purchase Price, or agreed to such initial allocation but fail to agree on the adjustment which is required by reason of a Purchase Price Adjustment, then each party shall notify the other party within 90 days following a Purchase Price Adjustment of the Purchase Price allocation which it will report on IRS Form 8594, after taking such adjustment into account.

Allocation of Purchase Price. (a) For federal As soon as practicable following the Closing, Buyer shall determine in good faith the allocation of the Final Purchase Price and applicable statethe Assumed Liabilities among the Assets based upon good faith estimates of fair market values, local and other income Tax purposesshall present such determination to Seller for its review and approval, which shall not be unreasonably withheld. In the event that Buyer and Seller shall treat fail to agree on the sale and purchase allocation of the Equity Interests contemplated by this Agreement as a purchase by Buyer Final Purchase Price and the Assumed Liabilities within sixty (60) days of the assets Closing, all allocation matters in dispute shall be referred for final determination to an independent accounting firm of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule national standing (the “Preliminary Allocation ScheduleArbiter”) allocating selected by Seller, and reasonably acceptable to Buyer, the Purchase Price (expense of which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Companyborne equally by Seller and Buyer. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. IfPromptly, within ten but no later than thirty (1030) days following receipt after its acceptance of the Preliminary Allocation Scheduleappointment, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule Arbiter shall be final and binding. If, within such ten determine (10)-day period, the Seller so notifies Buyer, based solely on presentations by Seller and Buyer and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Final Purchase Price and Assumed Liabilities, which report shall endeavor to resolve such disagreementbe conclusive and binding upon the parties. Neither Buyer nor Seller, and if they are able nor any of their respective Affiliates, unless required to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoingby applicable law, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor take any of its Affiliates shall file any federalposition (whether in financial statements, stateaudits, local and foreign Tax Returns in a manner that tax returns or otherwise) which is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended final allocation determined by Buyer and Seller upon any adjustment to or, if applicable, the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt determination of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationArbiter.

Allocation of Purchase Price. Seller, Shareholders and Buyer agree that the Purchase Price and the Assumed Liabilities (aplus other relevant items) For federal shall be allocated among the Purchased Assets for all purposes (including Tax and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase financial accounting) as set forth in Section 1.06 of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule Disclosure Schedules (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 ). A draft of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable prepared by Buyer and shall be prepared in accordance with Section 1060 delivered to Seller within ten business days following the determination of the Code Post-Closing Adjustment and the Treasury Regulations thereunderFinal Working Capital Statement, in each case as defined in and pursuant to the T&L APA. IfSeller shall timely and properly prepare, within ten (10) days following receipt of the Preliminary execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare such Allocation Schedule, the . If Seller does not notify notifies Buyer in writing of its disagreement with that Seller objects to one or more items reflected in the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor negotiate in good faith to resolve such disagreementdispute; provided, and however, that if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other dispute with respect to the Allocation Schedule within thirty (30) days thereafter, such dispute shall be resolved by the Independent Accountant. The fees and expenses of such accounting firm shall be borne equally by Seller and Shareholders, on the one hand, and Buyer, on the other hand. Buyer, Seller and Shareholders shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. Neither Buyer, Seller nor any of the Shareholders shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocationAllocation Schedule unless required to do so by applicable law. For purposes of this Agreement, the term “Independent Accountant” means such independent accountant as agreed between the Parties.

Allocation of Purchase Price. (a) For Purchaser shall prepare a schedule illustrating the allocation of the Purchase Price, the Closing Reimbursement Payment and the portion of the Assumed Obligations, if any, constituting consideration for U.S. federal and applicable state, local and other income Tax tax purposes, Buyer and Seller among the Transferred Assets, which shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns be prepared consistently with such treatment. In accordance with such tax treatment, within 60 days following Code Section 1060 and the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule regulations promulgated thereunder (the “Preliminary Allocation Schedule”), and shall deliver the Allocation Schedule to Seller within 30 Business Days following the Closing Date. If within twenty (20) allocating days after the Purchase Price delivery of the Allocation Schedule, Seller notifies Purchaser in writing that it objects to the allocation set forth in the Allocation Schedule, the Parties shall use commercially reasonable efforts to resolve such dispute. In the event that the Parties are unable to resolve such dispute within twenty (which for this purpose 20) days after Seller notifies Purchaser in writing of its objection, the dispute shall be deemed resolved by the Accounting Firm in the same manner as disputes are intended to include any liabilities properly taken into account be resolved pursuant to Section 1001 of 2.6, and the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule adjusted to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute Schedule so revised (the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule ”) shall be amended by Buyer conclusive and Seller binding upon the Parties. In the event of any adjustment to the Purchase Price pursuant or the Closing Reimbursement Payment (or any other item of consideration for income Tax purposes) requiring an amendment to Section 3.3. (b) Ifthe Allocation Schedule, within 30 days following receipt of Purchaser shall amend the Preliminary Allocation Schedule by in accordance with the principles set forth in this Section 2.7 and shall provide such amended allocation to Seller (or such longer period as Seller and Buyer mutually agree)which, Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability subject to the other provisions set forth in this Section 2.7, shall become the Final Allocation Schedule). The Parties agree, unless otherwise required by Law, not to take any position inconsistent with respect to any such allocationthe Final Allocation Schedule for Tax reporting purposes.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer Purchaser shall deliver to Seller Seller, within thirty (30) calendar days after the Final Settlement Date, a schedule allocating the consideration paid by Purchaser among the Assets, including any intangible assets (the “Preliminary Allocation ScheduleProposed Final Allocation”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance a manner consistent with the Post-Closing Schedule and Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If, within ten The methodology for such allocation shall be set forth on Schedule 1.9. Seller shall have thirty (1030) calendar days following from receipt of the Preliminary Proposed Final Allocation Schedule, the to object in writing to such Proposed Final Allocation. If Seller does not notify Buyer object within such period the Proposed Final Allocation shall become final (the “Final Allocation”). If Seller provides written notice to Purchaser prior to the end of such period that objects to the Proposed Final Allocation, Purchaser and Seller shall negotiate in writing good faith to agree on the Final Allocation. If Purchaser and Seller do not agree on the Final Allocation within forty-five (45) calendar days of its disagreement Seller having provided written notice to Purchaser, then any dispute with respect to the Preliminary Final Allocation Schedule, the Preliminary Allocation Schedule shall be resolved by a nationally recognized accounting firm to be selected in accordance with Section 1.7(c). Any determination of such firm shall be made as soon as practicable and will be final and bindingbinding upon the parties. If, within such ten (10)-day period, The parties shall sign the Seller so notifies Buyer, Final Allocation once it has been finalized. Seller and Buyer shall endeavor Purchaser agree to resolve such disagreement(i) be bound, and if they are able cause any of their Affiliates to be bound, by the Final Allocation, (ii) prepare and file their Tax Returns on a basis consistent with the Final Allocation unless required to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolutionotherwise under Applicable Law and (iii) take no position, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor cause any of its their Affiliates shall file any federalto take no position, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Scheduleon any applicable Tax Return or in any administrative or judicial examination or other proceeding with respect to Taxes, unless required to do otherwise under Applicable Law. The In the event that the Final Allocation Schedule or the Estimated Allocation is disputed by any Governmental Entity, the party receiving notice of the dispute shall promptly notify the other party concerning resolution of the dispute. Each of Seller, on the one hand, and Purchaser, on the other hand, agrees to cooperate with the other in preparing Internal Revenue Service (“IRS”) Form(s) 8594 (including any such form(s) required to be amended by Buyer and Seller upon filed as a result of any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agreeconsideration paid hereunder), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to furnish the other with respect to a copy of such form(s) prepared in a draft form no later than sixty (60) calendar days before the due date for the filing of such form(s) (including any such allocationextensions).

