Common use of Allocation Clause in Contracts

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

Allocation. Within 21 days after the Closing Date, Buyer shall prepare and provide to Seller an allocation of the Purchase Price, Assumed Liabilities and all other capitalized costs among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder by completing Schedule 2.8 in accordance with the agreements set forth in Schedule 2.8 and by making any changes reasonably requested by Seller, which allocation, as it may be revised from time to time in accordance with the following sentence (the "Allocation"), shall be binding upon the parties and Buyer shall cause XII and XSL to be bound by the Allocation. Buyer shall revise the Allocation and provide a copy thereof to Seller from time to time to reflect any payments made pursuant to Sections 2.4(c), 2.5(d) or 2.5(e), in each case revising the Allocation in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the agreements set forth in Schedule 2.8 and making any changes reasonably requested by Seller. Following the Closing, Purchaser the parties shall prepare report, act and file, and Buyer shall cause XII and XSL to report, act and file, Tax Returns (including Internal Revenue Service Forms 8594) in all respects and for all purposes consistent with the Allocation. Each of Buyer and Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as the other may reasonably request to Sellers an allocation facilitate the preparation of the aggregate consideration among Sellers andAllocation. No party shall take, for and Buyer shall prevent XII and XSL from taking, any transactions contemplated by this Agreement that position (whether in audits, tax returns or otherwise) which is inconsistent with the Allocation unless required to do not constitute an Agreed G Transaction so pursuant to a "determination" within the meaning of Section 6.161313(a) of the Code. Upon written request by Buyer or Seller, Purchaser Seller (in the case of a request by Buyer) or Buyer (in the case of a request by Seller) shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority the most recent Internal Revenue Service Form 8594 that it has filed or prepared for filing with the Internal Revenue Service in connection with the transactions contemplated hereinpurchase and sale of the Assets pursuant to this Agreement.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver 4.10.1 Subject to the applicable Seller a proposed allocation other provisions of this Section 4.10, Contractor may use the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared Allocation in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery Schedule F. Contractor may not use any portion of the Allocation without first obtaining MSG’s prior written approval (which approval shall not be unreasonably withheld) except where Contractor is entitled to review use the Allocation without MSG’s prior consent, as set forth in Schedule F. 4.10.2 To the extent MSG’s prior written approval to an Allocation expenditure is required, Contractor shall provide written notice to MSG of its intent to use the Allocation, which notice shall include a description and consent amount of the Cost of the Work to be covered by said expenditure, the efforts made to avoid the expenditure and the efforts Contractor will make to replenish the Allocation. MSG shall either provide approval or state the reasons for its disapproval in writing within five (5) Business Days after MSG receives a request from Contractor to use the Allocation. Subject to the terms in this Agreement, MSG’s approval of such request shall not unreasonably delay the performance of the Work. 4.10.3 Contractor shall not be entitled to any Fee, General Conditions Costs, General Requirement Work Expenses, or any other markups or overhead of any kind, on any portion of the Allocation that is not used. In addition, Contractor shall not be entitled to any Fee, General Conditions Costs, General Requirement Work Expenses, or any other markups or overhead of any kind, on any portion of the Allocation that is used for legal expenses as described in writingSection 2.1(c) of Schedule F. 4.10.4 Whenever Contractor has been paid out of the Allocation, and such amounts paid may be recoverable from a third party, such as a Subcontractor, insurance company or surety, Contractor shall diligently and in good faith pursue recovery and any recovery obtained by Contractor shall be credited back to the Allocation. Contractor shall keep MSG informed of the status of its recovery efforts, and will not cease in its pursuit without first obtaining MSG’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller . 4.10.5 Contractor shall provide Purchaser, monthly written reports to MSG and Purchaser shall provide Project Manager of its use of the applicable Seller, with a copy of Allocation (and any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinreplenishment thereof).

Allocation. Following (i) As promptly as practicable after the ClosingAudited Balance Sheet Date (as defined in Sections 3(b)), Purchaser and Seller shall prepare and deliver use their best efforts to Sellers an allocation of agree on the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price among the Assets. As promptly as practicable and other consideration paid in exchange for any event not later than fifteen (15) days following the Purchased AssetsAudited Balance Sheet Date, prepared in accordance with Section 1060, and if applicable, Section 338, of Purchaser shall deliver to Seller an initial schedule allocating the Tax Code Purchase Price among the Assets (the “"Initial Allocation”"). The applicable Initial Allocation shall be final and binding upon Seller and Purchaser unless within ten (10) days of receipt thereof Seller gives written notice to Purchaser that it does not agree with the Initial Allocation. If Seller so notifies Purchaser within the ten-day period, Purchaser and Seller will use good faith efforts to resolve any disagreements within seven (7) days after Purchaser's receipt of Seller's written notice. If Seller and Purchaser cannot reach agreement during such seven-day period, their disagreements shall be promptly submitted to an independent public accounting firm jointly selected by Purchaser and Seller (the "Independent Accountant"), which will conduct such review as it deems necessary to resolve their disagreements regarding the Initial Allocation. The allocation of the Purchase Price among the Assets determined under this Section 2(c)(i) is referred to the "Final Allocation". (ii) The review of the Independent Accountant will be restricted as to scope to address only those matters as to which Seller and Purchaser have not reached agreement pursuant to Section 2(c)(i). The Independent Accountant's decision resolving any disagreements will be binding on Seller and Purchaser and will be provided in writing to the parties as promptly as practicable and in any event not later than thirty (30) days after the delivery of the Allocation to review and consent disagreements are submitted to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents Independent Accountant pursuant to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties2(c)(i). The fees and expenses of such accounting firm shall be borne equally incurred by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority Independent Accountant in connection with resolving any disagreements pursuant to Sections 2(c)(i) will be shared equally by Seller and Purchaser. (iii) Each of Seller and Purchaser agrees: (A) that the transactions contemplated hereinFinal Allocation will be consistent with the requirements of Code Section 1060, (B) to complete jointly and to file separately Form 8594 with its federal income Tax Return consistent with the Final Allocation for the tax year in which the Closing Date occurs and (C) that no party will take a position on any federal, state or local Tax Return, before any Governmental Entity charged with the collection of any tax or in any action or proceeding that is in any manner inconsistent with the terms of the Final Allocation without the consent of the other party.

Allocation. Following (a) The Company and Purchaser agree that the Closinggross purchase price, Purchaser shall prepare and deliver to Sellers an allocation of as represented by the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation sum of the Purchase Price (as adjusted pursuant to Section 1.9), the Assumed Liabilities and other consideration paid in exchange for appropriately capitalized amounts (the “Consideration”), shall be allocated among the Purchased Assets, prepared Assets in accordance a reasonable manner consistent with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the rules and regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate). (b) The Parties shall agree to an initial allocation (based on the fair market value of the Consideration, with reference to the Cash Amount, as determined as of the date of this Agreement) and such preliminary initial allocation is set forth on Exhibit B (the “Allocation”). The applicable Seller shall have As soon as practicable after the Closing Date and in no event later than thirty (30) days after the delivery Final Working Capital is determined under Section 1.10, Purchaser shall submit the proposed final Allocation to the Company to reflect any post-closing adjustments solely to the extent there any changes in the composition and value of the assets as reflected in the Allocation as of the Closing Date. The Company shall thereupon have thirty (30) days to review the proposed final Allocation and consent to notify Purchaser of any aspects of the proposed final Allocation with which it disagrees. In the event of any such disagreement, the Parties shall negotiate in good faith to resolve such disagreement. Should the Parties fail to resolve any disagreement within thirty (30) days after the Company notifies Purchaser that the Company disagrees with any aspect of the preliminary Allocation, a determination regarding the disputed item(s) shall be made by a mutually agreed upon and jointly engaged Arbitrating Accountant, whose decision shall be final and whose fees shall be shared equally by the Company and Purchaser. The Allocation shall be further adjusted as appropriate in accordance with the principles and procedures in this Section 1.12 to reflect any additional adjustments in the gross purchase price, as so determined, made following the Closing Date in accordance with this Agreement. (c) The Company and Purchaser agree to file all Tax Returns in a manner consistent with this Section 1.12 and the Allocation and will not, in connection with the filing of such Tax Returns, make any allocation that is contrary to the Allocation unless required to do so by applicable Law and after prior written notice thereof to the other such Party. The Company and Purchaser agree to consult with each other with respect to all issues related to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance connection with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; providedaudits, howevercontroversies, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinlitigation.

Allocation. Following (a) Within 90 days after the ClosingClosing Date, Purchaser the Buyer shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver provide to the applicable Seller a copies of IRS Form 8594 and any required exhibits thereto (the "Asset Acquisition Statement") with the Buyer's proposed allocation of the Purchase Price Price. Within 30 days after the receipt of the Asset Acquisition Statement, the Seller shall propose to the Buyer any changes to the Asset Acquisition Statement (and other consideration paid in exchange for the Purchased Assetsevent no such changes are proposed in writing to the Buyer within that time period, prepared in accordance with Section 1060the Seller shall be deemed to have agreed to, and if applicableaccepted, Section 338, of the Tax Code (the “Allocation”Asset Acquisition Statement). The applicable Buyer and the Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt endeavor in good faith to promptly resolve any differences with respect to the Asset Acquisition Statement promptly after the Buyer's receipt of any written notice of objection from the Seller. (b) Subject to the provisions of the following sentence of this paragraph (b), the Purchase Price shall be allocated in accordance with the Asset Acquisition Statement provided by the Buyer to the Seller pursuant to paragraph (a) above, and subject to the requirements of applicable Tax law, all Tax Returns filed by the Buyer and the Seller shall be prepared consistently with such disagreementallocation. If the Parties cannot Seller withholds its consent to the allocation reflected in the Asset Allocation Statement, and the Buyer and the Seller are unable, within 15 days after the Buyer's receipt of any written notice of objection from the Seller, to resolve a disagreement under this Section 3.3their differences with respect to those objections, such disagreement then the Buyer and the Seller shall be resolved by submit all remaining disputed matters for final and conclusive determination to an independent accounting firm chosen of recognized national standing (the "Allocation Arbiter") selected by Purchaser the Buyer and reasonably acceptable to the applicable Seller, which firm shall not be the regular accounting firm of either the Buyer or the Seller, and such resolution the cost of which shall be final split evenly between the buyer and the Seller. The Allocation Arbiter shall be directed to determine (based solely on presentations by the Seller and the Buyer and not by independent review) only those matters in dispute and to render a written report as to the disputed matters and the resulting allocation of Purchase Price, which report shall be conclusive and binding on upon the Partiesparties. The fees and expenses of such accounting firm Allocation Arbiter shall be borne equally by Purchaserinstructed to make its determination and render its written report promptly, on the one hand, but not later than 15 days after its acceptance of appointment hereunder. The Buyer and the applicable SellerSeller shall, on subject to the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy requirements of any information described above required to be furnished to any Taxing Authority in connection applicable Tax law or election, file all Tax Returns consistent with the transactions contemplated hereinallocation provided in the Asset Acquisition Statement, or if applicable, the determination of the Allocation Arbiter.

Allocation. Following the Closingoccurrence of a Warehouse Facility Termination Event, Purchaser in connection with each Initial Beneficiary Purchase, each Warehouse Facility Lender (including any Wind-Down Lender) shall prepare and deliver be obligated to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare sell and deliver to the applicable Seller Initial Beneficiary, on the Initial Beneficiary Purchase Date, a proposed allocation ratable portion of each outstanding Advance of such Warehouse Facility Lender (such ratable portion, expressed as a percentage of the outstanding principal balance of such Advance, the “Allocable Purchased Portion”) equal to: ( Initial Beneficiary Purchase Price Amount ) Initial Beneficiary Purchase Amount = The aggregate principal balance of the Advances proposed to be purchased pursuant to such Initial Beneficiary Purchase; and other consideration paid Aggregate Loan Amount = The Aggregate Loan Amount, as determined as of the related Initial Beneficiary Purchase Date. Aggregate Wind-Down Loan Amount = The Aggregate Wind-Down Loan Amount, as determined as of the related Initial Beneficiary Purchase Date. Prior to the occurrence of any Warehouse Facility Termination Event, in exchange for connection with each Initial Beneficiary Purchase, the Purchased AssetsInitial Beneficiary may, prepared in accordance with Section 1060its sole discretion, allocate its purchase of Advances between the Wind-Down Lenders and the Revolving Lenders, and if each of such Wind-Down Lenders and Revolving Lenders, as applicable, Section 338shall be obligated, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent subject to the Allocation in writingterms and conditions of Article VI hereof, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to sell and deliver to the AllocationInitial Beneficiary, such Seller and Purchaser shall use such Allocation to prepare and file in on the related Initial Beneficiary Purchase Date, a timely manner all appropriate Tax filings, including the preparation and filing corresponding portion of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationits outstanding Advances; provided, however, that nothing contained herein shall prevent to the applicable Seller and Purchaser extent that the Initial Beneficiary elects to purchase any Advances from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out Revolving Lenders, such portion of such Allocation, and neither the applicable Seller nor Purchaser Initial Beneficiary Purchase shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, allocated among all Revolving Lenders pro rata and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement each Revolving Lender shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable obligated, subject to the applicable Sellerterms and conditions of Article VI hereof, to sell and such resolution shall be final and binding on deliver to the Parties. The fees and expenses of such accounting firm shall be borne equally by PurchaserInitial Beneficiary, on the one handrelated Initial Beneficiary Purchase Date, a ratable portion of each outstanding Advance of such Revolving Lender (such ratable portion, expressed as a percentage of the outstanding principal balance of such Advance, the “Allocable Revolving Purchased Portion”) equal to: ( Initial Beneficiary Purchase Amount ) Where: Initial Beneficiary Revolving Purchase Amount = The aggregate principal balance of the Advances proposed to be purchased pursuant to such Initial Beneficiary Purchase from Warehouse Facility Lenders with respect to which no Wind-Down Event has occurred; and Aggregate Loan Amount = The Aggregate Loan Amount, as determined as of the related Initial Beneficiary Purchase Date. Notwithstanding the foregoing, the aggregate amount of the Advances purchased pursuant to each Initial Beneficiary Purchase shall be in a minimum amount of $5,000,000, in the aggregate, per Warehouse Facility, and integral multiples of $100,000 in excess thereof. Each assignment pursuant to this Section 6.1(c) shall be made without representation, warranty or recourse, except that each Warehouse Facility Lender represents and warrants that it is the applicable Seller, on owner of the other hand. The applicable Seller shall provide Purchaser, Advances (or portions thereof) assigned by it and Purchaser shall provide has not created any lien or encumbrance thereon that is not being released as of the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinInitial Beneficiary Purchase Date.

Allocation. Following (a) Schedule 4.21(a) (the “Allocation Schedule”) sets forth the amount of consideration allocated to each of the Transactions to be consummated at the Closing, Purchaser including the transfer of the GDTNA Securities, the GDTE Securities, the DGT Securities, the NGY Securities and the Huntsville Assets. (b) To the extent that a transfer of Equity Securities of an entity is treated as a transfer of such entity’s assets for applicable U.S. federal, state, local or foreign Tax purposes, within thirty (30) days after the Effective Date, SRI shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller Goodyear a proposed allocation of the Purchase Price amount of consideration (plus any additional amounts treated as consideration for applicable U.S. federal, state, local or foreign Tax purposes) allocated to the assets and other consideration paid in exchange for the Purchased Assetsliabilities of such entity, prepared in accordance a manner consistent with Section 1060, and if applicablethe Allocation Schedule, Section 338, 1060 of the Tax Code and the Treasury Regulations promulgated thereunder (the “AllocationAsset Allocation Schedule”). The applicable Seller Goodyear shall have a period of thirty (30) days after the delivery of the Asset Allocation Schedule (the “Response Period”) to review and consent present in writing to SRI notice of any objections that Goodyear may have to the allocations set forth therein (an “Objections Notice”). Unless Goodyear timely objects within the Response Period, the Asset Allocation Schedule delivered by SRI shall be binding on the Parties without further adjustment, absent manifest error. If Goodyear raises any objections within the Response Period, the Parties shall negotiate in writing, which consent shall not be unreasonably withheld, conditioned or delayedgood faith and use their reasonable best efforts to resolve such dispute. If the applicable Seller consents Parties fail to agree within fifteen (15) Business Days after the Allocationdelivery of the Objections Notice, such Seller then the disputed items shall be resolved by the Independent Accounting Firm. All of the corresponding costs, fees and Purchaser expenses of the Independent Accounting Firm shall use such be borne fifty percent (50%) by SRI and fifty percent (50%) by Goodyear. (c) In preparing the Allocation Schedule and Asset Allocation Schedule, the Parties agree, neither DGT nor NGY have any goodwill and, accordingly, the fair market value of each of DGT and NGY shall be equal to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective net book value as of September 30, 2015 (as estimated by the Parties as of the Effective Date). (d) No Party shall take, or permit any of its Affiliates to take, any position inconsistent with the Allocation Schedule or the Asset Allocation Schedule for any applicable Tax Returns for the taxable year that includes the Closing Date and shall take no position purpose, unless required to do so by a final determination of liability in any respect of a Tax Return that is inconsistent with such Allocation; not subject to further appeal, review or modification through proceedings or otherwise, provided, however, that nothing contained herein no such determination shall prevent have any impact on the applicable Seller aggregate amount of consideration payable, or the amount of the Closing Date Payment payable, pursuant to Section 2.6 and Purchaser from settling any proposed deficiency or the Parties hereby agree that no adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required made to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinpayment.