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat The portion of the sale and purchase of Purchase Price allocated to the Equity Interests contemplated by this Agreement as a purchase by Buyer in each of the assets Purchased Entities and to the other Purchased Assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 each Seller (Situation 2net of Assumed Liabilities) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following be as set forth on Schedule D. Prior to the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation ScheduleClosing, the Seller does not notify Buyer in writing of its disagreement with parties shall adjust the Preliminary Allocation Schedule, the Preliminary Allocation allocation set forth on Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule D to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding the Net Cash Adjustment in accordance with the foregoingApplicable Accounting Principles. Following Closing, the parties shall constitute further adjust the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates allocation set forth on Schedule D to reflect the final Closing Statement. To the extent permitted by Law, this allocation shall file any be binding on the parties for federal, state, local local, foreign and foreign other Tax Returns in reporting purposes, and no party will assert or maintain a manner that is position inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3this allocation. (b) If, within 30 days following receipt The amount set forth on Schedule D for the Purchased Assets (other than Equity Interests in Purchased Entities) of Honeywell plus those Assumed Liabilities of Honeywell that constitute liabilities for federal income tax purposes (the “Gross U.S. Purchase Price”) and shall be allocated among the Purchased Assets of Honeywell in the manner required by section 1060 of the Preliminary Allocation Code as shown on an allocation schedule to be prepared by Purchaser as soon as practicable after the Closing Date. The template of the allocation schedule is attached hereto as Schedule E. Purchaser shall provide Honeywell with such allocation schedule and Purchaser shall make such revisions or changes to such schedule as shall be reasonably requested by Seller (or such longer period as Seller Honeywell and Buyer mutually agree)approved by Purchaser, Seller each acting in good faith. In the event Purchaser and Buyer Honeywell are unable to resolve agree on the allocation of the Gross U.S. Purchase Price in such disagreementmanner, then each of Seller (acting reasonably and Buyer in good faith) shall be entitled free to allocate the Purchase Price among the assets do its own allocation of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.Gross U.S.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 Within 90 days following the completion of the Closing Date Balance SheetClosing, Buyer Purchaser shall deliver to Seller a schedule statement (the “Preliminary Allocation SchedulePurchase Price Allocation”) ), allocating the Purchase Price (which for this purpose shall be deemed plus the Assumed Liabilities, to include any liabilities the extent properly taken into account pursuant to under Section 1001 1060 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared Business Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunderCode. If, within ten (10) 20 days following receipt after the delivery of the Preliminary Allocation SchedulePurchase Price Allocation, the Seller does not notify Buyer notifies Purchaser in writing of its disagreement with that Seller objects to the Preliminary Allocation Schedule, allocation set forth in the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies BuyerPurchase Price Allocation, Seller and Buyer Purchaser shall endeavor use commercially reasonable efforts to resolve such disagreement, and if they are able to do so shall make such revisions to dispute within 20 days. In the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees event that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer Purchaser are unable to resolve such disagreementdispute within 20 days, then each Purchaser and Seller shall jointly retain the Tax Accounting Referee (which may in turn select an appraiser if needed) to resolve the disputed items. Upon resolution of Seller and Buyer shall be entitled to allocate the disputed items, the allocation reflected on the Purchase Price among the assets Allocation shall be adjusted to reflect such resolution. The costs, fees and expenses of the Company Tax Accounting Referee shall be borne equally by Seller and Purchaser. If the Purchase Price is adjusted after the parties agree to such an allocation of the Purchase Price (including pursuant to Section 8.06 hereof), then appropriate adjustments as determined by the parties in any manner it so determines in its sole discretion and neither good faith shall have any obligation or liability be made to the other with respect to any such allocation. Seller and Purchaser shall, and shall cause their respective Affiliates, to act in accordance with the final versions of the allocations described in this Section 5.08(a) in the preparation, filing and audit of any Tax Return.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 Within 30 days following the completion of after the Closing Date Balance SheetDate, the Buyer shall deliver to Seller the Sellers a draft schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any and the liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price Company among the assets of the Company for all purposes (including Tax and financial accounting) in a manner consistent with the fair market values of such assets (the "Draft Purchase Price Allocation"). If the Sellers have any manner it so determines objection to the Draft Purchase Price Allocation, the Sellers shall deliver a detailed statement describing their objections to the Buyer within 5 days after receiving the Draft Purchase Price Allocation. The Buyer and the Sellers will use reasonable efforts to resolve any such objections themselves. If the Buyer and Sellers do not finally resolve any of the objections within 5 days after the Buyer has received the statement of objections, however, the Buyer and the Sellers will select, within 5 days, a nationally recognized independent accounting firm mutually acceptable to each Party, the agreement to the selection which shall not be unreasonably withheld, to resolve any such differences (the "Arbitrator"). The Arbitrator shall settle any remaining dispute by selecting the position of the Party that the Arbitrator determines, in its sole discretion discretion, to be the most correct. The determination of the Arbitrator shall be set forth in writing, delivered to each of the Buyer and neither the Sellers and shall have be conclusive and binding on the Parties and shall be non-appealable. The Party whose position is not chosen by the Arbitrator shall pay all expenses of the Arbitrator. The Draft Purchase Price Allocation, as adjusted for any obligation or liability items of dispute resolved by the Buyer and the Sellers and for any determinations of the Arbitrator shall be referred to herein as the other with respect to any such allocation."Final

Allocation of Purchase Price. Within sixty (a60) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat days after the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion final determination of the Closing Date Balance SheetAdjustment Amount pursuant to Section 3.02(b) above, Buyer shall deliver to Seller prepare a schedule (the “Preliminary Allocation Schedule”) allocating with an allocation of the Purchase Price Price, as adjusted to account for the Closing Adjustment Amount, together with Assumed Liabilities (which for this purpose shall be deemed to include any liabilities the extent properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared included in accordance with Section 1060 of the Code Code) and capitalized costs (collectively, the "Allocation Amount") among the Assets and the Treasury Regulations thereundercovenant not to compete described in Section 8.01 hereof (the "Allocation") and present it to Predictive for review. If, within Predictive shall have ten (10) days following after receipt of the Preliminary Allocation Schedule, the Seller to agree or disagree with Buyer's Allocation. If Predictive does not notify object within this ten (10) day period to the Allocation then the Allocation will be deemed accepted by the Seller. In the event Predictive objects to the Allocation, Buyer and Predictive shall endeavor in writing good faith to agree upon an allocation of its disagreement the Allocation Amount for all tax purposes in a manner consistent with the Preliminary provisions of Section 1060 of the Code. A preliminary allocation, based upon the parties' mutual best estimate of the Allocation ScheduleAmount, is set forth on Schedule 3.03 attached hereto. If Buyer and Predictive have agreed on an allocation of the Preliminary Allocation Schedule Amount, then each party hereto shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding report this transaction for all tax purposes in accordance with such final allocation of the foregoingAllocation Amount, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule which shall be amended by Buyer and Seller upon any adjustment reflected on a revised, final Schedule 3.03 to be attached hereto. Solely for purposes of this Section 3.03, the Purchase Price pursuant shall be deemed to Section 3.3. (b) If, within 30 days following receipt equal the value of the Preliminary Allocation Schedule Shares on the Closing Date, as determined by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability reference to the other with respect to any such allocationmean between the high and low sales prices of a share of common stock of Predictive on the last business day immediately preceding the Closing Date.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within Within 60 days following the completion determination of the Closing Date Balance SheetFinal Purchase Price pursuant to Section 1.6, Buyer Allscripts LLC shall deliver provide to Seller Purchaser a schedule (the “Preliminary Allocation Schedule”) allocating the final Purchase Price (which for this purpose shall be deemed plus the Assumed Liabilities, to include any liabilities the extent properly taken into account pursuant to under Section 1001 1060 of the Code) among the assets Purchased Assets and the covenants contained in Section 5.8 (the “Allocation Schedule”). If Purchaser does not provide notice of disagreement to Allscripts LLC within 30 days of receiving the Company. The Preliminary Allocation Schedule, the Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of binding as the Code and final Allocation Schedule (the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Scheduleas finalized pursuant to this Section 1.7, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each ”). If Purchaser provides notice of Buyer disagreement to Allscripts LLC within such 30-day period, Allscripts LLC and Seller agrees that neither it nor any of its Affiliates Purchaser shall file any federaldiscuss in good faith Purchaser’s disagreement and, state, local if Allscripts LLC and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, Purchaser resolve such disagreements within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller agreed between the parties) of Purchaser receiving the Allocation Schedule, the Allocation Schedule shall be revised to reflect such resolution and Buyer mutually agree), Seller as so revised shall be the Final Allocation Schedule. If Allscripts LLC and Buyer Purchaser are unable to resolve such disagreementdisagreements within such 30 days (or such longer period as agreed between the parties), then each of Seller Allscripts LLC and Buyer Purchaser shall be entitled to allocate the final Purchase Price among in the assets of the Company in any manner it so determines in its sole discretion discretion, and neither party shall have any obligation or liability to the other with respect to such allocations. The parties agree (and agree to cause each of their respective Affiliates) to utilize the allocation set forth in any such allocationFinal Allocation Schedule for all Tax purposes, including the filing of all Tax Returns and in the course of all Tax-related proceedings, unless otherwise required by applicable Law pursuant to a final determination in connection therewith.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 on or before thirty (Situation 230) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of after the Closing Date Balance Sheet, Buyer shall deliver initially determine and send to Seller Purchaser a schedule (containing the “Preliminary Allocation Schedule”) allocating allocation of the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of and the Code) Assumed Liabilities among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Purchased Assets as is required by Section 1060 of the Code (the "Allocation Schedule"). The Allocation Schedule will be deemed to be accepted by Purchaser unless Purchaser provides a written notice of disagreement to Seller within five (5) business days after receipt of the Allocation Schedule. If Purchaser provides such written notice, Seller and the Treasury Regulations thereunderPurchaser shall proceed to negotiate in good faith to create a mutually acceptable Allocation Schedule. If, If no mutually acceptable Allocation Schedule is created within ten (10) business days following of Seller's receipt of the Preliminary Allocation Schedulewritten notice of disagreement, then an independent accountant mutually satisfactory to the Seller does not notify Buyer in writing of its disagreement with and Purchaser (the Preliminary Allocation Schedule, the Preliminary Allocation Schedule "Independent Accountant") shall be final and binding. If, within such ten (10)-day period, engaged to determine the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final fees for such determination shall be borne by Purchaser, unless the Independent Accountant disagrees materially with the Allocation Schedule originally submitted by Seller, in which case such fees shall be amended borne by Buyer Seller. Such determination by the Independent Accountant, or the original Allocation Schedule if not objected to by the Purchaser, shall be binding and Seller upon any adjustment conclusive to all parties to the Agreement and all parties shall file all relevant tax returns consistent with such final determination, unless otherwise required by applicable law; provided, however, that if the Purchase Price pursuant to or the Assumed Liabilities is adjusted in accord with Section 3.3. (b) If2.3 of this Agreement, within 30 days following receipt the Allocation Schedule otherwise determined shall be adjusted in accord with the requirements of Section 1060 of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationCode.

Allocation of Purchase Price. Within 75 days after the Closing Date, Purchasers will deliver to Seller proposed Schedule 9.5(j) (a) For federal and applicable statethe "Allocation Schedule"), local and other income Tax purposes, Buyer and Seller which shall treat the sale and purchase set forth an allocation of the Equity Interests total amount of the consideration paid by Purchasers to Seller in connection with the consummation of the transactions contemplated by this Agreement as a purchase to the Assets acquired by Buyer Purchasers from Seller hereunder. The allocation shall take into account an appraisal prepared by PricewaterhouseCoopers, or another nationally recognized appraiser reasonably acceptable to Purchasers and Seller, who shall be retained by Purchasers at Purchasers' expense. Seller shall reasonably cooperate in providing information and assistance to any such appraiser. Within ten Business Days after delivery of the assets Allocation Schedule by Purchasers to Seller, Seller will notify Purchasers in writing whether Seller approves or disapproves the Allocation Schedule; provided, however, that Seller will not disapprove the Allocation Schedule unless Seller determines in its reasonable judgment that (i) either the appraisal is not reasonably supportable or the allocation proposed by Purchasers on the Allocation Schedule is not reasonably consistent with the appraisal, and (ii) that the allocation proposed by Purchasers on the Allocation Schedule will result in Seller being required to recognize both ordinary income and capital loss in an amount that is more than de minimus. Unless Seller disapproves the Allocation Schedule pursuant to the immediately preceding sentence, the Allocation Schedule will be attached to and incorporated as part of this Agreement within 90 days after the Company in accordance with Revenue Ruling 99-6Closing Date, 1999-1 C.B. 432 (Situation 2) and all parties to this Agreement shall prepare and file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax applicable Returns in a manner that is inconsistent consistent with the Final allocation set forth on the Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. As soon as practicable after the determination of the Final Net Inventory/Liability Statement, Seller will prepare and deliver to Buyer a statement (athe “Allocation Statement”) For federal reflecting (i) the allocation of the Purchase Price among the Purchased Assets (other than the assets of GCC) and applicable state, local the Purchased Securities and other income Tax purposes(ii) an allocation of the ADSP (as such term is defined in Treasury Regulations Section 1.338-4) for GCI among the assets of GCI (including the GP Interest owned by GCI and the assets of GCC) in accordance with the Treasury regulations promulgated under Section (MP) 08481/006/APA/APA.doc 338(h)(10). If within 10 days after the delivery of the Allocation Statement Buyer notifies Seller in writing that Buyer objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be use commercially reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor efforts to resolve such disagreementdispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and if they are able Seller shall jointly retain the Independent Accountant to do so resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall make such revisions to the Preliminary Allocation Schedule be adjusted to reflect such resolution. The costs, which as revised fees and expenses of the Independent Accountant pursuant to this Section 4.03 shall be final and bindingborne by Buyer. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall execute and file any federal, state, local and foreign all Tax Returns in a manner consistent with the allocation as set forth on the Allocation Statement and shall not take any position before any taxing authority or in any judicial proceeding that is inconsistent with such allocation. As soon as practicable after the Final Allocation ScheduleClosing, Seller will file a form 8023 with the IRS. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to shall each timely file a Form 8594 with the Purchase Price pursuant to IRS in accordance with the requirements of Section 3.3. (b) If, within 30 days following receipt 1060 of the Preliminary Allocation Schedule by Seller Internal Revenue Code of 1986, as amended (or such longer period as Seller and Buyer mutually agreethe “Code”), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase agree on an allocation of the Equity Interests contemplated by this Agreement Purchase Price and Assumed Liabilities (and any other amounts treated as a purchase by Buyer of paid in consideration for the assets of Transferred Assets and the Transferred Company in accordance with Revenue Ruling 99-6for applicable Tax purposes) among Seller, 1999-1 C.B. 432 (Situation 2) the Transferred Company and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule Asset Selling Affiliates (the “Preliminary Allocation”). The Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to consistent with this Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable 2.05, applicable Tax Law, including Sections 1060 and shall be prepared in accordance with Section 1060 338 of the Code and any Laws relating to Transfer Taxes, and Schedule 2.05(a). (b) Within 15 business days after the Treasury Regulations thereunder. Ifdate of this Agreement, within ten (10) days following receipt Seller shall deliver to Buyer a schedule containing an estimate of the Preliminary percentage of the Purchase Price allocable to each of the ten countries that Seller estimates to have the ten highest such percentages. Such schedule will be for informational purposes only and will not be binding on either Buyer or Seller for any purpose, including with respect to the Proposed Allocation Scheduledescribed in the immediately following sentence. Within 60 days after the date of this Agreement, Seller shall deliver a draft of the Allocation (the “Proposed Allocation”) to Buyer. Except as provided in Section 2.05(c) and Section 2.05(d), at the close of business on the 45th day after delivery of the Proposed Allocation, the Proposed Allocation shall become binding upon Buyer and Seller does not notify as the Allocation, including for purposes of determining the “Purchase Price” with respect to each Country Transfer Agreement. (c) Buyer shall raise any objection (so long as such objection is reasonable) to the Proposed Allocation in writing within 45 days of its disagreement with the Preliminary delivery of the Proposed Allocation. Buyer and Seller shall negotiate in good faith to resolve any dispute within 45 days after delivery of any objection to the Proposed Allocation. If Buyer and Seller resolve in writing all such disputes concerning the Proposed Allocation Schedulewithin 45 days after delivery of such objection, the Preliminary Allocation Schedule shall be final and binding. IfProposed Allocation, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule as amended to reflect such resolution, which shall become binding upon Buyer and Seller as revised the Allocation, including for purposes of determining the “Purchase Price” with respect to each Country Transfer Agreement. (d) If Buyer and Seller cannot agree on the Allocation within 45 days after delivery of any objection to the Proposed Allocation, then all remaining disputed items shall be submitted for resolution by an independent appraisal firm mutually selected by Buyer and Seller or, if the parties are unable to agree, an independent appraisal firm selected by Seller’s and Buyer’s independent accounting firms (such firm, the “Appraisal Firm”). Buyer and Seller shall each request that the Appraisal Firm make a final and bindingdetermination in writing as to the disputed items within 30 days after such submission. The Preliminary Proposed Allocation Schedule, upon becoming final and binding shall be amended in accordance with the foregoingwritten findings of the Appraisal Firm, and the Proposed Allocation, as so amended, shall constitute the “Final Allocation Schedule.” Each of become binding upon Buyer and Seller agrees that neither it nor any as the Allocation, including for purposes of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent determining the “Purchase Price” with the Final Allocation Schedulerespect to each Country Transfer Agreement. The Final fees, costs and expenses of the Appraisal Firm pursuant to this Section 2.05 shall be borne one-half each by Buyer and Seller. (e) The Allocation Schedule shall be amended by Buyer and Seller upon to reflect any adjustment adjustments (including those described in Section 2.04) to the Purchase Price under this Agreement, and any other adjustments mutually agreed to between the parties. If, after all adjustments to the Allocation are made, the Allocation with respect to the Closing Inventory or the property, plants and equipment of Seller, the Transferred Company or any Asset Selling Affiliate, when expressed in the relevant local currency at the Exchange Rate used to determine the Closing Inventory and the property, plants and equipment, is different from the local currency net book value recorded on the statutory books for the Transferred Assets of Seller or such Asset Selling Affiliate as of the Applicable Closing Date, then the Allocation with respect to the Closing Inventory or the property, plants and equipment (as applicable) of Seller or such Asset Selling Affiliate shall be adjusted so that it is equal to such local currency net book value, and the parties will mutually agree to a corresponding upward or downward adjustment (as appropriate) elsewhere in the Allocation. (f) Each of Seller, Buyer and their respective Affiliates shall prepare and timely file its Tax Returns (including Internal Revenue Service Form 8594) on a basis consistent with the Allocation and shall take no position inconsistent with the Allocation on any Tax Return or in any proceeding before any Taxing Authority or otherwise, except as required by applicable Law. In the event that the Allocation is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and both Seller and Buyer agree to use their commercially reasonable efforts to defend such Allocation in any audit or similar proceeding, and the dispute shall be governed by the procedures for Claims in Section 10.05. (g) To the extent that the amounts paid to Seller or any Asset Selling Affiliate on the Principal Closing Date are not equal to the portion of the Purchase Price allocated to Seller or such Asset Selling Affiliate in the Allocation, as adjusted pursuant to Section 3.3. 2.05(e) (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to Seller or any Asset Selling Affiliate, the “Allocated Purchase Price”), the parties shall, and shall cause their respective Affiliates to, take all necessary actions to refund, repay and redistribute as promptly as reasonably practicable any amounts paid to Seller or any Asset Selling Affiliate in excess of Seller’s or such Asset Selling Affiliate’s Allocated Purchase Price, such that, after giving effect to any such allocationrefunds, repayments and redistributions, the amounts received by Seller and each Asset Selling Affiliate shall be equal to Seller’s or such Asset Selling Affiliate’s Allocated Purchase Price, as adjusted pursuant to Section 2.05(b).