Allocation. Following (a) Litigation to Be Transferred to Semiconductor II. Notwithstanding any contrary provisions in the Closing, Purchaser shall prepare and deliver to Sellers an allocation provisions of the aggregate consideration among Sellers andIndemnification and Insurance Matters Agreement, on the Separation Date, the responsibilities for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation management of the Purchase Price litigation identified in SECTION 3.1(a) of a litigation disclosure letter (the "LITIGATION DISCLOSURE LETTER"), which will be delivered by C-Cube to Semiconductor II or any of its Subsidiaries on the Separation Date, shall be transferred in their entirety from C-Cube and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, its Subsidiaries to Semiconductor II or any of its Subsidiaries and if applicable, Section 338, its Subsidiaries. As of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Separation Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, Semiconductor II or any of its Subsidiaries shall manage the defense of this litigation and shall cause its applicable Seller shall attempt in good faith Subsidiaries to promptly resolve do the same. C-Cube and its Subsidiaries must first obtain the prior consent of Semiconductor II or any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable of its Subsidiaries or its applicable Subsidiary for any action taken subsequent to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority Separation Date in connection with the transactions contemplated hereinlitigation identified in the Litigation Disclosure Letter, which consent cannot be unreasonably withheld or delayed. All other matters relating to such litigation, including but not limited to indemnification for such claims, shall be governed by the provisions of the Indemnification and Insurance Matters Agreement. (b) LITIGATION to be Defended by C-Cube at Semiconductor II's Expense. Notwithstanding any contrary provisions in the Indemnification and Insurance Matters Agreement, C-Cube shall defend, and shall cause its applicable Subsidiaries to defend, the litigation identified in SECTION 3.1(b) of the Litigation Disclosure Letter. All other matters relating to such litigation, including but not limited to indemnification for such claims, shall be governed by the provisions of the Indemnification and Insurance Matters Agreement.

Allocation. Following Promptly after the Closing, but in any event within seventy-five (75) days after the Closing, Purchaser shall prepare and deliver to Sellers an allocation of provide Parent with a schedule allocating the aggregate consideration paid pursuant to this Agreement, as adjusted pursuant to the terms of this Agreement, (and all other items that are treated as additional consideration for Tax purposes) among Sellers the assets of the acquired Companies (“Purchaser’s Allocation”). Purchaser’s Allocation shall be prepared in a manner consistent with Section 1060 of the Code (and, for to the extent applicable, Section 338 of the Code) and the Treasury Regulations thereunder. If Parent disagrees with Purchaser’s Allocation, Parent may, within thirty (30) days of Parent’s receipt of Purchaser’s Allocation, deliver to ▇▇▇▇ a notice in writing (“Parent’s Allocation Notice”), noting with specificity any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16allocations with which Parent disagrees. If Parent’s Allocation Notice is delivered, Purchaser and Parent shall also prepare and deliver negotiate in good faith for a period of fifteen (15) days to resolve any disagreements with respect to the applicable Seller a proposed allocation of Purchaser’s Allocation. In the Purchase Price and other consideration paid in exchange for event the Purchased Assetsparties cannot reach an agreement within such fifteen (15) day period, prepared the dispute shall be resolved by the Auditor in accordance with Section 10603.03(c) and (d), applied mutatis mutandis to the dispute arising under this Section 2.03. The allocation, as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Purchaser and if applicableParent, Section 338, of or as determined by the Tax Code Auditor (the “Allocation”), shall be conclusive and binding on the parties. The applicable Seller shall have thirty (30) days after the delivery of parties acknowledge and agree that the Allocation shall be amended to review and consent reflect any adjustments (including those described in Section 3.03) to the Allocation aggregate consideration made pursuant to this Agreement in a manner consistent with the procedures set forth above. ▇▇▇▇, Purchaser, Seller, and Parent and their respective Affiliates shall file all Tax Returns (including any IRS Form 8594) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceeding), unless otherwise required by applicable Law or unless the other parties consents thereto in writing, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Purchaser (or its Affiliates) or Seller and Purchaser or Parent (or their Affiliates) from settling any proposed deficiency or adjustment by any Governmental Tax Authority based upon or arising out of such the Allocation, and neither the applicable Purchaser (or its Affiliates) nor Seller nor Purchaser or Parent (or their Affiliates) shall be required to litigate before any court, court any proposed deficiency or adjustment by any Taxing Tax Authority challenging such Allocation. If Purchaser and Parent shall cooperate (and Parent shall cause Seller to cooperate) in the applicable Seller does not consent filing of any forms (including any IRS Form 8594 or IRS Form 8883, as applicable) with respect to such Allocation, the applicable Seller shall notify Purchaser in writing of including any amendments to such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith forms required pursuant to promptly resolve this Agreement with respect to any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable adjustment to the applicable Seller, and such resolution shall be final and binding on aggregate consideration made pursuant to the Parties. The fees and expenses terms of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinthis Agreement.

Allocation. Following Within 30 days after the Closing, Purchaser shall prepare and deliver to Sellers an allocation determination of the aggregate consideration among Sellers andFinal Working Capital, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser the Buyer shall also prepare and deliver to the applicable Seller a proposed allocation of schedule (the “Allocation Schedule”) allocating the Purchase Price (and any other items treated as consideration paid in exchange for the Purchased Transferred Assets, prepared in accordance with Section 1060except the Quotas, for Tax purposes) among the Transferred Assets and if applicable, Section 338, the covenant of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation set forth in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such AllocationSection 5.12; provided, however, that nothing contained herein the portion of the Purchase Price related to the Quotas will be agreed by the Buyer and the Seller prior to the Closing and reflected in the Amendment to the Articles of Association executed on the Closing Date. The remaining portion of the consideration will be allocated to the remainder of the Transferred Assets in accordance with this Section 2.10. The Allocation Schedule shall prevent be reasonable and shall be prepared in accordance with Section 1060 of the applicable Code and the Treasury Regulations thereunder. Such allocation shall be deemed final unless the Seller and Purchaser from settling has notified the Buyer of any proposed deficiency or adjustment disagreement with the Allocation Schedule within 20 Business Days after submission thereof by any Governmental Authority based upon or arising out the Buyer. In the event of such Allocationdisagreement, and neither the applicable Seller nor Purchaser Parties hereto shall use reasonable efforts to reach agreement on a reasonable allocation of consideration among the Transferred Assets. In the event that the Parties hereto do not agree to a Purchase Price allocation in accordance with this Section 2.10, the Independent Accounting Firm shall make a determination as to each disputed item which shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on upon the Parties. The fees Buyer and expenses of such accounting firm shall be borne equally by Purchaser, on the one handSeller each agrees to file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns, in accordance with the applicable SellerAllocation Schedule as finally determined by the Parties or the Independent Accounting Firm, on as the case may be. The Buyer and Seller each agrees to provide the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, promptly with a copy of any other information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereincomplete Form 8594.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an The allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the ▇▇▇▇▇▇▇ Purchase Price and Assumed Liabilities (and any other consideration paid in exchange amounts properly treated as additional purchase price for Tax purposes) among the Purchased Assets, prepared in accordance tangible and intangible assets of ▇▇▇▇▇▇▇ associated with Section 1060, the Franchise Businesses and if applicable, Section 338, of the Tax Code Noncompete Agreement is attached hereto as Exhibit B (the “Purchase Price Allocation”). The applicable Seller Purchase Price Allocation shall have thirty (30) days after be binding on Parent and ▇▇▇▇▇▇▇. Parent shall timely prepare IRS Form 8594 based on the delivery Purchase Price Allocation and deliver a copy of the Allocation such form to review and consent to the Allocation in writing▇▇▇▇▇▇▇ for ▇▇▇▇▇▇▇’▇ approval, which consent shall not be unreasonably withheld, conditioned or delayed. If Parent and ▇▇▇▇▇▇▇ agree to timely file the applicable Seller consents agreed upon form with each relevant Taxing Authority and to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in refrain from taking any position on a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is or otherwise inconsistent with such form and the Purchase Price Allocation; provided, however, that (i) nothing contained herein in this Section 1(f) shall prevent the applicable Seller and Purchaser Parent from settling any proposed deficiency or adjustment by any Governmental Authority governmental authority with respect to any Parent Tax Return based upon or arising out of such the Purchase Price Allocation, and neither the applicable Seller nor Purchaser Parent shall not be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority governmental authority with respect to any Parent Tax Return challenging such Allocation. If the applicable Seller does not consent to such Purchase Price Allocation, and (ii) nothing contained in this Section 1(f) shall prevent ▇▇▇▇▇▇▇ from settling any proposed deficiency or adjustment by any governmental authority with respect to any ▇▇▇▇▇▇▇ Tax Return based upon or arising out of the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day periodPurchase Price Allocation, and thereafter, the applicable Seller ▇▇▇▇▇▇▇ shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished litigate before any court, any proposed deficiency or adjustment by any governmental authority with respect to any Taxing Authority in connection with the transactions contemplated herein▇▇▇▇▇▇▇ Tax Return challenging such Purchase Price Allocation.

Allocation. Following (a) On the ClosingClosing Date, Purchaser Buyer shall prepare and deliver to Sellers Sellers, using and based upon the best information available to Buyer, an initial allocation statement (the “Initial Allocation Statement”) reflecting the allocation of the aggregate consideration Base Purchase Price among Sellers andthe Interests including, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16where applicable, Purchaser shall also prepare and deliver to the applicable Seller a proposed further allocation of the Base Purchase Price and other consideration paid to any interests in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Indirect Subsidiaries held by a DEI Direct Subsidiary or Dominion Questar Direct Subsidiary (the “Initial Allocation”). The applicable As soon as reasonably practicable, but no later than thirty (30) days following the receipt of the Initial Allocation Statement, Sellers shall deliver to Buyer a written report containing any changes that Seller shall have proposes to be made in such schedule (and specifying the reasons therefor in reasonable detail). (b) Within thirty (30) days after the final determination of the Post-Closing Payment Amount, Buyer shall prepare and deliver to Sellers a statement (the “Final Allocation Statement”) reflecting the allocation of the final Purchase Price, as adjusted to reflect assumed liabilities and other amounts deemed paid by Buyer for federal income Tax purposes, among the Interests (the “Final Allocation”). To the extent required by Section 338 or 1060, the Final Allocation Statement shall include an allocation of that portion of the adjusted Purchase Price allocated to a DEI Direct Subsidiary or a Dominion Questar Direct Subsidiary among the separate classes of assets of such entity (and a further allocation of the Purchase Price attributable to an Indirect Subsidiary among the assets of such subsidiary) in a manner that is consistent with the allocation methodology provided by Section 338 or Section 1060 of the Code and the Treasury regulations promulgated thereunder, as the case may be. Within thirty (30) days following the receipt by Sellers of the Final Allocation Statement, Sellers shall review the Final Allocation and submit to Buyer in writing any objections or proposed changes to the Final Allocation Statement (an “Objections Notice”). Unless Sellers submit an Objections Notice on or before the expiration of such thirty (30) day period, the Final Allocation Statement prepared and delivered to Sellers pursuant to this Section 2.2(b) shall be deemed agreed upon by the Parties and shall be deemed conclusive for purposes of the Final Allocation. (c) If Sellers timely submit an Objections Notice in accordance with Section 2.2(b), the Parties shall negotiate in good faith and use their Reasonable Efforts to resolve such dispute. In the event the Parties are unable to resolve any dispute with respect to the Final Allocation Statement within twenty (20) days after the delivery of the Objections Notice, neither Buyer nor Sellers will be bound by the Final Allocation Statement as prepared by Buyer, and each Party may independently (and in its sole discretion) (i) determine its own allocation of the Purchase Price between the ownership interests of each Sale Entity and, with respect to review that portion of the adjusted Purchase Price to be allocated to each Sale Entity, among the separate classes of assets of such Sale Entity, and consent (ii) file its Tax Returns (and Tax Returns of its Affiliates) using alternative allocations of its choosing. (d) If the Parties ultimately agree on the Final Allocation Statement, (i) such Final Allocation Statement shall be amended as, and to the Allocation in writingextent, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents Buyer and Sellers agree to reflect any adjustment to the Purchase Price (as adjusted to reflect assumed liabilities and other amounts deemed paid by Buyer for federal income Tax purposes), (ii) except to the extent required to comply with audit determinations of any Taxing Authority with jurisdiction over a Party, Buyer and Sellers shall report the Contemplated Transactions for all required federal Income Tax and all other Tax purposes in a manner consistent with the Final Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and (iii) no Party shall take no any position in any Tax Return or Tax Proceeding that is inconsistent with such Allocationthe Final Allocation without the consent of the other Parties; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling no Party (or any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser its Affiliates) shall be required to litigate before any court, court or defend in any administrative proceeding (including any Tax audit or examination) any proposed deficiency or adjustment by any Taxing Authority challenging such Final Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation Each of the Purchase Price Consideration, the liabilities of the Company for U.S. federal income tax purposes, and other consideration paid in exchange for to the Purchased Assetsextent applicable, prepared any liabilities of any Subsidiary, shall be allocated among the Assets owned by the Company, or to the extent applicable, any Subsidiary, and any Non-Company Owned Assets in accordance with Section 1060, and if applicable, Section 338, their relative fair market values as of the Tax Closing Date pursuant to Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The applicable Seller shall have thirty (30) Within 60 days after the delivery of Closing Date, the Seller shall provide the Purchaser with a proposed Allocation to for the Purchaser’s review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedcomment. If the applicable Seller consents Purchaser does not provide any comments to the Seller in writing within 20 days following delivery by the Seller of the proposed Allocation, such then the Allocation proposed by the Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required deemed to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocationbe final and binding absent manifest error. If the applicable Purchaser submits written comments to the Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) 20-day period, the Seller and thereafter, the applicable Seller Purchaser shall attempt negotiate in good faith to promptly resolve any such disagreementdifferences within 30 days following the Seller’s receipt of the Purchaser’s written comments. If the Parties cannot resolve Purchaser and the Seller are unable to reach a disagreement under this Section 3.3resolution within such 30-day period, then the parties shall submit the disputed items to an independent, nationally recognized accounting firm mutually selected by the parties hereto (the “Independent Accounting Firm for the Allocation”) for resolution within 30 days after the date of such disagreement submission. Absent manifest error, the determination of the Independent Accounting Firm for the Allocation shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Partiesparties. The fees and expenses of such accounting firm the Independent Accounting Firm for the Allocation shall be borne equally by the Seller and the Purchaser. Any subsequent payments that are treated, on pursuant to Section 6.08, as adjustments to the one handconsideration for the Purchased Assets shall be reflected in the Allocation in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder. For all Tax purposes, the Seller and the Purchaser agree that the transactions contemplated in this Agreement shall be reported for federal, and all comparable state and local, income Tax purposes as a taxable sale of assets and in a manner consistent with the applicable Sellerterms of this Agreement, on including the Allocation, and that none of them shall take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. Each of the Purchaser and the Seller agrees to cooperate with the other hand. The in preparing IRS Forms 8594 and 8883 (including, without limitation, a Form 8883 with respect to each applicable Seller shall provide PurchaserSubsidiary), and Purchaser shall provide to furnish the applicable Seller, other with a copy of any information described above required such Forms prepared in draft form within a reasonable period prior to be furnished to any Taxing Authority in connection with the transactions contemplated hereindue date of its filing.