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller agree that for purposes of calculating the initial amount of any transfer Tax imposed by the state of South Carolina in connection with this Agreement the allocation of Purchase Price (i) to the Tangible Personal Property shall treat be equivalent to the sale fair value of such Tangible Personal Property as set forth in Schedule 2.1(a) and purchase (ii) to the Inventory, which is being purchased for resale, shall be equivalent to the fair values therefor as set forth on the Estimated Closing Date Working Capital Statement. Following the determination of the Equity Interests contemplated Final Working Capital, for purposes of calculating the final amount of any transfer Tax imposed by the state of South Carolina in connection with this Agreement the allocation of Purchase Price to the Tangible Personal Property and Inventory shall be equivalent to the fair values therefor as a purchase by reflected in the calculation of Final Working Capital, if any such fair values are different than the fair value determined pursuant to the preceding sentence of this Section 2.10(a). Buyer and Seller will be liable for any such Transfer Taxes as provided in Section 2.12. (b) Within ninety (90) days after the determination of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance SheetFinal Working Capital, Buyer shall deliver provide to Seller a schedule proposed allocation of the Purchase Price among the asset classes (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 determined in accordance with section 1060 of the Code) among , the assets of Treasury regulations promulgated thereunder, and the Companyprinciples established on Schedule 2.10. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. Ifbinding on the Parties unless, within such ten thirty (10)-day period, the Seller so notifies Buyer30) days after delivery thereof, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions delivers a written notice to the Preliminary Buyer of its reasonable objections to the Allocation Schedule. If Seller does not object to the Allocation Schedule within the applicable period or the Parties otherwise come to reflect an agreement with respect to all such resolutionobjections, which as revised such Allocation Schedule shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with on the foregoing, shall constitute Parties (the “Final Allocation Schedule.” Each ”). The Parties agree to consult and resolve in good faith any such objections. If the Parties are not able to agree upon the Allocation Schedule, then the Allocation Schedule shall be determined by the Independent Accountant, based upon the relative fair market value of Buyer the Assets. The cost of the Independent Accountant shall be borne equally by the Parties. The Parties and Seller agrees their Affiliates agree that neither it nor each will (i) be bound by the Final Allocation Schedule for the purposes of determining any of its Affiliates shall file any federalTaxes, state, local and foreign (ii) report for Tax Returns purposes the transactions consummated pursuant to this Agreement in a manner consistent with the Final Allocation Schedule, (iii) timely file a copy of Internal Revenue Service Form 8594 with its appropriate federal and other Tax Returns, and (iv) not take any Tax position that is inconsistent with the Final Allocation Schedule on any applicable Tax Return or in any proceeding before any taxing authority. In the event that the Final Allocation Schedule is disputed by any taxing authority, the Party receiving notice of such dispute will promptly notify the other Parties, and the Parties will consult in good faith how to resolve such dispute in a manner consistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment adjusted in accordance with the determination of the Final Purchase Price. Notwithstanding the foregoing, the allocation of Purchase Price to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of Tangible Personal Property and Inventory set forth in the Preliminary Final Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company respective amounts set forth in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationSection 2.10(a).

Allocation of Purchase Price. (a) For Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) purposes among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable Purchased Assets for all purposes (including tax and shall be prepared financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations thereunderpromulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within ten thirty (1030) calendar days following of Sellers’ receipt of the Preliminary Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation ScheduleObjection Notice”) of any objections that they have to such allocation, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule ▇▇▇▇▇’s proposed allocation shall be final and bindingbinding to all parties. IfIf Sellers timely deliver to Buyer a Seller Allocation Objection Notice, within such ten (10)-day period, the Seller so notifies Buyer, Seller then Buyer and Buyer Sellers shall endeavor work together in good faith to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and bindingdisputed items. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of If Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of ▇▇▇▇▇’s receipt of the Seller Allocation Objection Notice (or such disagreementlater date as Buyer and Sellers may agree), then each Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of Seller national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall be entitled to allocate determine the Purchase Price among final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the assets Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationCode).

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposesWithin sixty (60) days following the Closing, Buyer and Seller shall treat the sale negotiate and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller draft a schedule (the “Preliminary Allocation Schedule”) allocating the Closing Purchase Price (which including, for purposes of this purpose shall be deemed to include any Section 3.2, the liabilities properly taken into account pursuant to Section 1001 of the Codetreated as assumed by Buyer for federal income Tax purposes) among the assets of the Companytreated as purchased by Buyer for federal income Tax purposes. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt If Buyer and Seller cannot agree on the form of the Preliminary Allocation Schedule within such 60-day period, after having exercised reasonable efforts, then Buyer and Seller shall promptly, but in any event no later than five (5) Business Days after the end of such 60-day period, engage the Arbitrating Accountant to resolve the unresolved disagreements as to the form of the Allocation Schedule as promptly as reasonably practicable and to deliver written notice to each of Buyer and Seller setting forth its resolution of such disagreements. Buyer and Seller shall instruct the Arbitrating Accountant to resolve such disagreements in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. The Allocation Schedule, after giving effect to the Seller does not notify Buyer in writing resolution of its disagreement with disagreements by the Preliminary Allocation ScheduleArbitrating Accountant, the Preliminary Allocation Schedule shall be final and bindingbinding on Buyer and Seller. IfBuyer and Seller each agrees that promptly upon receiving said Allocation Schedule it shall return an executed copy thereof to the other party. (b) If the Closing Purchase Price is adjusted at any time after the Allocation Schedule is drafted and executed by each party, within thirty (30) days following such ten (10)-day periodadjustment, the Seller so notifies Buyerparties shall, Seller in accordance with Section 3.2(a), negotiate and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary draft a revised Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Scheduleadjustment.” Each of (c) Buyer and Seller each agrees that neither it nor any of its Affiliates shall to file any Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns Returns, in a manner that is inconsistent accordance with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment each agrees to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to provide the other promptly with respect any other information required to any such allocationcomplete Internal Revenue Service Form 8594.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement As promptly as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days practicable following the completion Closing, but no later than twenty (20) days prior to the due date for the Tax Return of Invacare for the taxable year that includes the Closing Date Balance SheetDate, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating provide Invacare an allocation of the Purchase Price (which including the Assumed Liabilities and as adjusted hereunder and any other amounts treated as consideration for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the CodeU.S. federal income Tax purposes) among the assets of Purchased Assets (the Company“Allocation Schedule”). The Preliminary Allocation Schedule Invacare shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within have ten (10) days following from receipt of the Preliminary Allocation ScheduleSchedule to deliver written comments to Buyer on the Allocation Schedule (the “Allocation Comments”), and Buyer shall incorporate any reasonable changes to the Seller Allocation Schedule as Invacare may request in the Allocation Comments, as determined by Buyer. Buyer shall deliver to Invacare a final Allocation Schedule no more than five (5) days after receipt of the Allocation Comments. If Invacare does not notify Buyer in writing of its disagreement with deliver Allocation Comments within the Preliminary Allocation Scheduletime frame specified above, then the Preliminary Allocation Schedule as delivered by Buyer to Invacare shall be final and bindingbinding on the Parties. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions Any adjustments to the Preliminary Allocation Schedule to reflect such resolution, which as revised Purchase Price shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding allocated in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final After the Allocation Schedule has been finalized, the Parties shall make consistent use of the Allocation Schedule for all Tax purposes and in all filings, declarations, and reports with the Governmental Authority in respect thereof, including the reports required to be amended by Buyer and Seller upon filed under Section 1060 of the Code. In any adjustment proceeding related to the Purchase Price pursuant to Section 3.3. (b) Ifdetermination of any Tax, within 30 days following receipt of neither Buyer nor Invacare shall contend or represent that the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such is not a correct allocation.