Allocation. Following the Closingoccurrence of a Warehouse Facility Termination Event, Purchaser in connection with each Initial Beneficiary Purchase, each Warehouse Facility Lender (including any Wind-Down Lender) shall prepare and deliver be obligated to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare sell and deliver to the applicable Seller Initial Beneficiary, on the Initial Beneficiary Purchase Date, a proposed allocation ratable portion of each outstanding Advance of such Warehouse Facility Lender (such ratable portion, expressed as a percentage of the outstanding principal balance of such Advance, the “Allocable Purchased Portion”) equal to: ( Initial Beneficiary Purchase Price Amount ) Initial Beneficiary Purchase Amount = The aggregate principal balance of the Advances proposed to be purchased pursuant to such Initial Beneficiary Purchase; and other consideration paid Aggregate Loan Amount = The Aggregate Loan Amount, as determined as of the related Initial Beneficiary Purchase Date. Aggregate Wind-Down Loan Amount = The Aggregate Wind-Down Loan Amount, as determined as of the related Initial Beneficiary Purchase Date. Prior to the occurrence of any Warehouse Facility Termination Event, in exchange for connection with each Initial Beneficiary Purchase, the Purchased AssetsInitial Beneficiary may, prepared in accordance with Section 1060its sole discretion, allocate its purchase of Advances between the Wind-Down Lenders and the Revolving Lenders, and if each of such Wind-Down Lenders and Revolving Lenders, as applicable, Section 338shall be obligated, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent subject to the Allocation in writingterms and conditions of Article VI hereof, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to sell and deliver to the AllocationInitial Beneficiary, such Seller and Purchaser shall use such Allocation to prepare and file in on the related Initial Beneficiary Purchase Date, a timely manner all appropriate Tax filings, including the preparation and filing corresponding portion of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationits outstanding Advances; provided, however, that nothing contained herein shall prevent to the applicable Seller and Purchaser extent that the Initial Beneficiary elects to purchase any Advances from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out Revolving Lenders, such portion of such Allocation, and neither the applicable Seller nor Purchaser Initial Beneficiary Purchase shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, allocated among all Revolving Lenders pro rata and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement each Revolving Lender shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable obligated, subject to the applicable Sellerterms and conditions of Article VI hereof, to sell and such resolution shall be final and binding on deliver to the Parties. The fees and expenses of such accounting firm shall be borne equally by PurchaserInitial Beneficiary, on the one handrelated Initial Beneficiary Purchase Date, and a ratable portion of each outstanding Advance of such Revolving Lender (such ratable portion, expressed as a percentage of the applicable Selleroutstanding principal balance of such Advance, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.“Allocable Revolving Purchased Portion”) equal to: ( Initial Beneficiary Purchase Amount ) Where:

Allocation. Following All amounts constituting consideration for the Closing, Purchaser shall prepare assets and deliver to Sellers an allocation rights of the aggregate consideration Company for U.S. federal income tax purposes shall be allocated among Sellers andthe acquired assets using the residual method as described in Section 1060 of the Code and the Treasury Regulations thereunder and using values determined primarily based on the revenue generated by the respective assets. Within sixty (60) calendar days after the Closing Date, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser Buyer shall also prepare and deliver to the applicable Seller provide Parent with a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code schedule (the “AllocationAllocation Schedule”)) allocating all such amounts as provided herein. The applicable Seller Allocation Schedule shall have thirty become final and binding on the parties hereto fifteen (3015) calendar days after the delivery of the Allocation to review and consent Buyer provides such schedule to the Allocation Parent, unless the Parent objects in writingwriting to Buyer, which consent shall not be unreasonably withheld, conditioned or delayedspecifying the basis for the objections of Parent and preparing an alternative allocation. If the applicable Seller consents to the AllocationParent does object, such Seller Parent and Purchaser Buyer shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith attempt to promptly resolve any such disagreementthe dispute within fifteen (15) calendar days of written notice to Buyer of Parent’s objection. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and Any such resolution shall be final and binding on the Partiesparties hereto. The Any unresolved disputes shall be promptly submitted to the Accounting Referee for determination, with such determination being final and binding on the parties hereto. Parent on the one hand and Buyer on the other hand will each pay one-half of the fees and expenses of such accounting firm the Accounting Referee. Parent and Buyer shall be borne equally by Purchaser, on the one hand, cooperate with each other and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority Accounting Referee in connection with the transactions matters contemplated hereinby this Section 6.13, including, without limitation, by furnishing such information and access to books, records (including, without limitation, accountants work papers), personnel and properties as may be reasonably requested. Each of the parties hereto agrees to (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule as finalized and (b) act in accordance with the Allocation Schedule for all Tax purposes. The parties hereto will revise the Allocation Schedule to the extent necessary to reflect any post-Closing payment made pursuant to or in connection with this Agreement. In the case of any payment referred to in the preceding sentence, Buyer shall propose a revised Allocation Schedule, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision.

Allocation. Following (a) No later than thirty (30) calendar days after the Closingdetermination of the Acquisition Closing Date Balance Sheet and the Final Payment Amount Statement (including the final resolution of any dispute related thereto pursuant to Section 2.2(d)), Purchaser Buyer shall prepare and deliver to Sellers an Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the aggregate total consideration among Sellers and, for any transactions contemplated paid by Seller to Buyer pursuant to this Agreement that do not constitute an Agreed G Transaction among the assets acquired pursuant to this Agreement for purposes of, and in accordance with, Section 6.161060 of the Code. If, Purchaser within forty-five (45) calendar days of the receipt of the Draft Allocation Statement, Seller shall also prepare and deliver not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Draft Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser Statement in writing of such disagreement within such thirty (30) 45-day period, Seller and thereafter, the applicable Seller Buyer shall attempt negotiate in good faith to promptly resolve any disputed items. If, within ninety (90) calendar days after the receipt of the Draft Allocation Statement, Seller and Buyer fail to agree on such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3allocation, any disputed aspects of such disagreement allocation shall be resolved by an independent accounting firm chosen Accountant in accordance with the procedures set forth in Section 2.2(d). The allocation of the total consideration, as agreed upon by Purchaser Seller and reasonably acceptable Buyer (as a result of either Seller’s failure to object to the applicable Seller, Draft Allocation Statement or of good faith negotiations between Seller and such resolution Buyer) or determined by the Accountant (the “Final Allocation Statement”) shall be final and binding on upon the Partiesparties hereto. The If there is any adjustment to the consideration paid by Seller to Buyer pursuant to this Agreement for purposes of Section 1060 of the Code, any such adjustment shall be allocated, to the extent possible, to the asset(s) resulting in such adjustment, and Buyer shall prepare a revised Draft Allocation Statement reflecting such adjustment which shall, subject to the review and dispute resolution provisions set forth in this Section 2.3(a), replace the Final Allocation Statement. Each of Seller and Buyer shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay one-half (50%) of the fees and expenses of such accounting firm the Accountant retained to resolve any disputed aspects of the allocation prepared pursuant to this Section 2.3(a). (b) Seller and Buyer shall report the transaction contemplated by this Agreement for federal and other applicable income Tax purposes (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement (including any adjustment thereof). Each of Seller and Buyer agree to timely file, or cause to be borne equally by Purchasertimely filed, on IRS Form 8594 (and any comparable form under state or local Tax law and including any amendment thereto) and any required attachment thereto in accordance with the one hand, Final Allocation Statement and the applicable Seller, on provide the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, Party with a copy of each such form as filed no later than ten (10) calendar days following the filing thereof. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any information described above required comparable provision of state or local Tax law), neither Seller nor Buyer shall take, or shall permit its Affiliates to be furnished to any Taxing Authority in connection take, a Tax position which is inconsistent with the transactions contemplated hereinFinal Allocation Statement (including any adjustment thereof). In the event any Party receives notice of an audit in respect of the allocation of the consideration paid for the Acquired Assets, such Party shall promptly notify the other Party in writing as to the date and subject of such audit.

Allocation. Following (a) The consideration for the ClosingAssets, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, as determined for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction United States federal income tax purposes pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Treasury Regulations § 1.1060-1(c) (the “AllocationTax Purchase Price”), shall be allocated for such purposes, as provided in Treasury Regulations § 1.1060-1(c) and the other provisions of the Treasury Regulations referred to therein, in the manner specified on Schedule 1.6, a draft of which schedule will be delivered by Buyer in writing to Seller within ninety (90) days of Closing. The applicable If Seller shall have notifies Buyer in writing that it does not accept such draft schedule within thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writingdeemed receipt thereof, which consent shall not be unreasonably withheldnotice must explain the basis for each of Seller’s disagreements with such draft schedule, conditioned or delayed. If the applicable Seller consents parties agree to the Allocation, such Seller and Purchaser shall use such Allocation negotiate in good faith to prepare and file in reach a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms mutually acceptable Schedule 1.6 in accordance with applicable Law, including Forms 8594 Code Section 1060 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with Treasury Regulations thereunder. Failure of Seller to so notify Buyer within such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out period will be deemed acceptance of such Allocation, and neither schedule. In the applicable Seller nor Purchaser shall be required event that the parties are unable to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging reach an agreement on such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement allocation within such thirty (30) day perioddays of Seller’s notice of dispute, the dispute will be submitted to Deloitte & Touche LLP (the “Accountants”), who will determine an appropriate allocation of the disputed items, and thereafterwhose determination shall be binding and conclusive on the parties. In making its determination, the applicable Accountant will not undertake any review of matters not specifically identified by Seller shall attempt as being in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Sellerdispute, and the Accountant’s determination as to each item in dispute will not be outside the range comprised of Buyer’s calculation of such resolution shall be final item and binding on the PartiesSeller’s calculation of such item. The fees and expenses of the Accountant for such accounting firm shall determination will be borne equally paid by PurchaserBuyer, on the one hand, and the applicable Seller, on the other hand. The applicable , in such amount(s) as shall be determined by the Accountant based on the proportion that the aggregate amount of disputed items submitted to the Accountant that is unsuccessfully disputed by Buyer, on the one hand, or Seller, on the other hand, as determined by the Accountant, bears to the total amount of such disputed items so referred to the Accountant for resolution. (b) Buyer and Seller shall provide Purchaserexecute and file all federal income Tax Returns in a manner consistent with Schedule 1.6 as ultimately established under this Section 1.6, and Purchaser shall provide not take any position in any other Tax Return, before any Governmental Authority, or in any Tax proceeding that is inconsistent with any such allocation, except pursuant to a final “determination” (as defined in Section 1313(a) of the applicable SellerCode or corresponding provision of state, local or foreign Applicable Law). Buyer and Seller shall timely file any required IRS Forms 8594 and any other United States federal income Tax Return prepared in a manner consistent with a copy of Schedule 1.6 and shall file any information described above required to be furnished to other Tax Return with any Taxing state, local or foreign Governmental Authority in connection with the transactions contemplated hereina manner that is not inconsistent therewith.

Allocation. Following (a) On the ClosingClosing Date, Purchaser Buyer shall prepare and deliver to Sellers Seller, using and based upon the best information available to Buyer, an initial allocation statement (the “Initial Allocation Statement”) reflecting the allocation of the aggregate consideration Base Purchase Price among Sellers andthe Interests including, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16where applicable, Purchaser shall also prepare and deliver to the applicable Seller a proposed further allocation of the Base Purchase Price and other consideration paid to any interests in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Indirect Subsidiaries held by a Direct Subsidiary (the “Initial Allocation”). The applicable As soon as reasonably practicable, but no later than thirty (30) days following the receipt of the Initial Allocation Statement, Seller shall have deliver to Buyer a written report containing any changes that Seller proposes to be made in such schedule (and specifying the reasons therefor in reasonable detail). (b) Within thirty (30) days after the final determination of the Post-Closing Payment Amount, Buyer shall prepare and deliver to Seller a statement (the “Final Allocation Statement”) reflecting the allocation of the final Purchase Price, as adjusted to reflect assumed liabilities and other amounts deemed paid by Buyer for federal income Tax purposes, among the Interests (the “Final Allocation”). To the extent required by Section 338 or 1060, the Final Allocation Statement shall include an allocation of that portion of the adjusted Purchase Price allocated to a Direct Subsidiary among the separate classes of assets of such entity (and a further allocation of the Purchase Price attributable to an Indirect Subsidiary among the assets of such subsidiary) in a manner that is consistent with the allocation methodology provided by Section 338 or Section 1060 of the Code and the Treasury regulations promulgated thereunder, as the case may be. Within thirty (30) days following the receipt by Seller of the Final Allocation Statement, Seller shall review the Final Allocation and submit to Buyer in writing any objections or proposed changes to the Final Allocation Statement (an “Objections Notice”). Unless Seller submits an Objections Notice on or before the expiration of such thirty (30) day period, the Final Allocation Statement prepared and delivered to Seller pursuant to this Section 2.2(b) shall be deemed agreed upon by the Parties and shall be deemed conclusive for purposes of the Final Allocation. (c) If Seller timely submits an Objections Notice in accordance with Section 2.2(b), the Parties shall negotiate in good faith and use their Reasonable Efforts to resolve such dispute. In the event the Parties are unable to resolve any dispute with respect to the Final Allocation Statement within twenty (20) days after the delivery of the Objections Notice, neither Buyer nor Seller will be bound by the Final Allocation Statement as prepared by Buyer, and each Party may independently (and in its sole discretion) (i) determine its own allocation of the Purchase Price between the ownership interests of each Sale Entity and, with respect to review that portion of the adjusted Purchase Price to be allocated to each Sale Entity, among the separate classes of assets of such Sale Entity, and consent (ii) file its Tax Returns (and Tax Returns of its Affiliates) using alternative allocations of its choosing. (d) If the Parties ultimately agree on the Final Allocation Statement, (i) such Final Allocation Statement shall be amended as, and to the Allocation in writingextent, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Buyer and Seller consents agree to reflect any adjustment to the Purchase Price (as adjusted to reflect assumed liabilities and other amounts deemed paid by Buyer for federal income Tax purposes), (ii) except to the extent required to comply with audit determinations of any Taxing Authority with jurisdiction over a Party, Buyer and Seller shall report the Contemplated Transactions for all required federal Income Tax and all other Tax purposes in a manner consistent with the Final Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and (iii) no Party shall take no any position in any Tax Return or Tax Proceeding that is inconsistent with such Allocationthe Final Allocation without the consent of the other Parties; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling no Party (or any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser its Affiliates) shall be required to litigate before any court, court or defend in any administrative proceeding (including any Tax audit or examination) any proposed deficiency or adjustment by any Taxing Authority challenging such Final Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

Allocation. Following the ClosingThe Seller shall, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have later than thirty (30) days after the delivery Closing Date, prepare and deliver to the Buyer an allocation of the Allocation Purchase Price ((with respect to the Assumed Liabilities and other relevant items, to the extent properly taken into account for Tax purposes) among the Purchased Assets (the “Allocation”) in accordance with Section 1060 of the Code, the Treasury Regulations thereunder and other applicable Law for the Buyer’s review and consent approval (such approval not to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed). Any reasonable comments provided by the Buyer to the Seller in accordance with this Section 3.3 shall be considered by the Seller in good faith. The Allocation shall be conclusive and binding on the Parties unless the Buyer notifies the Seller in writing that the Buyer objects to one or more items reflected in the Allocation, and specify the reasonable basis for such objection, within ten (10) days after delivery to the Buyer of the Allocation. In the case of such an objection, the Seller and the Buyer shall negotiate in good faith to resolve any disputed items. Any resolution by the Seller and the Buyer shall be conclusive and binding on the parties once set forth in writing (any such conclusive and binding Allocation, the “Final Allocation”). If the applicable Seller consents and the Buyer are unable to resolve all disputed items within fifteen (15) days after the delivery of the Buyer’s written objection to the AllocationSeller, the Buyer and the Seller shall jointly retain a mutually agreed independent internationally recognized accounting firm (the “Accounting Firm”) (which may in turn select an appraiser, if needed) to resolve any disputed item(s). The costs, fees and expenses of the Accounting Firm shall be borne half by the Buyer and half by the Seller. The Accounting Firm shall resolve any such Seller dispute within thirty (30) days after the retention, and Purchaser the Final Allocation shall use be adjusted to reflect any such Allocation resolution of any disputed item(s). The Parties agree to prepare (and shall cause their affiliates to) file in a timely manner all appropriate Tax filings, Returns (including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms IRS Form 8594 and 8023, if applicable, with their respective U.S. federal income Tax Returns Return for the taxable year that includes the Closing Date date of the Closing) consistent with, and shall not take no any position in any connection with Tax Return matters that is inconsistent with, the Final Allocation unless otherwise required by a final determination within the meaning of Section 1313 of the Code or any corresponding provision of state, local or non-U.S. Law, or as the Buyer or the Seller (as applicable) determines is necessary to settle a dispute with a Tax authority after making a good faith effort to defend the Final Allocation. In the event that a Governmental Authority disputes the Final Allocation, the Party receiving notice of such Allocation; provideddispute shall promptly notify the other Party hereto, however, that nothing contained herein shall prevent and the applicable Seller and Purchaser from settling the Buyer shall, and shall cause their respective Affiliates to, use their reasonable best efforts to defend such Final Allocation in any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such applicable proceeding. Notwithstanding the foregoing, in administering the Bankruptcy Case, the Bankruptcy Court shall not be required to apply the Final Allocation, and neither the applicable Seller Debtors, nor Purchaser any other parties in interest, shall be required to litigate before any court, any proposed deficiency or adjustment bound by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Final Allocation, for purposes of determining the applicable Seller shall notify Purchaser manner in writing of such disagreement within such thirty (30) day periodwhich the Purchase Price should be allocated either, as between the Selling Entities and thereaftertheir respective estates, or as among the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3Purchased Assets themselves, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinfor non-tax purposes.