Allocation of Purchase Price. Schedule 11(a) sets forth the tentative allocation (athe "Tentative Allocation Schedule") For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of price among the assets of acquired and liabilities assumed. Buyer, Seller and Acquiree acknowledge that the Company allocation contained in the Tentative Allocation Schedule is based upon the purchase price calculated in accordance with Revenue Ruling 99-6paragraph l(b). Buyer, 1999-1 C.B. 432 (Situation 2) Seller and shall file all Tax Returns consistently with such treatment. In Acquiree further acknowledge that the Final Purchase Price determined in accordance with such tax treatment, within 60 days following Paragraph l(d) shall serve as the completion basis for a final revised allocation (the "Final Allocation Schedule") of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Final Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets acquired and liabilities assumed by Buyer in connection with this Agreement. All allocations utilized in connection with the determination of the Company. The Preliminary Final Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 338(h)(10) of the Code and the Treasury Regulations applicable regulations promulgated thereunder. If, Seller shall have the right to review the Final Allocation Schedule and Seller and Buyer shall consult and resolve in good faith any issues arising as a result of Seller's review of such schedule. If the parties are unable to resolve any dispute within ten (10) five business days following receipt of the Preliminary receipt by Seller of the Final Allocation Schedule, the Seller does not notify Buyer parties shall jointly request an independent accounting firm, selected in writing of its disagreement with the Preliminary Allocation Schedulesame manner as described in paragraph l(d), the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreementany dispute as promptly as possible, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt one half of the Preliminary Allocation Schedule cost of such resolution to be borne by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled Buyer. If such independent accounting firm is unable to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other make a determination with respect to any dispute prior to the due date for the filing of any required tax return for which such allocationdetermination is necessary, Buyer and Seller shall file such return without such determination having been made, subject, however, to the parties' obligation thereafter to file amended returns reflecting the final decision by the independent accounting firm. Seller and Buyer (i) shall be bound by the allocation contained in the Final Allocation Schedule for purposes of determining any and all consequences with respect to income taxes associated with the transactions contemplated herein; (ii) shall prepare and file all returns required to be filed with any taxing authority in a manner consistent with such allocations; (iii) shall take no position inconsistent with such allocation in any return, in any discussion with or preceding before any taxing authority, or otherwise. In the event such allocation is disputed by any taxing authority and in the event that the applicable statute of limitations has not expired with respect to either party, the party receiving notice of such dispute shall promptly notify and consult with the other party hereto concerning resolution of such dispute, and no such dispute shall be finally settled or compromised without the mutual consent of Seller and Buyer, which consent shall not be unreasonably withheld.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver The parties agree to Seller a schedule (the “Preliminary Allocation Schedule”) allocating allocate the Purchase Price (which for this purpose shall be deemed to include including any liabilities properly taken into account pursuant to amounts paid under Section 1001 of 1.6) and the Code) Assumed Liabilities among the assets of the CompanyPurchased Assets in accordance with an allocation schedule to be prepared jointly by Buyer and Seller. The Preliminary Allocation Schedule shall be reasonable and Such allocation schedule shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunderCode. If, within ten Buyer shall deliver a draft of such schedule no later than ninety (1090) days following receipt the Closing Date to Seller. Seller shall have the right, for thirty (30) days after such delivery, to review and object to such draft. Buyer and Seller shall seek in good faith for thirty (30) days thereafter to resolve any disagreements between them with respect to such draft. Any disagreements remaining between Buyer and Seller after such thirty (30)-day period shall be resolved by the Tax Accountant based solely on submissions of the Preliminary Allocation Scheduleparties and the Tax Accountant shall choose the allocation of either Buyer or Seller as the proper allocation, and any determination by the Seller does not notify Buyer in writing of its disagreement Tax Accountant with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule respect thereto shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of on Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federalabsent manifest error (the allocation schedule, stateas so agreed upon by the parties and as so determined by the Tax Accountant, local and foreign Tax Returns in a manner that is inconsistent with the Final “Allocation Schedule”). All expenses of the Tax Accountant shall be paid by the non-prevailing party. The Final Allocation Schedule shall be amended by Buyer and Seller upon to reflect any adjustment to the Purchase Price pursuant to adjustment under Section 3.3. (b) If1.6 in a manner consistent with the procedures set forth in this Section 1.7. The parties shall each report the federal, within 30 days following receipt state and local and other Tax consequences of the Preliminary purchase and sale contemplated hereby (including the filing of Internal Revenue Service Form 8594) in a manner consistent with the Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in not take any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other inconsistent position with respect to any such allocationthe Allocation Schedule unless otherwise required by applicable Laws.