Allocation. Following (i) The parties agree to allocate the ClosingMerger Consideration, Purchaser shall prepare and deliver to Sellers an allocation the liabilities of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant Company and other items required to Section 6.16, Purchaser shall also prepare and deliver be taken into account to the applicable Seller assets of the Company in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Parent will prepare a proposed allocation of the Purchase Price Merger Consideration (and liabilities treated as assumed for Tax purposes and other consideration paid in exchange for capitalized costs) among the Purchased Assets, prepared assets of the Company in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury Regulations promulgated thereunder (the “Proposed Allocation”). (ii) Parent will deliver a copy of the Proposed Allocation to the Representative within 120 days following the Closing (or 30 days following the determination of the Final Working Capital) and to the extent that such Proposed Allocation is deemed unreasonable by the Representative, the Representative will have the right to object in writing within 30 days of such delivery. If the Representative does not properly object to the Proposed Allocation, then the Proposed Allocation will become the final allocation for purposes of Section 1060 of the Code (the “Final Allocation”). The applicable Seller shall have thirty (30) days after If the delivery of the Allocation to review and consent Representative properly objects to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Proposed Allocation, Parent and the Representative will use commercially reasonable efforts for a period of 30 days (or such Seller and Purchaser shall use longer period as they may mutually agree) to resolve the dispute. During such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) 30 day period, Parent and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable Representative will have access to the applicable Sellerworking papers, schedules and calculations of the other used in the preparation of the Proposed Allocation. If, at the end of such period, Parent and the Representative are unable to resolve such dispute, then such dispute will be referred to a Settlement Accountant. Parent and the Representative will enter into reasonable and customary arrangements for the services to be rendered by the Settlement Accountant. The Settlement Accountant will be directed to resolve the dispute as promptly as practicable (and in any event within 30 days from the date that the dispute is submitted to it). Parent and the Representative will each furnish to the Settlement Accountant such work papers and other documents and information relating to the disputed issues, and such resolution shall will answer questions as the Settlement Accountant may reasonably request. The determination of the Settlement Accountant will be final final, conclusive and binding on the Partiesparties hereto, and will be the Final Allocation. The fees and expenses of such accounting firm shall be borne equally by PurchaserParent, on the one hand, and the applicable SellerRepresentative, on the other handhand shall each bear 50% of the costs and expenses of the Settlement Accountant arising out of services performed pursuant to this Section 4.15(d). (iii) The Final Allocation will be binding on Parent, the Unitholders and each of their Affiliates for all purposes (including financial accounting purposes, financial and regulatory reporting purposes, and Tax purposes). The applicable Seller shall provide PurchaserRepresentative and Parent will prepare and timely file IRS Form 8594 (Asset Acquisition Statement under Section 1060 of the Code) including any required attachments or supplements thereto, which will reflect and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection consistent with the transactions contemplated hereinFinal Allocation and any adjustments thereto to the extent required by applicable Law. Neither Parent nor the Unitholders will take, nor permit any of their Affiliates to take, for federal, state or local income tax purposes any position (whether in audits, Tax Returns, or otherwise) that is inconsistent with the Final Allocation unless otherwise required by applicable Law. Any adjustments to the Merger Consideration pursuant to this Agreement will result in an adjustment to the Final Allocation in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder.

Allocation. Following (a) The Buyer Parties shall use their best efforts to provide to Sellers, no later than the Closingthird day prior to the Closing Date, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration Preliminary Purchase Price (plus Assumed Liabilities to the extent properly taken into account under the Code and the regulations promulgated thereunder) among the Assets for Tax purposes, prepared on a basis consistent with the Initial Allocation. Sellers and, for any transactions contemplated shall use their best efforts to review and in their reasonable discretion approve the allocation provided by this Agreement that the Buyer Parties within fifteen (15) days following delivery of the allocation. If Sellers do not constitute approve, then Parent and ICO shall each submit their proposed allocation to the Accounting Mediator (or if no Accounting Mediator has been selected, then an Agreed G Transaction Independent Public Accounting Firm selected as the Accounting Mediator pursuant to the procedures set forth in Section 6.162.07(b)). In such event, Purchaser the Accounting Mediator shall also prepare determine the allocation, which determination shall be (i) in writing and deliver signed by the Accounting Mediator, (ii) delivered to Parent and ICO as soon as practicable after the allocation is submitted to the applicable Seller a proposed allocation of Accounting Mediator but not later than the Purchase Price and other consideration paid in exchange for the Purchased Assetsthirtieth day after such submission, prepared (iii) made in accordance with Section 1060, the Initial Allocation and if applicable, Section 338, of the Tax Code this Agreement and (the “Allocation”). The applicable Seller shall have thirty (30iv) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final conclusive and binding on the Partiesparties hereto on the date of delivery of such resolution. The fees and expenses allocation of such accounting firm the Preliminary Purchase Price pursuant to this subsection shall be borne equally by Purchaser, on referred to as the one hand, "Preliminary Allocation". (b) The Buyer Parties and Sellers agree to revise the Preliminary Allocation to rationally reflect any adjustments in the Preliminary Purchase Price pursuant to Section 2.07. To the extent there are adjustments in the Preliminary Purchase Price and the applicable SellerBuyer Parties and Sellers cannot agree on how to revise the Preliminary Allocation to reflect such adjustments, on the other hand. The applicable Seller then Parent and ICO shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required each submit their proposed revised Preliminary Allocation to be furnished to any Taxing Authority in connection with the transactions contemplated herein.the

Allocation. Following Within 90 days following the Closingdate of this Agreement, Purchaser shall prepare provide to Seller (and deliver Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser to Sellers enable Purchaser to provide to Seller) the fair market value of (i) the Transferred Equity Interests, (ii) the Canadian Transferred Assets and (iii) the Transferred Intellectual Property, and shall allocate an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation amount of the Purchase Price (and any other consideration paid items required to be treated as purchase price for Tax purposes) to each of the Transferred Equity Interests, the Canadian Transferred Assets and the Transferred Intellectual Property in exchange for the Purchased Assets, prepared in accordance with Section 1060an amount equal to such fair market value, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use attempt to mutually agree to such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationallocations; provided, however, that nothing contained herein shall prevent the applicable if Seller and Purchaser from settling are unable to agree on such allocation within 30 days following the date on which Purchaser provides the allocations to Seller, Seller and Purchaser shall mutually agree on an independent appraisal firm (the “Appraisal Firm”) to determine the fair market value of the Transferred Equity Interests, the Canadian Transferred Assets and the Transferred Intellectual Property. The opinion of the Appraisal Firm shall be rendered within 150 days following the date of this Agreement and shall be conclusive and binding on the parties, which shall allocate an amount of Purchase Price (and any proposed deficiency other items required to be treated as purchase price for Tax purposes) to each of the Transferred Equity Interests, the Canadian Transferred Assets and the Transferred Intellectual Property in an amount equal to their fair market value as determined by the Appraisal Firm (such amounts as are agreed by the parties or adjustment determined by any Governmental Authority based upon the Appraisal Firm, the “Equity Allocation,” the “Canadian Allocation,” and the “Intellectual Property Allocation” respectively). No later than 45 days prior to the Closing Date, Purchaser shall provide to Seller (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser to enable Purchaser to provide to Seller) the fair market value of the Transferred Real Property. Seller shall have 10 days to review such allocation, and if Seller and Purchaser are unable to agree on such allocation, the fair market value of the Transferred Real Property shall be determined by the Appraisal Firm prior to the Closing Date (such amounts as are agreed by the parties or arising out determined by the Appraisal Firm, the “Real Property Allocation,”). No later than 90 days prior to the due date (taking into account extensions) for the United States federal income Tax Return of such Seller for the taxable period including the Closing Date (the “Return Date”), Purchaser shall propose an allocation (the “Asset Allocation”, and together with the Equity Allocation, the “Allocations”) of the Purchase Price (and neither the applicable Seller nor Purchaser shall be any other items required to litigate before any courtbe treated as purchase price for Tax purposes), any proposed deficiency or adjustment by any Taxing Authority challenging such among the Transferred Assets and the assets of the Transferred Entity that are treated as acquired pursuant to Section 9.07, taking into account the Equity Allocation, the Canadian Allocation, the Intellectual Property Allocation and the Real Property Allocation. If the applicable Seller shall have 10 days to review such proposed allocation and if Seller does not consent to such Allocation, the applicable Seller shall notify inform Purchaser in writing of such disagreement any dispute within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement proposed allocation shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final conclusive and binding on the Partiesparties. In the event there is a dispute and Seller and Purchaser are unable to resolve such dispute within 5 days, Seller and Purchaser shall refer such dispute to the Appraisal Firm, who shall only determine as to the matters in dispute. The conclusions of the Appraisal Firm shall be rendered no later than 10 days prior to the Return Date and shall be conclusive and binding on the parties. Seller and Purchaser shall adjust the Allocations from time to time as mutually agreed to reflect any adjustments to the Purchase Price hereunder (with any dispute to be resolved by the Appraisal Firm). All fees and expenses of such accounting firm the Appraisal Firm shall be borne shared equally by Seller and Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide PurchaserAcknowledged Canadian Obligations are not included in the Assumed Liabilities for the purposes of this Section 9.01; however, the Acknowledged Canadian Obligations are recognized and Purchaser shall provide accounted for in the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinPurchase Price.

Allocation. Following 7.1 Not less than ten (10) days prior to the Closing, Purchaser Allocation Date NGG shall prepare confirm to the Reservation Party and deliver to Sellers an allocation any Nominated User(s) of the aggregate consideration among Sellers amount of Reserved Capacity which will be allocated to the Reservation Party or Nominated User(s) on the Allocation Date, provided such amount of Reserved Capacity shall always be the amount requested provided that this is an amount falling within the Reserved Capacity Tolerance. 7.2 An allocation will be made on the Allocation Date pursuant to this Clause 7 where: 7.2.1 the proposed Capacity Charges in respect of the Reserved Capacity where comprising Quarterly NTS Entry Capacity satisfy the net present value (NPV) test provided by NGG to the Reservation Party and, as the case may be, Nominated User(s); 7.2.2 NGG obtains Planning Permission in relation to reinforcement works on reasonably satisfactory terms; 7.2.3 the Reservation Party obtains Planning Permission which the Reservation Party requires for any transactions contemplated the purposes of its facilities to be located at the NTS System Point (and provides NGG with satisfactory evidence of having obtained such Planning Permission); 7.2.4 there are no outstanding sums due for payment by the Reservation Party to NGG under this Agreement; 7.2.5 the Authority has not vetoed such allocation; and 7.2.6 all Demonstration Information required under this Agreement that do not constitute an Agreed G Transaction pursuant has been provided by the Reservation Party to Section 6.16, Purchaser shall also prepare and deliver to NGG. 7.3 Where the applicable Seller Reservation Party is a proposed allocation User NGG will on the Allocation Date register the Reservation Party as holding the Reserved Capacity at the NTS System Point with effect from the Registration Date (for the purposes of the Purchase Price and other consideration paid in exchange for UNC). 7.4 Without prejudice to Clause 6.7, where the Purchased Assets, prepared Reservation Party has submitted a User Nomination(s) in accordance with Section 1060Clause 6, and if applicable, Section 338, NGG will on the Allocation Date register the Nominated User(s) as holding the Reserved Capacity at the NTS System Point with effect from the Registration Date (for the purposes of the Tax Code (the “Allocation”UNC). The applicable Seller shall have thirty (30) days after the delivery . 7.5 An allocation of Reserved Capacity will not be made on the Allocation Date pursuant to review and consent to this Clause 7 where the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year Nominated User(s) notifies NGG that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller it does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required wish to be furnished to any Taxing Authority in connection with allocated the transactions contemplated hereinReserved Capacity.

Allocation. Following (a) Within sixty (60) days after determination of the ClosingPurchase Price in accordance with Section 2.1(c), Purchaser Buyer shall prepare and deliver to Sellers an Seller a statement (the “Allocation Statement”) reflecting the allocation of the aggregate consideration final Purchase Price, as adjusted to reflect assumed liabilities and other amounts deemed paid by Buyer for federal income tax purposes, among Sellers the Class B Interests of each JV Entity and, for any transactions contemplated by this Agreement with respect to that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation portion of the adjusted Purchase Price and other consideration paid in exchange for allocated to each JV Entity, among the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, separate classes of assets of such JV Entity (including the assets of the Tax Project Companies owned by such JV Entity) in a manner that is consistent with the allocation methodology provided by Section 755 and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The applicable Within thirty (30) days following the receipt by Seller of the Allocation Statement, Seller shall have review the Allocation and submit to Buyer in writing any proposed changes to the Allocation Statement. Unless Seller objects to the Allocation Statement with written notice to Buyer specifying the reasons therefor in reasonable detail by the expiration of such thirty (30) day period, the Allocation Statement prepared and delivered to Seller pursuant to this Section 2.2(a) shall be deemed agreed upon by the Parties and shall be deemed conclusive for purposes of the Allocation. (b) If Seller timely submits proposed changes to the Allocation Statement in accordance with Section 2.2(a), then the Parties shall work in good faith to resolve any dispute as to the Allocation Statement which Seller timely notified Buyer pursuant to Section 2.2(a) within thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedreceiving an objection notice from Seller. If the applicable Buyer and Seller consents are unable to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based agree upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement an allocation within such thirty (30) day period, then none of Buyer or Seller will be bound by the Allocation Statement prepared by Buyer, and thereaftereach of Buyer and Seller (and each of their respective Affiliates) may independently determine its own allocation of the Purchase Price and file its Tax Returns using alternative allocations of its choosing. If Buyer and Seller ultimately agree on the Allocation Statement, the applicable Buyer and Seller shall attempt in good faith file (and shall cause each of their respective Affiliates to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection file) all income Tax Returns consistent with the transactions contemplated hereinAllocation Statement.

Allocation. Following The Sellers and Buyer agree to allocate the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Final Purchase Price and other consideration paid in exchange for among the Purchased Assets, prepared Assets in accordance with the pro forma allocation schedule attached hereto as Schedule 3.4 and the principles of Code Section 10601060 and the regulations thereunder which final allocation schedule will be determined after the date hereof, and if applicable, Section 338, of but by a date no later than ninety (90) days after the Tax Code Closing Date (the “AllocationAllocation Schedule”). The applicable Seller Sellers and Buyer agree that the Sellers’ amount realized for income tax purposes shall have thirty not include any Royalty Advances as defined in and paid under the New Settlement Agreement. If the parties are unable to agree on the final Allocation Schedule within ninety (3090) days after the delivery Closing Date, a third-party appraiser selected by Buyer, and reasonably acceptable to the Sellers, the fees of which shall be borne equally by Buyer and the Sellers, shall resolve the allocation of the consideration to any items with respect to which there is a dispute between the parties. In the absence of manifest error, the determination of the Allocation Schedule by the third-party appraiser shall be final and binding on all parties and shall not be subject to review contest. Each of the parties hereto agree that: (i) none of the parties shall take a position on any Tax Return (including IRS Form 8594) that is in any way inconsistent with the Allocation Schedule without the written consent of the other parties or unless specifically required by an applicable Government Authority; and consent (ii) they shall promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation in writingSchedule. Notwithstanding the foregoing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or the applicable Seller and Purchaser Sellers from settling any proposed deficiency or adjustment assessed against it by any Governmental Government Authority based upon or arising out of such Allocationthe Allocation Schedule, and neither Buyer nor the applicable Seller nor Purchaser Sellers shall be required to litigate before any court, court any such proposed deficiency or adjustment by any Taxing Government Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinAllocation Schedule.