Allocation of Purchase Price. (a) For federal The Purchase Price and applicable state, local Assumed Liabilities shall be separately allocated for Tax purposes among the Foreign Purchased Assets and other income Tax purposes, Buyer and Seller shall treat the sale and purchase U.S. Purchased Assets as of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatmentEffective Time. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall prepare and deliver to Seller a for review an allocation schedule setting forth Buyer’s determination of such allocation (the “Preliminary Allocation Schedule”) allocating within sixty (60) days after the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account is finally determined pursuant to Section 1001 of 3.2, which Allocation Schedule, to the Code) among extent it related to the assets of the Company. The Preliminary Allocation Schedule U.S. Purchased Assets, shall be reasonable and shall be prepared in accordance with Section 1060 of the Code Code. Within thirty (30) days after receipt of such Allocation Schedule, Seller will notify Buyer in writing of any changes it proposes to the Allocation Schedule. Buyer and Seller will endeavor in good faith to resolve any differences between them with respect to the Treasury Regulations thereunderAllocation Schedule within thirty (30) days after Buyer’s receipt of written notice given by Seller pursuant to the preceding sentence and, if they are able to do so, the Allocation Schedule shall become final; provided, however, that in the event there are any adjustments to the Purchase Price pursuant to this Agreement, Buyer and Seller shall agree upon a revision to the Allocation Schedule that reflects the proportionate change amongst those classes of assets (or assets that correspond to the Assumed Liabilities), including goodwill, that caused the adjustment to the Purchase Price. IfIf Buyer and Seller are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days, then within ten (10) days following receipt of the Preliminary Allocation Schedule, election of either the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Scheduleor Buyer, the Preliminary Allocation Schedule such dispute shall be final resolved by the Independent Accountant in accordance with Section 3.2. Buyer and binding. If, within such ten Seller agree to file Internal Revenue Service (10)-day period, the Seller so notifies Buyer, Seller “IRS”) Form(s) 8594 and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding all Tax Returns in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each , as adjusted pursuant to the preceding sentence, and neither of Buyer and Seller agrees them shall thereafter take a Tax position on any Tax Return or otherwise that neither it nor is inconsistent with such allocation unless required to do so pursuant to an audit or other inquiry or examination by the IRS or other Governmental Authority. Should a disagreement arise with the IRS or other Governmental Authority with respect to the agreed-upon allocation among the Purchased Assets, any of its Affiliates shall file any federal, state, local and foreign Tax Returns in party may negotiate a manner change to such allocation that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule if necessary to settle an examination dispute with the IRS or other Governmental Authority, which shall be amended by Buyer and Seller upon any adjustment deemed to the Purchase Price pursuant be done for settlement purposes only, so as to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to not impact the other with respect to any such allocationparty’s Tax Return positions.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller The parties shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating allocate the Purchase Price (which for including the Assumed Liabilities) and other relevant items (including amounts attributable to the covenants contained in Sections 5.6 and 5.7) in accordance with an allocation schedule (the "Tax Allocation Schedule"). For purposes of this purpose Section 2.3, the value of the Buyer Shares included in the Purchase Price shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 the mean of the Code) among the assets highest and lowest trading price of the Company. The Preliminary shares of Common Stock on the Closing Date during regular trading hours of 9:30 a.m. to 4:00 p.m., as shown by the NASD automated quotation system. (b) No later than five days prior to the Closing Date, the Seller shall provide to the Buyer the Tax Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and Code. If the Treasury Regulations thereunder. If, within ten (10) days following receipt of Buyer does not object prior to the Preliminary Allocation ScheduleClosing Date, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Tax Allocation Schedule shall be treated as the agreed final allocation. If Buyer objects in writing to the Seller with respect to any item set forth in the Tax Allocation Schedule prior to the Closing Date, any dispute shall be resolved by the parties in good faith and bindingin a timely fashion on or prior to the Closing Date. If, within Following the resolution of any such ten (10)-day perioddispute, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Tax Allocation Schedule shall be revised to reflect such resolutionresolution and, which as revised upon revision, shall be final and bindingbinding on the parties. The Preliminary Allocation Schedule, upon becoming final parties shall cooperate with each other and binding to provide each other with such information as the other may reasonably request in accordance connection with the foregoing, shall constitute determination of the “Final Tax Allocation Schedule.” (c) Each of Buyer and Seller agrees that neither it nor any of its Affiliates the parties shall file any report the federal, state, state and local and foreign other Tax Returns consequences of the purchase and sale contemplated by this Agreement (including the filing of IRS Form 8594) in a manner that is inconsistent consistent with the Final Allocation Schedule. The Final Tax Allocation Schedule and shall not take any inconsistent position with respect to the Tax Allocation Schedule unless otherwise required by Applicable Law, in which case the party taking such inconsistent position shall make reasonable efforts to notify such other party in advance of taking such inconsistent position. If any such allocation is audited by a taxing authority, the party receiving notice thereof shall promptly notify and consult with the other party and shall keep such other party informed of the status of such audit. (d) The Buyer and the Seller agree and acknowledge that any allocation of the Purchase Price under this Section 2.3 shall be amended by Buyer and Seller upon adjusted in the event of any adjustment to the Purchase Price pursuant to Section 3.35.16. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller The Purchase Price shall treat the sale and purchase of the Equity Interests contemplated by this Agreement be allocated as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a shown on an allocation schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared by the Seller no later than five (5) Business Days prior to the Closing Date and approved by the Buyer prior to the Closing Date. If it is determined, in accordance with Section 3.2 hereof, that an Adjustment Payment is due and payable, then the Adjustment Payment shall be allocated as shown on a revised allocation schedule (the “Revised Allocation Schedule”) to be prepared by the Seller within ninety (90) days after such determination. The allocation set forth in such Allocation Schedule (or the Revised Allocation Schedule if applicable) shall comply with the rules of Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder. If, within The Buyer shall have a period of ten (10) days Business Days following receipt of the Preliminary Revised Allocation Schedule in which to review such Revised Allocation Schedule and raise any objections that the Buyer may have. Unless the Buyer timely objects in writing to such Revised Allocation Schedule, such Revised Allocation Schedule shall become binding on the parties without further adjustment. If the Buyer timely objects, the Buyer and Seller does shall use their reasonable best efforts to resolve the disagreement during the ten (10) day period following the Seller’s receipt of the Buyer’s notice of objection. If the Buyer and Seller cannot notify Buyer in writing of its disagreement with the Preliminary agree on such Revised Allocation Schedule, as the Preliminary Allocation Schedule shall be final and binding. Ifcase may be, within in such ten (10)-day 10) day period, then the Buyer and the Seller so notifies Buyer, shall jointly engage an independent certified public accounting firm (the cost of which shall be split equally by the Buyer and Seller) to serve as the final arbiter as to those matters in dispute with respect to such allocation. (b) The Buyer and Seller and Buyer shall endeavor agree to resolve such disagreement, and if they are able to do so shall make such revisions to be bound by the Preliminary allocation set forth in the Allocation Schedule to reflect such resolution(or the Revised Allocation Schedule if any) for all purposes of Tax reporting, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding including the filing of IRS Form 8594 in accordance with the foregoingAllocation Schedule (except where differences between the book value and the Tax value are required to be reflected under applicable IRS guidelines, shall constitute in such case the “Final Allocation Schedule.” Each of Buyer and Seller agrees that agree to be bound by such applicable IRS guidelines) and the filing of an amended IRS Form 8594 in the event a Revised Allocation Schedule is prepared after the Initial Form 8594 has been filed. Except as otherwise required pursuant to a “determination” as defined under Section 1313 of the Code (or any comparable provision of state or local law), neither it the Buyer nor any of the Seller shall (nor shall either such party allow its Affiliates shall to) file a Tax Return or take any federal, state, local and foreign Tax Returns in a manner position with any Governmental Entity that is inconsistent with the Final Allocation Schedule or, if applicable, the Revised Allocation Schedule. The Final Allocation Schedule In the event the Buyer or Seller receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall be amended by Buyer and Seller upon any adjustment immediately notify the other party in writing as to the Purchase Price pursuant to Section 3.3date and subject of such audit. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat Within 60 days after the sale and purchase determination of the Equity Interests contemplated by this Agreement Final Closing Purchase Price (as a purchase by Buyer of the assets of the Company finally determined in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet‎‎Section 2.04), Buyer shall deliver prepare and provide to Seller a schedule (an allocation of the “Preliminary Allocation Schedule”) allocating the Final Closing Purchase Price (which for this purpose shall be deemed to include and any liabilities considered assumed by Buyer and any other items that are properly taken into account pursuant to Section 1001 of the Codetreated as purchase consideration for Tax purposes) among the assets of the CompanyCompany (and the assets of each Subsidiary that is classified as a disregarded entity for U.S. federal income tax purposes) (the “Allocation Schedule”). The Preliminary If Seller does not provide any comments within 10 Business Days of receiving the Allocation Schedule from Buyer, Seller will be deemed to have agreed to the Allocation Schedule, and the Allocation Schedule shall become final. If Seller notifies Buyer in writing of any objections or changes to such Allocation Schedule within 10 Business Days after its receipt of the Allocation Schedule, then Buyer and Seller shall negotiate in good faith for a period of 15 Business Days (or longer, as may be mutually agreed by Buyer and Seller) to resolve any disputed aspects of the Allocation Schedule. If Buyer and Seller have not resolved any such disputes within such 15 Business Day period (or such longer period), then Buyer and Seller may file any Tax Return or other document or otherwise take any position in respect of the allocation of the Final Closing Purchase Price. If the Allocation Schedule becomes final under this ‎Section 3.04, (i) Buyer and Seller shall each file any Income Tax Returns (including IRS Form 8594, if applicable) in a manner consistent with such Allocation Schedule (it being understood that neither party shall be required to litigate a challenge brought by a taxing authority) and (ii) such Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor revised to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment take into account subsequent adjustments to the Purchase Price (including pursuant to Section 3.3. (bany Earnout Payment) Ifconsistent with the preparation of such Allocation Schedule, within 30 days following receipt of and Buyer and Seller shall cooperate with each other in good faith to promptly amend such Allocation Schedule. If the Preliminary Allocation Schedule becomes final under this ‎Section 3.04, Buyer and Seller shall promptly inform one another of any challenge by Seller (or any Governmental Entity to any allocation pursuant to such longer period as Seller Allocation Schedule and Buyer mutually agree), Seller agree to consult with and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such allocationchallenge.

Allocation of Purchase Price. (a) For federal and applicable stateNot less than 30 days prior to the Closing, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer Purchaser shall deliver to the Seller a schedule draft statement (the “Preliminary Allocation ScheduleStatement”) allocating proposing to allocate the Estimated Purchase Price among the Shares. The Allocation Statement shall be adjusted to reflect any revisions to the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account made pursuant to Section 1001 1.4. Within 30 days after the Purchaser delivers the draft Allocation Statement to the Seller, the Seller shall notify the Purchaser of the Codeexistence of any objection (specifying in reasonable detail the nature and basis of such objection) among the assets of Seller may have to the Companydraft Allocation Statement. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code Purchaser and the Treasury Regulations thereunderSeller shall promptly endeavor in good faith to resolve any such objection. IfIf the Seller and the Purchaser fail to resolve such objection within 30 days, within ten (10) days following receipt of the Preliminary Accountants shall determine whether the allocation was reasonable and, if not reasonable, shall appropriately revise the draft Allocation Schedule, Statement. If the Seller does not notify Buyer in writing respond within 30 days, or upon resolution of its disagreement with the Preliminary Allocation Scheduleany disputed items, the Preliminary allocation reflected on the Allocation Schedule Statement (as revised, if applicable, by the mutual agreement of the Purchaser and the Seller or by the Accountants) shall be the final Allocation Statement. Each of the Seller and binding. Ifthe Purchaser shall adhere to, within such ten (10)-day periodand be bound by, the Seller so notifies Buyer, Seller final Allocation Statement for U.S. federal Income Tax purposes and Buyer shall endeavor take no position contrary to resolve such disagreement, and if they are able the final Allocation Statement unless required to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Scheduleby applicable Tax Law.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. (a) For federal No later than sixty (60) days after Closing or within a reasonable time thereafter as agreed by Sellers and applicable statePurchaser, local Purchaser shall prepare and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller Sellers a schedule (the “Preliminary Allocation Schedule”) allocating proposed allocation of the Purchase Price (which plus the Assumed Liabilities and any other Liabilities deemed assumed by the Purchaser for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the CodeU.S. federal income Tax purposes) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and Transferred Assets which shall be prepared in accordance a manner consistent with Section 1060 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (the “Proposed Allocation Schedule”). After receipt of the Proposed Allocation Schedule from Purchaser, the Sellers shall have fifteen (15) days to review the Proposed Allocation Schedule. The Proposed Allocation Schedule will be considered final and binding on the Treasury Regulations thereunderParties unless Sellers communicate to Purchaser objections to the Proposed Allocation Schedule (an “Allocation Dispute Notice”). IfSellers and Purchaser shall, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller Sellers and Buyer mutually agreePurchaser may agree in writing) following delivery of an Allocation Dispute Notice (the “Allocation Resolution Period”), Seller attempt in good faith to resolve their differences and Buyer prepare a final allocation schedule that is acceptable to both Sellers and Purchaser. If Sellers and Purchaser are unable to completely resolve any such disagreementdifferences within such ten (10) day period, then each of Seller and Buyer the unresolved issues (the “Allocation Dispute”) shall be entitled resolved by the Accounting Firm in accordance with Section 1.5(b) (once so resolved, the “Final Allocation Schedule”), subject to allocate approval by the Purchase Price among Bankruptcy Court. Purchaser and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the assets Final Allocation Schedule and shall not take any position for Tax purposes (including on IRS Form 8594 or in any audit or other examination or proceeding relating to Taxes) inconsistent with this Section 1.5 unless required to do so by applicable Law. (b) If Purchaser and Sellers are unable to completely resolve any Allocation Dispute within the Allocation Resolution Period, the unresolved issues (and only such unresolved issues) (such unresolved issues collectively, the “Dispute”) shall be promptly submitted for resolution to the Accounting Firm. The Accounting Firm shall be instructed to resolve any outstanding Dispute; provided, that the Accounting Firm’s determination of any amount subject to the Dispute shall be no (i) less than the lesser of the Company in any manner it so determines in amounts claimed by Purchaser and Sellers, respectively, or (ii) greater than the greater of the amounts claimed by Purchaser and Sellers, respectively. The Parties shall instruct the Accounting Firm to render its sole discretion and neither shall have any obligation or liability to the other determination with respect to any such allocationthe entire Dispute within fourteen (14) days of the referral of the Dispute thereto, and the determination of the Accounting Firm shall be final and binding upon the Parties for all purposes of this Agreement. The fees and expenses of the Accounting Firm shall be borne by the Purchaser, on the one hand, and the Sellers, on the other hand, in the same proportion that the dollar amount subject to the Dispute which is not resolved in favor of the Purchaser and the Sellers, as applicable, bears to the total dollar amount subject to the Dispute resolved by the Accounting Firm.

Allocation of Purchase Price. (a) For federal Sellers and applicable state, local Buyer agree that the Purchase Price and other income Tax purposes, Buyer and Seller shall treat the sale and purchase Liabilities of the Equity Interests contemplated by this Agreement as a purchase by Buyer of Company (plus other relevant items) shall be allocated among the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 for all purposes (Situation 2including Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). The final Allocation Schedule shall be prepared by Buyer and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, delivered to the Seller Representative within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Companyits approval. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, If the Seller Representative does not notify the Buyer in writing of its disagreement with an objection to the Preliminary Allocation Schedule, the Preliminary Allocation Schedule within 30 days of its delivery to the Seller Representative, then the Allocation Schedule as prepared by the Buyer shall be final deemed approved by the Sellers. If the Seller Representative notifies Buyer in writing within 30 days of the delivery to the Seller Representative of the Allocation Schedule that the Seller Representative objects to one or more items reflected in the Allocation Schedule as being unreasonable and binding. If, within states the reason for such ten (10)-day periodobjection, the Seller so notifies Buyer, Seller Representative and Buyer shall endeavor negotiate in good faith to resolve such disagreementdispute; provided, and however, that if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller Representative and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within 30 days of the delivery to Buyer of the written objections of the Seller Representative, such disagreement, then each of Seller and Buyer dispute shall be entitled resolved by the Accounting Referee who shall uphold the Buyer's valuations unless he finds them to allocate be unreasonable. The fees and expenses of such accounting firm shall be borne equally by Sellers and Buyer. Buyer, the Company and Sellers shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. Any adjustments to the Purchase Price among shall be allocated in a manner consistent with the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationAllocation Schedule.

Allocation of Purchase Price. (a) For federal and applicable stateThe Purchase Price, local and other income Tax purposesthe TruPS Assumption and, Buyer and Seller shall treat to the sale and purchase extent they constitute part of the Equity Interests contemplated amount realized on the Stock and Asset Purchase, any other liabilities assumed by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6Acquiror, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) allocated among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable Bank, the Realty Subsidiary, and shall be all other Company assets transferred in the Stock and Asset Purchase for all purposes (including Tax and financial reporting) as shown on the allocation schedule prepared in accordance with Section 1060 of the Code and this Section 7.5 (the Treasury Regulations thereunder“Allocation Schedule”). If, A draft of the Allocation Schedule shall be prepared by the Company and delivered to Acquiror within ten sixty (1060) days following receipt prior to the due date for the timely filing of IRS Form 8594 (Asset Acquisition Statement Under Section 1060). If Acquiror notifies the Preliminary Company in writing that Acquiror objects to one or more items reflected in the Allocation Schedule, the Seller does not notify Buyer Company and Acquiror shall negotiate in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor good faith to resolve such disagreementdispute; provided, however, that if the Company and if they Acquiror are able unable to do so shall make such revisions resolve any dispute with respect to the Preliminary Allocation Schedule to reflect within twenty (20) days following Acquiror’s notice, such resolution, which as revised dispute shall be final resolved by a nationally recognized accounting firm selected by Acquiror and bindingreasonably acceptable to the Company (the “Accounting Referee”). The Preliminary Allocation Schedulefees and expenses of such Accounting Referee shall be borne 50% by the Company and 50% by Acquiror. Acquiror, upon becoming final the Company’s Subsidiaries and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates Company shall file any federal, state, local and foreign all Tax Returns (including amended returns and claims for refund) and information reports in a manner that is inconsistent consistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any Any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer this Agreement herein shall be entitled to allocate allocated in a manner consistent with the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationAllocation Schedule.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase Parties will allocate the Final Closing Purchase Price together with applicable liabilities of the Equity Interests contemplated by this Agreement Group Companies, and any other costs, payments and other items required to be treated as a purchase by Buyer of “consideration” or sale proceeds or other adjustments required for applicable income Tax purposes (the “Allocable Consideration”), among the assets of the Company Group Companies in accordance with Revenue Ruling 99-6the applicable provisions of the Code and the Treasury Regulations, 1999-1 C.B. 432 subject, in each case, to the allocation principles as reflected on Schedule 9.1. Within ninety (Situation 290) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion final determination of the Final Closing Date Balance SheetPurchase Price pursuant to Section 2.2, Buyer shall deliver the Purchaser will provide to Seller Sellers’ Representative a draft allocation schedule (such allocation schedule, as finally determined pursuant to this Section 9.1, the “Preliminary Tax Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) Allocable Consideration among the assets of the Company, for Sellers’ Representative review and comment. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance If Sellers do not provide the Purchaser with Section 1060 of the Code and the Treasury Regulations thereunder. If, comments within ten thirty (1030) days following receipt of such draft Tax Allocation Schedule, Sellers will be deemed to have accepted such Tax Allocation Schedule as prepared by the Preliminary Purchaser. If Sellers raise any timely objection to such Tax Allocation Schedule, the Seller does not notify Buyer Parties will negotiate in writing good faith to resolve such objection(s). If the Parties are unable to resolve any such dispute, the dispute will be referred to the Valuation Firm, or another national recognized accounting firm that can resolve these types of its disagreement disputes mutually acceptable by the Purchaser and the Sellers, for resolution in accordance with the Preliminary procedures described in Section 2.2(d), and any determination by the Valuation Firm, or such national recognized accounting firm, will be final. The Purchaser and the Sellers’ Representative will file all Tax Returns (including, but not limited to IRS Form 8594) in a manner consistent with the Intended Tax Treatment (as defined below) and the Tax Allocation Schedule. Following the determination of the Tax Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If, within Parties will cooperate in good faith to adjust such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to the Preliminary Tax Allocation Schedule to reflect such resolution, which any subsequent payments among the Parties that are treated as revised shall a purchase price adjustment for applicable income Tax purposes. Such adjusted Tax Allocation Schedule will be final subject to review and binding. The Preliminary resolution of timely raised disputes in the same manner as the initial Tax Allocation Schedule. No Party will take or permit others to take on its behalf any position (whether in connection with a Tax audit, upon becoming final and binding in accordance with the foregoinga Tax Return, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federalTax proceeding, state, local and foreign Tax Returns in a manner or otherwise) that is inconsistent with the Final Allocation Schedule. The Final Intended Tax Treatment or Tax Allocation Schedule shall be amended by Buyer and Seller upon any adjustment unless required to the Purchase Price do so pursuant to a final “determination” within the meaning of Section 3.3. (b1313(a) If, within 30 days following receipt of the Preliminary Code or other applicable Law. For the avoidance doubt, the Tax Allocation Schedule by Seller (and the provisions of this Section 9.1 will not restrict any Party’s allocation of purchase price for financial accounting or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationnon-income Tax purposes.