Allocation. Following Buyer and Sellers agree to allocate the ClosingPurchase Price and all other relevant items among the Acquired Assets in accordance with section 1060 of the IRC and the Treasury Regulations (the “Allocation Principles”). No later than thirty (30) days after the Closing Date, Purchaser Buyer shall in good faith prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare Purchase Price (and deliver to the applicable Seller a proposed allocation all other relevant items) as of the Purchase Price and other consideration paid Closing Date among the Acquired Assets determined in exchange for a manner consistent with the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Allocation Principles (the “Purchase Price Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to for Sellers’ review and consent approval (such approval not to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed). If the applicable Seller consents Any reasonable comments provided by Sellers to the Allocation, such Seller Buyer under this Section 2.7 shall be considered by the Buyer in good faith. The Purchase Price Allocation shall be conclusive and Purchaser shall use such Allocation binding on the parties unless Sellers notify Buyer in writing that Sellers object to prepare and file one or more items reflected in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Purchase Price Allocation, and neither specify the applicable Seller nor Purchaser shall be required to litigate before any courtreasonable basis for such objection, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day perioddays after delivery to Sellers of the Purchase Price Allocation. In the case of such an objection, Sellers and thereafter, the applicable Seller Buyer shall attempt negotiate in good faith to promptly resolve any such disagreementdisputed items. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement Any resolution by Sellers and Buyer shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final conclusive and binding on the Partiesparties once set forth in writing (any such conclusive and binding Purchase Price Allocation, the “Final Purchase Price Allocation”). The fees If Sellers and expenses Buyer are unable to resolve all disputed items within twenty (20) days after the delivery of such accounting firm Sellers’ written objection to Buyer, each of Buyer and Sellers may separately determine the allocation of the Purchase Price, and there shall be borne equally by Purchaserno Final Purchase Price Allocation. Buyer and Sellers agree (and agree to cause their respective Subsidiaries and Affiliate) to prepare, execute, and file IRS Form 8594 and all Tax Returns on a basis consistent with the Allocation Principles, and if any, the Final Purchase Price Allocation. None of the Parties will take any position inconsistent with the Final Purchase Price Allocation, if any, on any Tax Return or in any audit or Tax proceeding, unless otherwise required by a final “determination” within the one handmeaning of section 1313 of the IRC (or comparable provision of state, local or foreign Tax Law). Notwithstanding the foregoing, the Parties recognize that certain allocations may be necessary prior to the above time schedule, such as in the case of any Transfer Tax filings, and agree to reasonably cooperate in determining the applicable Sellerappropriate allocation in a timely manner. Notwithstanding any other provision of this Agreement, on the other hand. The applicable Seller terms and provisions of this Section 2.7 shall provide Purchaser, and Purchaser shall provide survive the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinClosing without limitation.

Allocation. Following Within 30 days following the Closingdate of this Agreement, Seller and Purchaser shall prepare and deliver to Sellers an allocation mutually agree on the fair market value of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute Transferred Equity Interests and shall allocate an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation amount of the Purchase Price to the Transferred Equity Interests in an amount equal to such fair market value as determined by the parties. If Seller and other consideration paid in exchange for the Purchased AssetsPurchaser are unable to agree on such allocation, prepared in accordance with Section 1060, Seller and if applicable, Section 338, of the Tax Code Purchaser shall mutually agree on an independent appraisal firm (the “Appraisal Firm”) to determine the fair market value of the Transferred Equity Interests. The opinion of the Appraisal Firm shall be rendered within 60 days following the date of this Agreement and shall be conclusive and binding on the parties, who shall allocate an amount of Purchase Price to the Transferred Equity Interests in an amount equal to their fair market value as determined by the Appraisal Firm (such amount as is agreed by the parties or determined by the Appraisal Firm, the “Mexico Allocation”). The applicable Within 10 days following the determination of the Mexico Allocation, Purchaser shall propose an initial allocation (the “U.S. Allocation”, and together with the Mexico Allocation, the “Allocations”) of the Purchase Price (and any other items required to be treated as purchase price for Tax purposes), less the Mexico Allocation, among the Transferred Assets. Seller shall have thirty (30) 10 days after the delivery of the Allocation to review such proposed allocation and consent to the Allocation if Seller does not inform Purchaser in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocationwriting of any dispute within such period, such proposed allocation shall be conclusive and binding on the parties. In the event there is a dispute and Seller and Purchaser are unable to resolve such dispute within 5 days, Seller and Purchaser shall use refer such Allocation dispute to prepare and file the Appraisal Firm, who shall only determine as to the matters in a timely manner all appropriate Tax filings, including dispute. The conclusions of the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for Appraisal Firm shall be rendered within 10 days following the taxable year that includes date the Closing Date dispute is submitted and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final conclusive and binding on the Partiesparties. The Seller and Purchaser shall adjust the Allocations from time to time as mutually agreed to reflect any adjustments to the Purchase Price hereunder (with any dispute to be resolved by the Appraisal Firm). All fees and expenses of such accounting firm the Appraisal Firm shall be borne shared equally by Seller and Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

Allocation. Following If both Loss covered by these Coverage Guidelines and loss uncovered by these Coverage Guidelines are incurred, either because the ClosingClaim, Purchaser Investigation or Inquiry includes both covered and uncovered allegations or because it includes both insured and uninsured parties, then the Insureds and Coverage Provider agree to use their best efforts to fairly and reasonably allocate such amount between covered Loss and uncovered loss. In the event that a method of allocation cannot be agreed upon by Coverage Provider and the Insureds, then: A. in any arbitration, suit or other proceeding, no presumption shall prepare exist concerning what is a fair and deliver reasonable allocation; B. Coverage Provider shall advance the amount of Costs, Charges and Expenses or Inquiry Costs which they deem fair and proper until a different amount is negotiated by the parties, determined pursuant to Sellers an the arbitration process set forth in subparagraph C. below, or determined judicially; C. Coverage Provider, solely if requested by the Insureds, shall submit the dispute to binding arbitration. The rules of the American Arbitration Association shall apply except with respect to the selection of the arbitration panel, which shall consist of one arbitrator selected by the Insureds, one arbitrator selected by Coverage Provider, and a third independent arbitrator selected by the first two arbitrators. Any negotiated, arbitrated or judicially determined allocation of the aggregate consideration among Sellers andCosts, for Charges and Expenses or Inquiry Costs on account of a Claim, Investigation or Inquiry shall be applied retroactively to all Costs, Charges and Expenses or Inquiry Costs on account of such Claim, Investigation or Inquiry, notwithstanding any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver prior advancement to the applicable Seller contrary. Any allocation or advancement of Costs, Charges and Expenses or Inquiry Costs on account of a proposed Claim, Investigation or Inquiry shall not apply to or create any presumption with respect to the allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out Loss on account of such AllocationClaim, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency Investigation or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinInquiry.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation In recognition of the aggregate consideration among Sellers andfact that Media Co is classified as a disregarded entity for federal income Tax purposes, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare the purchase and deliver to the applicable Seller a proposed allocation sale of the Purchased Interests hereunder shall be treated as a purchase and sale of the assets of Media Co for federal and applicable state income Tax purposes, and as an “applicable asset acquisition” for purposes of Section 1060 of the Code. The Purchase Price and other consideration paid shall be allocated among the assets owned by Media Co in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of manner determined by the Tax Code Purchaser (the “AllocationAllocation Schedule”). The applicable Purchaser shall deliver Seller shall have thirty the Allocation Schedule within sixty (3060) days after the delivery of the Allocation Closing Date. The Parties agree to review and consent to the Allocation in writingfile all Tax Returns (including IRS Form 8594 and, which consent shall not be unreasonably withheldif required, conditioned or delayed. If the applicable Seller consents to the Allocationsupplemental Forms 8594, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable Lawregulations thereunder, including Forms 8594 and 8023any similar or corresponding provision of state or local Tax law, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return a manner that is consistent with the Allocation Schedule and to refrain from taking any position inconsistent with therewith. The Parties agree to cooperate in the preparation of such Allocationforms and to timely file such forms, reports and information statements in the manner required by applicable Tax law; provided, however, that nothing contained herein shall prevent if no such agreement can be reached with respect to the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither Allocation Schedule within the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty sixty (3060) day period, then each Party shall (i) provide to the other Party such Party’s proposed form of Allocation Schedule, and thereafter, (ii) specify in writing those aspects of the applicable Seller form of the Allocation Schedule proposed by the other Party that such Party disputes. The Parties shall attempt thereafter negotiate in good faith for a further period of fifteen (15) Business Days in order to promptly resolve any such disagreementdisputes. If the Parties cando not resolve a disagreement under this Section 3.3reach an agreement in writing as to the Allocation Schedule within the foregoing timeframe, such disagreement then the matters disputed by the Parties shall be resolved submitted for arbitration by an independent a nationally-recognized accounting firm chosen by Purchaser that agrees to use its best efforts to complete such arbitration within forty-five (45) days and that is reasonably acceptable to (and independent of) Seller and Purchaser which shall arbitrate the applicable dispute and submit a written statement of its adjudication, which statement, when delivered to Seller and Purchaser, shall become final and binding upon Seller and Purchaser, and shall, together with those aspects of the proposed forms of Allocation Schedule submitted by the Parties as to which no objection was made, constitute the Allocation Schedule. If Seller and Purchaser do not agree on the firm after a reasonable period of time, the firm shall be Deloitte & Touche LLP. The firm shall be instructed that it may only consider those items set forth in the proposed forms of Allocation Schedule that are in dispute. The determination of the firm shall (i) be within the range of dispute between Purchaser and Seller, and such resolution shall (ii) constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be final and binding on the Partiesentered by any court having jurisdiction thereof. The fees and expenses of such accounting the firm shall be borne equally by Seller and Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

Allocation. Following On or before ninety (90) days after the Closing, Purchaser Buyers shall prepare cause to be prepared and deliver delivered to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of schedule allocating the Purchase Price and any other items constituting consideration paid for applicable income tax purposes (to the extent known at such time) among the Assets in exchange for the Purchased Assets, prepared in accordance a manner consistent with Section 1060, and if applicable, Section 338, 1060 of the Tax Code (the “Allocation”). The applicable Seller Allocation shall be deemed to be accepted by, and shall be conclusive and binding on, Sellers except to the extent Sellers shall have delivered, within thirty (30) days after the delivery of date on which the Allocation is delivered to review Sellers, a written notice to Buyers stating each item to which Sellers take exception (it being understood that any amounts not disputed shall be final and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedbinding). If the applicable Seller consents a change proposed by Sellers is disputed, then Buyers and Sellers shall negotiate in good faith to the Allocationresolve such dispute. If, such Seller and Purchaser shall use such Allocation to prepare and file in after a timely manner all appropriate Tax filings, including the preparation and filing period of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day perioddays following the date on which Sellers give notice to Buyers of any such proposed change, and thereafterany such proposed change still remains disputed, then the Parties shall submit any such remaining disputed items to a jointly selected accounting firm (the “Accounting Referee”) who shall act as an arbitrator to determine only those items in dispute. Within thirty (30) days following submission to the Accounting Referee, the applicable Seller shall attempt in good faith Accounting Referee will prepare and deliver a written determination to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable with respect to the applicable Seller, and Allocation (such resolution shall be final and binding on Allocation mutually agreed to by the Parties, deemed agreed to by the Parties or finally determined by the Accounting Referee, as applicable, the “Final Allocation”). The fees and expenses costs of such accounting firm Accounting Referee shall be borne equally one-half by Purchaser, on the one hand, Buyers and the applicable Seller, on the other handone-half by Sellers. The applicable Seller Parties shall provide Purchaser(a) use commercially reasonable efforts to update the Final Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Purchase Price pursuant to this Agreement and (b) file all Tax Returns, and Purchaser including IRS Form 8594, in a manner consistent with the Final Allocation, as adjusted, unless required to do so by a final determination as defined in Section 1313 of the Code. The Parties shall provide the applicable Seller, with a copy promptly inform one another in writing of any information described above required challenge by any tax authority to be furnished the Final Allocation and shall consult and keep one another informed with respect to any Taxing Authority in connection with the transactions contemplated hereinstatus of such challenge.

Allocation. Following As soon as practicable, but no later than thirty days after the ClosingClosing Date, Purchaser Buyer and Seller shall jointly prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Estimated Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, liabilities of the Tax Code Company existing immediately prior to the Closing among the assets of the Company, based on the fair market value of such assets immediately prior to the Closing, including any allocation to any covenants entered into in connection with this Agreement (the “Allocation”). The applicable Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and any analogous provisions of state, local or foreign Law. Promptly after obtaining the Closing Statement pursuant to Section 2.4, Buyer and Seller shall have thirty (30) days after the delivery of update the Allocation to review and consent reflect any adjustments in a manner consistent with past preparation of the Allocation. If any further adjustment is subsequently made to the Purchase Price or other relevant items Buyer and Seller will cooperate with each other to promptly amend the Allocation to reflect such adjustment. The Allocation (as so adjusted) shall be binding on Buyer, the Company, Seller and each of their respective Affiliates for all purposes, including for Tax and financial accounting purposes. Buyer, the Company, Seller and each of their respective Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to all respects and for all purposes consistent with the Allocation, such . Neither Buyer nor Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with nor their respective Tax Returns for the taxable year that includes the Closing Date and Affiliates shall take no any position on any Tax Return, before any Governmental Authority or in any Tax Return judicial proceeding that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If Buyer and Seller do not reach a written agreement as to the applicable Seller does not consent Allocation prior to such the forty-fifth day after the Closing Date or, with respect to any revision of the Allocation, the applicable Seller shall notify Purchaser in writing within a reasonable period of such disagreement within such thirty time (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement which shall be resolved presumed to be forty-five days), then either Buyer or Seller may by an independent accounting firm chosen by Purchaser and reasonably acceptable notice to the applicable Sellerother submit to the Accounting Arbitrator for determination of the Allocation in accordance with the procedural principles of Section 2.4(d) (including as to how the fees, and such resolution shall be final and binding on the Parties. The fees costs and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required Accounting Arbitrator are to be furnished to any Taxing Authority in connection with the transactions contemplated hereinborne) and this Section 2.5.

Allocation. Following the Closing, Purchaser shall prepare Seller and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement Buyer hereby agree that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for shall be allocated to the Purchased Assets, prepared Acquired Assets in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and substantially in the manner set forth on Exhibit G (the “Allocation”). The applicable Buyer shall submit a proposed Allocation to Seller which may reflect post-Closing third party valuation advice not more than thirty (30) days after the Closing, and such proposed Allocation shall be subject to consent from Seller, which consent shall not be unreasonably withheld. Seller shall have thirty (30) days after the delivery from notice of the such proposed Allocation to review object thereto. Any such objection shall be made by written notice and consent shall specify, in reasonable detail, the specific areas of Seller’s disagreement with Buyer’s proposed Allocation and the reasons therefor. Any items of Buyer’s proposed Allocation that Seller does not timely object to in accordance with the preceding sentence shall be deemed final and shall be binding upon the parties hereto. Buyer and Seller shall report, act and file Tax Returns (including, but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Allocation. Upon payment of any amounts pursuant to Article IX (which shall be treated for Tax purposes as an adjustment to the Allocation Purchase Price), Buyer and Seller shall allocate such amounts pursuant to Article IX in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to accordance with the Allocation, and the parties shall mutually prepare, file and deliver on a timely basis IRS Form 8594 consistent with such Seller Allocation. If any Tax authority challenges such allocation, the party receiving notice of such challenge shall give the other prompt written notice thereof and Purchaser the parties shall use their commercially-reasonable efforts to preserve the effectiveness of such Allocation to prepare and file Allocation. No party hereto shall take any position (whether in a timely manner all appropriate Tax filingsaudits, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return or otherwise) that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the Allocation unless required to do so by applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither Law. Any dispute related to the applicable Seller nor Purchaser Allocation shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser decided in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection accordance with the transactions contemplated hereinprocedures set forth in Section 3.3(d).