Allocation of Purchase Price. (a) For federal Seller and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating agree that the Purchase Price and the Assumed Liabilities (which for this purpose plus other relevant items) shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) allocated among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable Purchased Assets for all purposes (including Tax and shall be prepared financial accounting) in accordance with Section 1060 of the Code and Code, as shown on the Treasury Regulations thereunderallocation schedule (the “Allocation Schedule”); provided, however, that the Allocation Schedule shall provide that $15,497,150 shall be allocated to the Owned Real Property. If, within ten (10) days following receipt A draft of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final prepared by Buyer and bindingdelivered to Seller within ninety (90) days following the Closing Date. If, If Seller notifies Buyer in writing within such ten forty-five (10)-day period, 45) days that Seller objects to one or more items reflected in the Seller so notifies BuyerAllocation Schedule, Seller and Buyer shall endeavor negotiate in good faith to resolve such disagreementdispute; provided, however, that if Seller and if they Buyer are able unable to do so shall make such revisions resolve any dispute with respect to the Preliminary Allocation Schedule to reflect within one hundred fifty (150) days following the Closing Date, such resolution, which as revised dispute shall be final and bindingresolved by the Independent Accountant. The Preliminary Allocation Schedule, upon becoming final fees and binding in accordance with the foregoing, expenses of such accounting firm shall constitute the “Final Allocation Schedule.” Each of be borne one-half (½) by Seller and one-half (½) by Buyer. Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign all Tax Returns (including amended returns and claims for refund) and information reports in a manner that is inconsistent consistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment Any adjustments to the Purchase Price pursuant to Section 3.3. 2.06 or Section 8.07 herein shall be allocated in a manner consistent with the Allocation Schedule. If Seller fails to notify Buyer in writing within forty-five (b45) Ifdays that Seller objects to one or more items reflected in the Allocation Schedule, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled deemed to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationbeen accepted by Seller.

Allocation of Purchase Price. Between signing and Closing, the parties will determine a mutually agreeable preliminary proposed allocation of the Purchase Price (aand liabilities treated as assumed for Tax purposes and other capitalized costs) For federal among the Purchased Assets in accordance with Code Section 1060 and applicable the Treasury regulations thereunder (and any similar provision of state, local and other income Tax purposesor foreign law, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2appropriate) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a schedule (the “Preliminary Allocation Schedule”) allocating ). The Seller shall deliver a proposed final allocation to the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account Buyer not later than 30 days following the final resolution of the Closing Working Capital pursuant to Section 1001 of the Code) among the assets of the Company. The Preliminary Allocation Schedule 2.6 which shall be reasonable and shall be prepared consistent in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If, within ten (10) days following receipt of the Preliminary Allocation Schedule, the Seller does not notify Buyer in writing of its disagreement all material respects with the Preliminary Allocation Schedule, . If the Preliminary Allocation Schedule shall be final Buyer and binding. If, within such ten (10)-day period, the Seller so notifies Buyeragree upon such proposed allocation, Seller and Buyer then such proposed allocation shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to become the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute allocation (the “Final Allocation Schedule.” Each Allocation”). If the Buyer raises any objections in respect of the proposed allocation, then the Buyer and the Seller agrees that neither it nor any of its shall negotiate in good faith until they will have resolved all such objections and the so negotiated allocation shall become the Final Allocation. The Seller and the Buyer and their respective Affiliates shall report, act and file any federal, state, local and foreign Tax Returns (including Internal Revenue Service Form 8594) in a manner all respects and for all Tax purposes consistent with such Final Allocation. The Buyer shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as the Seller may reasonably request to prepare such Final Allocation. Neither the Seller nor the Buyer (nor their respective Affiliates) shall take any Tax position (whether in audits, Tax Returns or otherwise) that is inconsistent with such Final Allocation unless required to do so by applicable Law. If, after the proposed allocation becomes the Final Allocation, any event occurs that will result in an adjustment of the Purchase Price (including pursuant to Section 2.6 or pursuant to Article VII), then the Buyer and the Seller shall amend the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3accordingly. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocation.

Allocation of Purchase Price. Seller and Buyer agree that the Purchase Price and the Assumed Liabilities (aplus other relevant items) For federal shall be allocated among the Purchased Assets for all purposes (including Tax and applicable state, local and other income Tax purposes, Buyer and Seller shall treat financial accounting) as shown on the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver to Seller a allocation schedule (the “Preliminary Allocation Schedule”) allocating the Purchase Price (which for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the Code) among the assets of the Company). The Preliminary final Allocation Schedule shall be reasonable prepared by Buyer and shall be prepared in accordance with Section 1060 of delivered to the Code and the Treasury Regulations thereunder. If, Seller within ten (10) 90 days following receipt of the Preliminary Allocation Schedule, Closing Date for its approval. If the Seller does not notify the Buyer in writing of an objection to the Allocation Schedule within 30 days of its disagreement with delivery to the Preliminary Seller, then the Allocation ScheduleSchedule as prepared by the Buyer shall be deemed approved by the Seller. If the Seller notifies Buyer in writing within 30 days of the delivery to the Seller of the Allocation Schedule that the Seller objects to one or more items reflected in the Allocation Schedule as being unreasonable and states the reason for such objection, the Preliminary Allocation Schedule shall be final and binding. If, within such ten (10)-day period, the Seller so notifies Buyer, Seller and Buyer shall endeavor negotiate in good faith to resolve such disagreementdispute; provided, and however, that if they are able to do so shall make such revisions to the Preliminary Allocation Schedule to reflect such resolution, which as revised shall be final and binding. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the Purchase Price pursuant to Section 3.3. (b) If, within 30 days following receipt of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within 30 days of the delivery to Buyer of the written objections of the Seller, such disagreement, then each dispute shall be resolved by the Independent Account. The fees and expenses of such accounting firm shall be borne equally by Seller and Buyer. Buyer and Seller shall be entitled file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. Any adjustments to allocate the Purchase Price among shall be allocated in a manner consistent with the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationAllocation Schedule.

Allocation of Purchase Price. (a) For federal and applicable state, local and other income Tax purposes, Buyer and Seller shall treat the sale and purchase of the Equity Interests contemplated by this Agreement as a purchase by Buyer of the assets of the Company in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432 (Situation 2) and shall file all Tax Returns consistently with such treatment. In accordance with such tax treatment, within 60 days following the completion of the Closing Date Balance Sheet, Buyer shall deliver The parties agree to Seller a schedule (the “Preliminary Allocation Schedule”) allocating allocate the Purchase Price (which and any other amounts treated as consideration for this purpose shall be deemed to include any liabilities properly taken into account pursuant to Section 1001 of the CodeU.S. federal income tax purposes) among the assets of the Company. The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with the rules under Section 1060 of the Code and the Treasury Regulations thereunderpromulgated thereunder (the “Purchase Price Allocation”). IfWithin thirty (30) calendar days after the Determination Date, Buyer shall deliver to Seller a draft Purchase Price Allocation. If within ten sixty (1060) days after Seller’s receipt of the draft Purchase Price Allocation Seller has not objected in writing to such draft Purchase Price Allocation, it shall become final. In the event that Seller objects in writing within such sixty- (60-) day period, the parties shall negotiate in good faith to resolve the dispute. Any issues with respect to the Purchase Price Allocation which have not been finally resolved within sixty (60) days following receipt of the Preliminary Allocation ScheduleDetermination Date shall be referred to the Accounting Firm, the Seller does not notify Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule whose determination shall be final and bindingbinding upon the parties. If, within such ten (10)-day periodTo the extent the Purchase Price is adjusted pursuant to Section 2.10, the Seller so notifies Buyer, Seller and Buyer parties shall endeavor to resolve such disagreement, and if they are able to do so shall make such revisions to amend the Preliminary Purchase Price Allocation Schedule to reflect such resolution, which as revised shall be final and bindingadjustments. The Preliminary Allocation Schedule, upon becoming final and binding in accordance with the foregoing, shall constitute the “Final Allocation Schedule.” Each of Buyer and Seller agrees that neither it nor any of its Affiliates shall file any federal, state, local and foreign their Tax Returns in (and IRS Form 8594, if applicable) on the basis of such Purchase Price Allocation, as it may be amended pursuant to this Agreement, and neither party shall thereafter take a manner Tax Return position or any other position for applicable Tax purposes that is inconsistent with the Final Allocation Schedule. The Final Allocation Schedule shall be amended by Buyer and Seller upon any adjustment to the such Purchase Price Allocation unless otherwise required pursuant to a final “determination” as defined in Section 3.3. (b) If, within 30 days following receipt 1313 of the Preliminary Allocation Schedule by Seller (or such longer period as Seller and Buyer mutually agree), Seller and Buyer are unable to resolve such disagreement, then each of Seller and Buyer shall be entitled to allocate the Purchase Price among the assets of the Company in any manner it so determines in its sole discretion and neither shall have any obligation or liability to the other with respect to any such allocationCode.