Allocation. Following the Closing, Purchaser (a) Buyers and Seller shall prepare and deliver use good faith efforts to Sellers attempt to reach agreement on an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code schedule (the “AllocationAllocation Schedule”). The applicable Seller shall have ) allocating the Cash Purchase Price, the Assumed Liabilities and all other relevant items among the Acquired Assets and the Parties’ agreements in the Non-Competition Agreement within the later of 120 days after the Closing Date or thirty (30) days after the delivery Buyers’ receipt of a Third Party valuation report unless otherwise extended by mutual agreement of Buyers and Seller. If Buyers and Seller reach agreement regarding the Allocation to review and consent to Schedule, the Allocation in writing, which consent Schedule shall not become final (the “Final Purchase Price Allocation”) and shall be unreasonably withheld, conditioned or delayed. If the applicable binding on Buyers and Seller consents to the Allocation, such Seller for U.S. federal income tax purposes. (b) Any Final Purchase Price Allocation (and Purchaser any adjustments thereto) shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms be prepared in accordance with applicable Law, including Forms 8594 the rules under Section 1060 of the Code. The Parties recognize that the Cash Purchase Price and 8023, if applicable, with their respective Tax Returns for Assumed Liabilities do not include Buyers’ acquisition expenses or Seller’s selling expenses and that Buyers and Seller will allocate such expenses appropriately. In the taxable year that includes the Closing Date and shall take no position in any Tax Return that event there is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such a Final Purchase Price Allocation, the applicable Seller shall notify Purchaser Parties agree to act in writing of such disagreement within such thirty accordance with the computations and allocations contained in any Final Purchase Price Allocation in any relevant Tax Returns or filings (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve including any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above forms or reports required to be furnished filed pursuant to Section 1060 of the Code or any Taxing Authority provisions of local, state and foreign Law (“1060 Forms”)), except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of any state, local or foreign Law), and to cooperate in connection with the transactions contemplated hereinpreparation of any 1060 Forms and to file such 1060 Forms in the manner required by applicable Law. (c) If Seller and Buyers are unable to reach a timely agreement regarding the Allocation Schedule, each Party shall be entitled to adopt its own position regarding the Allocation Schedule.

Allocation. Following The payments contemplated by Article II and any other relevant items for Tax purposes (including the ClosingAssumed Liabilities, Purchaser the “Allocable Amount”) shall prepare be allocated among the Purchased Assets and deliver to Sellers an allocation the covenants and agreements set forth in Section 5.1 in accordance with Section 1060 of the aggregate consideration among Sellers and, Code and the other applicable requirements in the Code and the Treasury Regulations and comparable provisions of state and local Tax Law (including for any purposes of determining each Seller’s gain or loss recognized for income Tax purposes and determining Buyer’s basis in assets acquired for income Tax purposes pursuant to the transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to Agreement) using the applicable Seller a proposed methodology set forth in the allocation schedule attached hereto as Exhibit I. As soon as practicable following the determination of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared Final Closing Cash Consideration in accordance with Section 10602.4 (but in no event more than one hundred eighty (180) days after the Closing Date), and if applicable, Section 338, Buyer shall prepare a draft schedule reflecting the allocation of the Tax Code Allocable Amount (including to the “Allocation”)covenants and agreements set forth in Section 5.1) in accordance with Exhibit I and shall submit such allocation to Seller Representative for review. The applicable Seller Representative shall have review such draft schedule and provide any comments thereon in writing to Buyer within thirty (30) days after the Buyer’s delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationdraft schedule; provided, however, that nothing contained herein shall prevent if Seller Representative does not provide any such written comments prior to the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out expiration of such Allocationthirty (30)-day period, and neither the applicable Seller nor Purchaser draft schedule as prepared by Buyer shall be required to litigate before any courtfinal, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocationbinding and conclusive on Buyer and Sellers. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement Representative provides written comments within such thirty (30) day 30)-day period, Buyer and thereafter, Seller Representative shall use commercially reasonable efforts to agree on the applicable Seller shall attempt in good faith to promptly resolve any such disagreementamount and proper allocation of the Allocable Amount. If the Parties canBuyer and Seller Representative have not resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding agreed on the Parties. The fees and expenses allocation within forty-five (45) days after Buyer’s delivery of such accounting firm shall be borne equally by Purchaserthe draft schedule, then Buyer, on the one hand, and the applicable SellerSeller Representative, on the other hand, shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. The applicable Buyer and Seller Representative will each deliver to the other Party and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within thirty (30) days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Buyer and Seller Representative or determined by the Independent Accountant, shall provide Purchaserbe final, binding and conclusive on Buyer and Sellers). Fifty percent (50%) of all fees, costs and expenses of retaining the Independent Accountant shall be borne by Buyer and fifty (50%) of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Sellers. Each of Buyer and Sellers shall, and Purchaser shall provide the applicable Sellercause their respective Affiliates to, with a copy of any information described above required to be furnished to any Taxing Authority in connection file all Tax Returns consistent with the transactions contemplated hereinallocation as finally determined pursuant to this Section 7.4 and to not take any position contrary thereto in any Tax proceeding (except pursuant to a settlement or determination by a Tax authority or as otherwise required by applicable Law).

Allocation. Following (a) At least ten (10) days prior to the ClosingClosing Date, Purchaser Seller shall prepare and deliver to Sellers Buyer an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid among the Properties for tax purposes in exchange for the Purchased Assets, prepared in accordance a manner consistent with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the regulations promulgated thereunder (the “Treasury Regulations”), based upon the fair market value of the Properties (the “Allocation”). Seller and Buyer shall thereafter use commercially reasonable efforts to agree on the Allocation on or before the Closing Date. The applicable Allocation shall reflect the following principles: (i) the amount allocated to pipelines, facilities, equipment and any other real or tangible personal property shall be equal to the original cost of such assets (including, for the avoidance of doubt, any costs incurred in obtaining the Easement Amendments and any Additional Amendments); and (ii) the remainder of the Purchase Price shall be allocated to goodwill and other customer-based intangible assets. Seller and Buyer shall report the transactions contemplated hereby on all Tax Returns (including, but not limited to Form 8594) in a manner consistent with the agreed Allocation. (b) If, notwithstanding Section 3.2(a) above, Seller and Buyer do not agree on the Allocation prior to the Closing Date, Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation promptly engage a firm experienced in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser matters and reasonably acceptable to Buyer, to conduct an appraisal and determine the applicable Seller, and such resolution shall be final and binding on fair market value of the PartiesProperties. The fees and expenses cost of such accounting firm appraisal shall be borne equally one-half by Purchaser, on Seller and one-half by Buyer. Seller and Buyer agree to allocate the one hand, Purchase Price among the Properties and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with report the transactions contemplated hereinhereby on all Tax Returns (including, but not limited to Form 8594) in a manner consistent with the values of the Properties as so appraised. (c) Neither Seller nor Buyer shall take, or shall permit any of their respective affiliates to take, any position inconsistent with the allocation under Section 3.2(a) or Section 3.2(b) on any tax return or otherwise, unless required to do so by Applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code.

Allocation. Following (i) Prior to Closing, Buyer and PKI shall use reasonable efforts to agree on an allocation on a percentage basis (the “Relative Value Allocation”) to each Seller of the relative value of the Transferred Assets (in the aggregate), Equity Interests and the covenant contained in Section 9.3. In the event that the Parties cannot agree on a Relative Value Allocation prior to the Closing, Purchaser each Party shall be permitted to make such allocations that such Party deems correct in all respects, and Sections 1.2(c)(ii) and 1.2(c)(iii) shall not apply and shall have no force or effect. (ii) In the event that the Parties agree on a Relative Value Allocation, as soon as practicable following the determination of the Adjusted Purchase Price (as defined in Section 1.4(i)), PKI shall prepare and deliver to Sellers Buyer for Buyer’s review and comment in accordance with Section 1.2(c)(iii): (A) an allocation schedule (the “Allocation Schedule”) allocating the Adjusted Purchase Price and the Transferred Liabilities among the Sellers and among the Transferred Assets (in the aggregate), the Equity Interests and the covenant contained in Section 9.3, such Allocation Schedule to be prepared in a manner consistent with the Relative Value Allocation but taking into account any adjustments in determining the Adjusted Purchase Price and the amount and source of any Transferred Liabilities; and (B) an allocation schedule (the “Asset Allocation Schedule”) allocating the portion of the aggregate consideration Adjusted Purchase Price and the Transferred Liabilities attributable to the sale of Transferred Assets among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant the Transferred Assets as of the Closing Date. (iii) Subject to Section 6.161.2(c), Purchaser shall also prepare and deliver in the event that any subsequent adjustment to the applicable Seller a proposed allocation of the Purchase Price occurs as a result of (A) any indemnity payments made pursuant to this Agreement, (B) any adjustment to the amount of Transferred Liabilities or (C) for any other reason, PKI shall adjust the allocations under this Section 1.2(c) in such manner as it shall consider appropriate in its reasonable discretion. The Asset Allocation Schedule (and other consideration paid in exchange for the Purchased Assets, any adjustments thereto) shall be prepared in accordance with the rules under Section 1060, and if applicable, Section 338, 1060 of the Tax Internal Revenue Code of 1986, as amended (the “AllocationCode”). The applicable Seller Parties recognize that the Adjusted Purchase Price and Transferred Liabilities do not include Buyer’s acquisition expenses and that Buyer will allocate such expenses appropriately. Notwithstanding anything to the contrary in this Agreement: (I) Buyer shall have thirty forty-five (3045) days after following the delivery receipt of the proposed Allocation Schedule or proposed Asset Allocation Schedule, as the case may be, in which to deliver comments to PKI with respect to the proposed Allocation Schedule or proposed Asset Allocation Schedule (as applicable); and (II) at reasonable times during normal business hours and upon reasonable notice provided to PKI, PKI shall permit Buyer and the representatives of Buyer to examine the financial books and records of PKI and its subsidiaries, to the extent reasonably necessary to allow Buyer to review and consent raise reasonable objections to PKI’s calculation of the amounts set forth in the proposed Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedSchedule and/or proposed Asset Allocation Schedule. If Buyer and PKI disagree on any aspects of the applicable Seller consents to the Allocationproposed Allocation Schedule or proposed Asset Allocation Schedule, such Seller Buyer and Purchaser PKI shall use reasonable efforts to resolve in good faith any such Allocation disagreements as soon as reasonably practicable. The Parties agree to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms act in accordance with applicable Law, including Forms 8594 the computations and 8023allocations contained in the final Allocation Schedule and the final Asset Allocation Schedule (which will either be the Allocation Schedule and Asset Allocation Schedule as proposed by PKI or, if applicable, with their respective Tax Returns for any disagreements are noted per the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocationabove, the applicable Seller shall notify Purchaser in writing Allocation Schedule or Asset Allocation Schedule, as revised to reflect the resolution of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this ) in any relevant Tax Returns (as defined in Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of 2.9(a)) or filings (including any information described above forms or reports required to be furnished filed pursuant to Section 1060 of the Code or any Taxing Authority provisions of local, state and foreign law (“1060 Forms”)), and to cooperate in connection with the transactions contemplated hereinpreparation of any 1060 Forms and to file such 1060 Forms in the manner required by applicable law.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers (a) Exhibit A sets forth an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price (and all relevant Assumed Liabilities and other consideration paid in exchange for relevant items) among the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Assets (the “AllocationPreliminary Allocation Schedule”). The applicable Preliminary Allocation Schedule shall be dated or updated, in either instance in a manner mutually acceptable to Seller shall have and Purchaser, as of a date not more than five (5) Business Days prior to the Closing Date. Within thirty (30) days after the delivery final determination of the Final Closing Balance Sheet, Purchaser shall provide Seller a schedule allocating the Purchase Price (and all relevant Assumed Liabilities and other relevant items) among the Purchased Assets (the “Purchase Price Allocation Schedule”) in a manner consistent with the previously approved Preliminary Allocation Schedule. The Preliminary Allocation Schedule and the Purchase Price Allocation Schedule shall be prepared in accordance with the methodologies set forth on Exhibit A. If Seller disagrees with Purchaser’s Purchase Price Allocation Schedule, Seller shall provide notice (the “Allocation Dispute Notice”) to review Purchaser within ten (10) Business Days of the receipt of the Purchase Price Allocation Schedule and consent Purchaser and Seller shall use commercially reasonable efforts to resolve their differences. (b) If Purchaser and Seller fail to agree on an allocation of the Purchase Price within 30 days after Purchaser receives the Allocation in writingDispute Notice, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such then Seller and Purchaser shall use such Allocation jointly submit the disputed matter(s) to prepare and file in a timely manner all appropriate Tax filings, including KPMG LLP or another mutually acceptable nationally recognized independent accounting firm (the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable “Independent Auditor”). Seller and Purchaser from settling any proposed deficiency will furnish, or adjustment by any Governmental Authority based upon cause to be furnished, to the Independent Auditor such work papers, documentation and other reports and information relating to the disputed matter(s) as the Independent Auditor may request or arising out as either of such Allocation, them believes relevant and neither the applicable each of Seller nor and Purchaser shall be required afforded the opportunity to litigate before any courtdiscuss the disputed matter(s) with the Independent Auditor. The Independent Auditor shall make the final determination (the “Auditor’s Allocation Determination”) (A) in reliance upon supporting documentation provided to the Independent Auditor by the parties hereto within 20 Business Days of submission of the disputed matter(s) to the Independent Auditor, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If (B) in writing, (C) available to the applicable Seller does not consent Parties as soon as practicable after the disputed items(s) have been referred to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day periodIndependent Auditor, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser (D) absent manifest error and reasonably acceptable subject to the applicable Sellerfollowing sentence, nonappealable and such resolution shall be final incontestable by the parties hereto and binding on the Parties. The fees each of their respective Affiliates and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, successors and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.not subject to

Allocation. Following The Parties agree that the ClosingPurchase Price, Purchaser the Assumed Liabilities and any other relevant items shall be allocated, for purposes of Section 1060 of the Code, among the Acquired Assets and the non-competition agreements set forth in Section 4.3(a) in accordance with the principles set forth on Schedule 1.5. As soon as reasonably practicable (and in any event not later than ninety (90) days) after the Closing Date, Buyer shall prepare and deliver to Sellers Seller an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of schedule allocating the Purchase Price and any other consideration paid relevant items among the Acquired Assets and the non-competition agreements set forth in exchange for Section 4.3(a) pursuant to Section 1060 of the Purchased Assets, Code and the regulations thereunder and comparable provisions of state and local law (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060all relevant provisions of the Code and the Treasury regulations thereunder, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such AllocationSchedule 1.5. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution The Allocation Schedule shall be final and binding on the Parties unless, within thirty (30) days after delivery thereof to Seller, Seller delivers a written notice to Buyer of its objections to the Allocation Schedule. If Seller notifies Buyer in writing within such 30 day period that Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate in good faith to resolve such dispute regarding the preparation of the Allocation Schedule within thirty (30) days following Seller’s delivery of notice of such dispute. If the Parties are unable to resolve such dispute within 30 days, the items in disagreement shall be submitted to PricewaterhouseCoopers LLP (or such other firm of independent accountants of national standing to which the Parties agree) for resolution, and, in the absence of fraud or manifest error, such independent accountants’ determination will be conclusive and binding upon the Parties. The fees and expenses of such accounting firm Allocation Schedule as finally determined pursuant to this Section 1.5 shall be borne equally by Purchaser, final and binding on the one handParties for Tax purposes, the Parties shall file all Tax Returns and reports (including Form 8594, Asset Acquisition Statement) in a manner consistent with such Allocation Schedule, and the applicable Seller, on the other hand. The applicable Seller no Party shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of take any information described above required to be furnished to any Taxing Authority in connection position that is inconsistent with the transactions contemplated hereinAllocation Schedule in any audit, examination or other proceeding relating to Taxes, except to the extent otherwise required by Law.

Allocation. Following The Buyer and the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement Seller agree that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for shall be allocated among the Purchased AssetsEquity and the Mexican Purchased Equity, prepared and among the assets of the U.S. Companies, in accordance with Section 10601060 of the Code and the regulations promulgated thereunder, and if applicable, Section 338, in the manner set forth in Exhibit C. Within sixty (60) following completion of the Tax Code (Final Closing Date Balance Sheet, the “Allocation”). The applicable Buyer shall submit a final purchase price allocation to the Seller which shall set forth the amount allocated to the various assets using the methodology set forth in Exhibit C. If the Seller disagrees with any aspect of the allocation, the Seller shall have give written notice to the Buyer within thirty (30) days after of receipt of such allocation. If the delivery Parties are unable to resolve any disagreements within fifteen (15) days of the Allocation to review and consent Seller’s notice to the Allocation Buyer, such disputed items may be submitted to the Independent Accountants and such dispute shall be administered in writingaccordance with the procedures set forth in Section 2.4. The allocation shall be considered final upon the earliest to occur of: (i) the Seller failing to provide timely notice of any objections to the Buyer; (ii) the Buyer and the Seller agreeing upon the allocation; or (iii) the Independent Accountants’ final decision (the “Final Allocation”). Neither the Seller nor the Buyer (or any of their respective Affiliates) shall file any Tax Return (including IRS Form 8594) or, which without the consent shall of the other (such consent not to be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation), such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no any position in any Tax Return Return, refund claim, litigation or otherwise that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Final Allocation. If the applicable Seller does not consent to such AllocationFinal Allocation is disputed by any Taxing authority, the applicable Seller shall notify Purchaser in writing Party receiving notice of such disagreement within such thirty (30) day period, dispute shall promptly notify the other Party hereto. The Seller and thereafter, the applicable Seller shall attempt Buyer agree to cooperate in good faith in responding to promptly resolve any such disagreement. If challenge to preserve the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to effectiveness of the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinFinal Allocation.

Allocation. Following the Closing, Purchaser shall prepare and Seller will deliver to Sellers Buyer (i) an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price to be paid to Seller pursuant to the terms of this ARTICLE III and other consideration paid in exchange for any Assumed Liabilities among the Purchased Assets, prepared Acquired Assets in accordance with the methodology set forth on Schedule 3.5 and Section 10601060 of the Code, and if applicable(ii) an allocation of adjusted Tax basis among the Intellectual Property Rights owned or treated as owned for Tax purposes by the Transferred Subsidiaries (which allocation shall have been prepared by KPMG), Section 338, in each case within 90 days of the Tax Code Closing Date, or as soon thereafter as reasonably practicable (the “AllocationAllocation Schedule”). The applicable If Buyer does not notify Seller shall have in writing within thirty (30) days after the delivery receipt of the Allocation to review and consent to Schedule from Seller that Buyer disagrees with the allocation of one or more items reflected in the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such AllocationSchedule, the applicable Allocation Schedule as prepared by Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the PartiesParties (the “Final Allocation Schedule”). If, within thirty (30) days after receipt of the Allocation Schedule from Seller, Buyer notifies Seller in writing that Buyer disagrees with the allocation of one or more items reflected in the Allocation Schedule, Buyer and Seller shall use reasonable efforts to resolve such dispute. If Buyer and Seller have not resolved the dispute within ten (10) Business Days, Buyer and Seller shall submit the matter to a nationally recognized independent accounting firm chosen jointly by Buyer and Seller (the “Accounting Firm”), which shall resolve the dispute in accordance with the principles set forth on Schedule 3.5 (in the case of the allocation of Purchase Price and Assumed Liabilities among the Acquired Assets), and the Allocation Schedule as modified in accordance with the decision of the Accounting Firm shall be the Final Allocation Schedule. The fees and expenses of such accounting firm the Accounting Firm shall be borne shared equally by PurchaserBuyer and Seller. In the case of any subsequent adjustment to the purchase price (as determined for Tax purposes) requiring an amendment to the Final Allocation Schedule, Seller shall prepare an amended Final Allocation Schedule in accordance with the principles set forth on Schedule 3.5 (in the one handcase of the allocation of Purchase Price and Assumed Liabilities among the Acquired Assets), which shall be subject to the procedures in this Section 3.5. Buyer and Seller agree to report and to cause each of their respective Subsidiaries to report the Transactions in a manner consistent with the Final Allocation Schedule for all Tax purposes, and that none of them will take any position, or cause their respective Subsidiaries to take any position, inconsistent therewith in any Tax Return, refund claim, litigation or otherwise, unless otherwise required by applicable Law. Buyer and Seller will cooperate with each other in preparing Internal Revenue Service Form 8594 and any other Tax documentation consistent with the applicable Seller, on Final Allocation Schedule. Buyer and Seller will promptly notify the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy Party in writing upon receipt of notice of any information described above required to be furnished to any Taxing Authority in connection with pending or threatened Tax audit or assessment challenging the transactions contemplated hereinFinal Allocation Schedule.

Allocation. Following Within ninety (90) days after the ClosingClosing Date, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of schedule allocating the Purchase Price (and any other amounts treated as consideration paid in exchange for Tax purposes) among (a) the Purchased Assets, prepared equity interests of ▇▇▇▇▇▇ Paving and (b) assets of Slats ▇▇▇▇▇ in accordance with the requirements of Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury regulations promulgated thereunder (the “Allocation Schedule”) and shall deliver a draft Allocation Schedule to the Seller Representative for his review. The Seller Representative shall have the right to review the Allocation Schedule and shall notify Purchaser in writing of any objections within fifteen (15) days after receipt of the Allocation Schedule. The Seller Representative and Purchaser agree to use commercially reasonable efforts to reach an agreement on any and all disputed items in the draft Allocation Schedule within twenty (20) days after Purchaser’s receipt of the Seller Representative’s written notice of its dispute of any items set forth in the Allocation Schedule (such final allocation, the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller Representative and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3any disputed items within such twenty (20) day period (or such longer period as may be mutually agreed to by the Seller Representative and Purchaser), such disagreement then the disputed item(s) shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable referred to the applicable Seller, and such resolution Accounting Referee. The determination of the Accounting Referee shall be final and binding on conclusive for purposes of this Section 2.8 and the Parties. The fees and expenses costs of such accounting firm the Accounting Referee shall be borne paid equally by PurchaserSellers, on the one hand, and the applicable SellerPurchaser, on the other hand. The applicable Seller shall provide Purchaser, Sellers and Purchaser shall provide their respective Affiliates shall: (i) file all Tax Returns (including Internal Revenue Form 8594, if applicable) consistent with the Allocation; (ii) upon becoming aware of a challenge to the 26 Allocation by a Governmental Authority, promptly notify the other party of the nature of such dispute, and cooperate in good faith to preserve the effectiveness of the Allocation, to the extent consistent with applicable Seller, Law; (iii) treat any subsequent adjustments to the Purchase Price consistently with a copy of any information described above the Allocation; and (iv) cooperate with each other in preparing Tax Returns and other documents required to be furnished to any Taxing Authority filed or maintained in connection with the transactions contemplated herein.by this Agreement. 2.9

Allocation. Following (a) The Purchase Price and the ClosingAssumed Liabilities shall be allocated among the Assets and the Shares as provided in Section 3.7(b). If the Purchase Price is adjusted pursuant to this Agreement, Purchaser then Schedule 3.7 shall be revised to reflect such adjustment, which shall be made to the Assets or Shares to which the adjustment relates to arrive at a revised allocation. Any Section 3.4(e) Adjustment paid pursuant to Section 3.4(e) shall be allocated pro rata among the Assets and Shares that are ultimately transferred pursuant to this Agreement, with such allocation to be made no later than the time at which the final disposition of all Delayed Shares and Delayed Assets is known and all such amounts have been paid. To the extent permitted by Applicable Law, the allocation, as so determined, shall bind the parties for all purposes, including in respect of Tax and UK stamp duty, provided that for Tax and UK stamp duty purposes the parties may make provisional allocations of any Section 3.4(e) Adjustment based on reasonable estimates of the final allocation, and such adjustments as are necessary to conform the provisional allocations to the final allocations. None of Conopco, Buyer or their respective Affiliates shall take a position in any Tax or UK stamp duty proceeding or audit or otherwise that is inconsistent with the allocation made pursuant to this Section 3.7 except as required by Applicable Law and they shall consult with each other with respect to any Tax or UK stamp duty audit, controversy or litigation relating to the allocation. Conopco, Buyer and their respective Affiliates shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for on a basis consistent with the taxable year that includes the Closing Date foregoing allocation, and shall not take no any inconsistent Tax reporting Table of Contents position in except as required by Applicable Law. Each party shall provide the other with a copy of its proposed Internal Revenue Service Form 8594 relating to this transaction (and any comparable state, local, or foreign form or schedule) not later than ten days prior to filing of the Tax Return to which the form or schedule relates. (b) As soon as reasonably practicable following the date hereof, Conopco and Buyer shall jointly engage Conopco’s Accountants to make an independent recommendation and determination of the respective values of the Assets and Shares based on the principles set forth in Schedule 3.7 hereto. Schedule 3.7 shall also specify the Shares of the non-U.S. and non-U.K. Companies and the Assets of the non-U.S. businesses that is inconsistent will comprise the Note Shares and Assets. Conopco’s Accountants shall perform such determination based solely on such principles and shall not communicate or consult on an ex parte basis with either Conopco or Buyer with respect thereto. Within 60 Business Days following the date hereof, Conopco’s Accountants shall present to Conopco and Buyer simultaneously a report containing the results of its determination as to the respective amounts allocated to the Assets and Shares, together with the schedules and supporting documentation on which such Allocation; provided, however, that nothing contained herein determination was based. Each of Conopco and Buyer shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out have ten Business Days following delivery of such Allocationreport to review the determination of Conopco’s Accountants. In connection with its review of such report, Buyer may consult with Buyer’s Accountants. Following such ten-Business Day period, each of Conopco and Buyer shall deliver to the other party hereto, and neither to Conopco’s Accountants, a written list of its respective comments and disagreements with the applicable Seller nor Purchaser determination of Conopco’s Accountants. Promptly thereafter, Conopco, Buyer and Conopco’s Accountants shall be required consult with one another as a group (but not separately) as to litigate before any court, any proposed deficiency or adjustment the determination made by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day periodConopco’s Accountants, and thereafterConopco’s Accountants shall consider equally the comments of Conopco and Buyer with respect thereto. Following such consultation, the applicable Seller Conopco’s Accountants shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve make a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable final determination as to the applicable Sellerrespective amounts allocated to the Assets and Shares based on the principles set forth in Section 3.7(a) and on Schedule 3.7 hereto, and such resolution which determination shall be final and binding on upon the Partiesparties as to the values of the Assets and Shares, absent manifest error or a violation by Conopco’s Accountants of the standards (including independence standards) and principles set forth in this Section 3.7. The fees cost of Conopco’s Accountants’ review and expenses of such accounting firm determination shall be borne equally as to 10/13 by Purchaser, on the one hand, Buyer and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein3/13 by Conopco.

Allocation. Following Notwithstanding the Closingforegoing. (a) in the event a Force Majeure Event affects Seller’s ability to deliver Chips hereunder, Purchaser Seller shall prepare and continue to deliver to Sellers an allocation Buyer a pro rata amount of Chips based on the aggregate tonnage of Pine Chips or Hardwood Chips, as the case may be, produced by Seller during such Force Majeure Event and provided further that Seller shall afford Buyer with treatment no less favorable than that provided to Seller’s other customers, including its affiliates, during such time as the Force Majeure Event continues. (b) in the event a Force Majeure Event, or a temporary or permanent shutdown of the Canton Mill or any paper machine affects Buyer’s ability to take delivery of Chips hereunder, Buyer shall continue to take delivery from Seller of a pro rata amount of Chips based on the aggregate consideration among Sellers andtonnage of Pine Chips or Hardwood Chips, as the case may be, accepted by Buyer during such Force Majeure Event, or such temporary or permanent shutdown and provided further that Buyer shall afford Seller with treatment no less favorable than that provided to Buyer’s other suppliers, including its affiliates, during such time as the Force Majeure Event, or a temporary or permanent shutdown continues. (c) Notwithstanding anything in this Section 10 to the contrary, if, as a result of a Force Majeure Event or temporary shutdown, Buyer, for any transactions contemplated by this Agreement that do a period expected to exceed one month, cannot constitute an Agreed G Transaction pursuant accept the quantity of Hardwood or Pine Chips to Section 6.16be delivered hereunder, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the right to contract with third parties for the sale of any such Hardwood or Pine Chips that Buyer is unable to accept. After Buyer gives notice to Seller that it is again able to accept delivery of Hardwood or Pine Chips, Seller will notify Buyer of any commitments for the Allocation sale of such Chips that Seller has undertaken to review sell to third parties by contract, understanding or other agreement and Seller shall not be required to again deliver such volumes of Hardwood or Pine Chips to Buyer until it has delivered all the Chips contracted by Seller to such third parties, provided that no such contract shall be entered into for a term longer than three months without the consent to the Allocation in writingof Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. If and Seller’s obligation to deliver Chips hereunder (and Buyer’s obligation to accept such Chips) shall be reduced by the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing quantity of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent Chips contracted to such Allocation, the applicable Seller third party. Seller’s exercise of its right to contract with third parties shall notify Purchaser in writing not constitute a waiver of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith its right to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement recover damages under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein16.

Allocation. Following (a) Seller shall be liable for and pay any and all Taxes levied or imposed on, or attributable to, the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, Company for any transactions contemplated by taxable year or period (or portion thereof) ending or deemed to end (including under this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16Agreement), Purchaser shall also prepare and deliver on or prior to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such AllocationDate; provided, however, that nothing contained Seller shall not be liable for or pay any Taxes taken into account in the determination of the Final Adjusted Net Working Capital (with the Taxes described in this proviso referred to herein as “Excluded Taxes”). In order to apportion appropriately any Taxes relating to a taxable period beginning on or before and ending after the Closing Date (a “Straddle Period”) (including refunds of, or credits attributable to, such Taxes), to the extent permitted or required under applicable law, the portion of such Tax that relates to the period ending on the Closing Date shall prevent (i) in the applicable Seller case of any Taxes other than Taxes imposed upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period up to and Purchaser from settling including the Closing Date, and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any proposed deficiency or adjustment by any Governmental Authority Tax based upon or arising out related to income or receipts, be deemed to be equal to the amount that would be payable if the relevant taxable period ended as of such Allocationthe Measurement Time. Any credits relating to a Straddle Period shall be taken into account as though the relevant taxable period ended as of the Measurement Time. Notwithstanding the foregoing, and neither any Tax items relating to any transactions not in the applicable Seller nor ordinary course of business that occur after the Measurement Time shall be treated as occurring after the Closing Date. (b) Purchaser shall be required to litigate before liable for and pay (i) any courtand all Taxes levied or imposed on, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocationattributable to, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty Company for any taxable year or period (30or portion thereof) day period, and thereafter, the applicable Seller shall attempt in good faith beginning or deemed to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement begin (including under this Agreement) after the Closing Date and (ii) any and all Excluded Taxes. (c) If, as a result of any Audit, Tax Claim or amended Tax Return, there is any change after the Closing Date in an item of income, gain, loss, deduction, credit or amount of Tax that results in an increase in a Tax liability for which Seller would otherwise be liable pursuant to Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller8.1(a) (Allocation) or Article XI (Indemnification), and such resolution change results in or will result in a Tax Benefit to the Company, Purchaser or any Affiliate thereof for any taxable year or period beginning after the Closing Date or for the portion of any Straddle Period beginning after the Closing Date, the amount for which Seller is liable pursuant to paragraph (a) with respect to such increase shall be final and binding on reduced by the Parties. The fees and expenses amount of such accounting firm shall be borne equally Tax Benefit (and, to the extent such increase in Tax liability is paid to a taxing authority by PurchaserSeller or any Affiliate thereof, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide pay Seller an amount equal to the applicable Seller, with a copy amount of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinsuch Tax Benefit).

Allocation. Following the Closing, Purchaser (i) Seller shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price among the Subsidiary Interests and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Foreign Notes (the “AllocationProposed Allocation Statement”). The applicable Seller , and shall have thirty deliver the Proposed Allocation Statement to Buyer for its review within forty-five (3045) days after the delivery date of the Allocation this Agreement. Buyer shall have twenty (20) days after receipt within which to review and consent to the Proposed Allocation in writing, which consent shall Statement (not to be unreasonably withheld, conditioned or delayed). If In the applicable event that Buyer does not agree with the Proposed Allocation Statement and provides Seller consents with written notice of, and basis for, such disagreement during such period, Seller and Buyer shall negotiate in good faith to resolve any differences; provided that if Buyer does not provide such written notice during such period, the Proposed Allocation Statement shall become the “Closing Allocation Statement.” In the event that Buyer and Seller are unable to resolve any differences within twenty (20) days after delivery of the Proposed Allocation Statement by Seller to Buyer, the Parties shall submit any disputed items to the AllocationAuditor for resolution. Buyer and Seller shall act in good faith to cause the Auditor to deliver its comments to the Proposed Allocation Statement within ten (10) days after such submission, and the allocation statement as revised by the Auditor shall become the Closing Allocation Statement. Promptly after the Determination Date, Seller shall update the Closing Allocation Statement to reflect the final Purchase Price, taking into account the adjustments determined pursuant to Section 2.05. The fees and expenses of the Auditor shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller, and the decision of the Auditor shall be final and binding on the Parties. (ii) The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Authority) on any Tax Return or in any audit or examination before any Governmental Authority that is in any way inconsistent with the Closing Allocation Statement (as such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms may be adjusted in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationthis Section 2.03(b)); provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser Parties or any of their Affiliates from settling (A) settling, or require them to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the Closing Allocation Statement or (B) complying with applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinLaw.

Allocation. Following (a) Sellers and Buyer agree that the Closing, Purchaser Purchase Price plus the Assumed Liabilities shall prepare be allocated among the Acquired Companies and deliver the Acquired Assets and then to Sellers an allocation each of the aggregate consideration among assets being acquired for tax purposes in accordance with the estimated allocation schedule (the “Estimated Allocation”) attached to this Agreement as Section 10.13 to the Disclosure Schedule. Within 30 Business Days after the determination of the Final True-Up, Buyer and Sellers andRepresentative shall negotiate in good faith to attempt to agree to the final allocation schedule (the “Final Allocation”), for provided that such Final Allocation shall not be materially different from the Estimated Allocation, shall be based on the amounts allocated to each Acquired Interest in the Estimated Allocation and shall use actual dollar amounts as of the Closing Date. If Buyer and Sellers Representative cannot agree on the Final Allocation, within 10 days after the end of such 30 Business Day period described above, Sellers Representative and Buyer shall refer the matter to the Neutral Auditor to arbitrate the dispute. The Neutral Auditor shall arbitrate the dispute regarding the Final Allocation subject to the Parties’ determination that the Final Allocation shall not be materially different from the Estimated Allocation, shall be based on the amounts allocated to each Acquired Interest in the Estimated Allocation and shall use actual dollar amounts as of the Closing Date. The Neutral Auditor’s determination as to any transactions issue in dispute shall be concluded within 20 days of such referral by Sellers Representative and Buyer. Such determination shall be binding on Sellers and Buyer (subject to adjustments pursuant to Section 10.13(b)) and shall be enforceable in a court of competent jurisdiction. All costs of the dispute resolution process contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant Section 10.13 (including, without limitation, the Neutral Auditor’s fees, but exclusive of attorneys’ fees) shall be borne by the Party who is the least successful in such process, which shall be determined by comparing (x) the position asserted by each Party on all disputed matters taken together to Section 6.16, Purchaser shall also prepare and deliver (y) the final decision of the Neutral Auditor on all disputed matters taken together. (b) The allocation to the applicable Seller a proposed allocation Acquired Interests is intended to comply with the requirements of Section 338 and 1060 of the Purchase Price Code. The Parties shall cooperate to comply with all substantive and other consideration paid in exchange for the Purchased Assets, prepared in accordance with procedural requirements of Section 338 and 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of completion and agreement by the Allocation to review and consent Parties to the Final Allocation in writing(or the decision by the Neutral Arbitrator), which consent such Final Allocation shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents adjusted only if and to the Allocationextent necessary to comply with such requirements of Section 338 and 1060. Buyer and Sellers agree that they will not take nor will they permit any Affiliate to take, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate for income Tax filingspurposes, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no any position in any Tax Return that is inconsistent with such Final Allocation; provided, however, that nothing contained herein shall prevent Buyer’s cost for the applicable Seller and Purchaser assets may differ from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement total amount allocated under this Section 3.3Agreement to reflect the inclusion in the total cost of items (for example, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to capitalized acquisition costs) not included in the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereintotal amount so allocated.

Allocation. Following (a) Within one hundred twenty (120) days after the ClosingClosing Date, Purchaser Buyer shall prepare and deliver to Sellers an Seller a statement (the “Allocation Statement”) reflecting the allocation of the aggregate consideration final Purchase Price, as adjusted to reflect assumed liabilities and other amounts deemed paid by Buyer for federal income Tax purposes among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation separate classes of assets of the Purchase Price and other consideration paid Company in exchange for a manner that is consistent with the Purchased Assets, prepared in accordance with allocation methodology provided by Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The applicable Within forty-five (45) days following the receipt by Seller of the Allocation Statement, Seller shall have thirty review the Allocation and submit to Buyer in writing any objections or proposed changes to the Allocation Statement (30an “Objections Notice”). Unless Seller submits an Objections Notice on or the expiration of such forty-five (45) day period, the Allocation Statement prepared and delivered to Seller pursuant to this Section 2.2(a) shall be deemed agreed upon by the Parties and shall be deemed conclusive for purposes of the Allocation. (b) If Seller timely submits an Objections Notice in accordance with Section 2.2(a), the Parties shall negotiate in good faith and use their Reasonable Efforts to resolve such dispute. In the event the Parties are unable to resolve any dispute with respect to the Allocation Statement within twenty (20) days after the delivery of the Objections Notice, neither Buyer nor Seller will be bound by the Allocation to review Statement as prepared by the Buyer, and consent each Party may independently (and in its sole discretion) (i) determine its own allocation of the Purchase Price among the separate classes of assets of the Company, and (ii) file its Tax Returns (and Tax Returns of its Affiliates) using alternative allocations of its choosing. (c) If the Parties ultimately agree on the Allocation Statement, (i) such Allocation Statement shall be amended as, and to the Allocation extent, Buyer and Seller mutually agree to reflect any adjustment to the Purchase Price (as adjusted to reflect assumed liabilities and other amounts deemed paid by Buyer for federal income Tax purposes), (ii) except to the extent required to comply with audit determinations of any Taxing Authority with jurisdiction over a Party, Buyer and Seller shall report the Contemplated Transactions for all required federal Income Tax and all other Tax purposes in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to a manner consistent with the Allocation, such and (iii) Buyer and Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall not take no any position in any Tax Return or Tax Proceeding that is inconsistent with such Allocationthe Allocation without the consent of the other Party; provided, however, that nothing contained herein shall prevent the applicable neither Buyer nor Seller and Purchaser from settling (nor any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser their Affiliates) shall be required to litigate before any court, court or defend in any administrative proceeding (including any Tax audit or examination) any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If Provided Buyer and Seller ultimately agree on the applicable Allocation Statement, to the extent such filings are required, (x) Buyer and Seller does not consent agree to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty file Internal Revenue Service Form 8594 (30) day periodAsset Acquisition Statement Under Section 1060), and thereafterall federal and state Income Tax Returns, in accordance with the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable SellerAllocation Statement, and such resolution shall be final (y) Buyer and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on Seller agree to provide the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with complete Form 8594 within fifteen (15) Business Days of the transactions contemplated hereinrequest for such information.

Allocation. Following The Final Purchase Price will be allocated between the ClosingTarget Equity. The parties agree that, Purchaser for this purpose, (x) the aggregate fair market value of the Blocker Stock is equal to the aggregate fair market value of the units of Hiperos owned by the Blocker at the Closing and (y) the fair market value of the units of Hiperos owned by the Blocker is the same as the fair market value of the units of Hiperos (on a percentage interest basis) owned by Parent and Splitter. Buyer shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction Final Purchase Price (other than the portion allocated to the Blocker Stock pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation preceding sentence) among the assets of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared Hiperos in accordance with Section 1060Sections 751 and 755 of the Code and the Treasury Regulations thereunder and any similar provisions of state or local law, as appropriate, and if applicable, Section 338, of the Tax Code principles agreed upon as set forth in Schedule 2.8(d) (the “Proposed Allocation”). The applicable Seller Buyer shall have thirty deliver the Proposed Allocation to Parent within ninety (3090) calendar days after the delivery of the Allocation to Closing Date for Parent’s review and consent consent, not to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If Parent shall review the applicable Seller consents to Proposed Allocation and provide Buyer with comments within 30 days of the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including date that Parent receives the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Proposed Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller Buyer and Parent shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt work in good faith to promptly resolve any such disagreement. If disputes with respect to the Parties Proposed Allocation and if they cannot resolve a disagreement under this Section 3.3such dispute within 30 days, such disagreement dispute shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable in accordance with the provisions of Section 2.8(l). Furthermore, within sixty (60) days of any adjustment to the applicable SellerFinal Purchase Price under any provision of this Agreement, Buyer shall adjust the Proposed Allocation in a manner consistent with Section 751 and such resolution shall be final and binding on 755 of the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, Code and the applicable SellerTreasury Regulations thereunder (as adjusted, on the other hand. The applicable Seller shall provide Purchaser, “Adjusted Allocation”) and Purchaser shall provide the applicable Seller, with within five Business Days deliver a copy of the Adjusted Allocation Schedule to Parent for Parent’s review and consent, not to be unreasonably withheld, conditioned or delayed. None of Buyer, Target or the Seller Group Parties shall take any information described above position (whether in audits, Tax Returns, or otherwise) which is inconsistent with the Proposed Allocation (or the Adjusted Allocation, as applicable), as finally determined pursuant to this Section 2.8(d), unless required to be furnished to any Taxing Authority in connection with the transactions contemplated hereindo so by Applicable Law.

Allocation. Following The Purchase Price (plus all other capitalizable costs and all Assumed Liabilities to the Closing, Purchaser shall prepare and deliver extent properly taken into account pursuant to Sellers an allocation the Code) will be allocated for Tax purposes among the Acquired Assets in accordance with Section 1060 of the aggregate consideration among Sellers andCode, for any transactions contemplated as mutually agreed upon by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare Buyer and deliver to the applicable Seller a proposed allocation Seller. No portion of the Purchase Price and other consideration paid shall be allocated in exchange for respect of the Purchased AssetsLease Assignments. Seller shall submit a proposed allocation to Buyer not more than ninety (90) days after the date on which the Actual Net Working Capital Amount is finally determined pursuant to Section 3.3(c) or Section 3.3(d), prepared in accordance with Section 1060as the case may be, and if applicable, Section 338, of the Tax Code (the “Allocation”)such proposed allocation shall be subject to consent from Buyer. The applicable Seller Buyer shall have thirty (30) days after from notice of such proposed allocation to object thereto. Any such objection shall be made by written notice to Seller and shall specify, in reasonable detail, the delivery specific areas of Buyer’s disagreement with Seller’s proposed allocation and the reasons therefor. Seller and Buyer shall negotiate in good faith to resolve any dispute relating to the proposed allocation (and any adjustments necessitated by adjustments to the Purchase Price); provided, that if Seller and Buyer are unable to resolve any such dispute, neither Buyer nor Seller shall be bound by any portion of the Allocation to review proposed allocation as prepared by Seller, and consent to each party may independently determine its own allocation of the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedPurchase Price and file its Tax Returns (and Tax Returns of its Affiliates) using alternative allocations of its choosing. If (a) Buyer does not timely object to Seller’s proposed allocation, or (b) Buyer does timely object but the applicable Seller consents parties ultimately agree to an allocation of the AllocationPurchase Price (in either case, such Seller and Purchaser an allocation, the “Allocation”), the parties shall use such Allocation to prepare and file all Tax Returns (including Internal Revenue Service Form 8594) in a timely manner all appropriate Tax filings, including consistent with the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser a party from settling any proposed deficiency or adjustment by any Governmental Authority taxing authority based upon or arising out of such the Allocation, and neither the applicable Seller nor Purchaser party shall be required to litigate before any court, court any proposed deficiency or adjustment by any Taxing Authority a taxing authority challenging such Allocation. If Each of the applicable Seller does not consent parties shall notify the other if it receives notice that any tax authority proposes any allocation different from that set forth in the Allocation and any adjustments thereto agreed to such Allocationby the parties. In the event of any adjustment to the Purchase Price pursuant to Section 3.3 or ARTICLE VIII, the applicable Seller Allocation shall notify Purchaser be adjusted in writing of such disagreement within such thirty (30) day period, and thereafter, accordance with the applicable Seller shall attempt principles set forth in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein3.4.

Allocation. Following Within ten (10) days of the ClosingEffective Date, the Purchaser shall prepare and deliver to Sellers the Seller an allocation of the aggregate Purchase Price, the Assumed Liabilities and any other items constituting consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver applicable income Tax purposes (to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for extent known at such time) among the Purchased Assets, Assets prepared in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury regulations promulgated thereunder (the “Allocation”) consistent with the format set forth on Schedule 1.7(b). The applicable Seller shall have No later than thirty (30) days after following receipt by the delivery Seller of the Allocation to review and consent Purchaser’s proposed Allocation, the Seller may deliver to the Allocation Purchaser a statement setting forth any objections thereto (including a description in writing, which consent shall not be unreasonably withheld, conditioned reasonable detail of the factual or delayed. If legal basis for such objection) along with the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any Seller’s proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent fails to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement deliver its proposed Allocation within such thirty (30) day period, the Seller shall be deemed to have accepted the Purchaser’s proposed Allocation. For a period commencing on the date of the Purchaser’s receipt of the Seller’s proposed Allocation and thereafterending on the day prior to the Closing Date, the applicable Seller Parties shall attempt negotiate in good faith to promptly resolve any dispute; provided, that any such disagreement. If the Parties dispute that cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by the Parties within such period shall be referred to an independent accounting firm chosen by Purchaser and reasonably mutually acceptable to the applicable SellerPurchaser and the Seller for its review and resolution, which resolution will be determined within thirty (30) days of such referral and such resolution shall be final and binding on the Parties. The fees , and expenses the cost of such accounting firm shall be borne equally fifty percent (50%) by Purchaserthe Purchaser and fifty percent (50%) by the Seller. The Parties agree (i) to file all Tax Returns (including IRS Form 8594 (Asset Allocation Statement), on if necessary) consistent with the one handAllocation as finally determined pursuant to this Section 1.7(b), and (ii) that neither the Seller nor the Purchaser or any of their respective Affiliates or direct or indirect owners shall take a position on any Tax Return, or in any Tax audit that is in any manner inconsistent with the terms of the Allocation (as so finalized), except as required by applicable SellerLaw. In the event of any adjustment to the purchase consideration hereunder for income tax purposes, on including as a result of any indemnity payment made pursuant to this Agreement or any change to the other handPurchase Price after the Allocation has been agreed upon by Parties, the Parties shall revise the Allocation (as otherwise finalized in accordance with the terms of this Section 1.7(b)) reflecting such adjustment. The Parties hereto will reasonably promptly inform one another of any challenge by any Governmental or Regulatory Authority to any allocation made pursuant to this Section 1.7(b). For the avoidance of doubt, the Parties acknowledge that the Allocation, as it may be modified pursuant to this Section 1.7(b), is being established for federal income tax purposes and applicable Seller shall provide Purchaserstate and local tax purposes, and Purchaser shall provide the is not necessarily applicable Sellerfor any other purposes, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinincluding, without limitation, for financial or accounting purposes.

Allocation. Following As soon as practicable following the Closingdetermination of the Adjusted Purchase Price (as defined in Section 1.4(i)), Purchaser PKI shall prepare and deliver to Sellers Buyer: (i) an allocation schedule (the “Allocation Schedule”) allocating the Adjusted Purchase Price and the Assumed Liabilities among the Sellers and among the Acquired Assets (in the aggregate), the Stock and the covenant contained in Section 9.3 hereof, such Allocation Schedule to be prepared in a manner consistent with Schedule 1.2 but taking into account any adjustments in determining the Adjusted Purchase Price and the amount and source of any Assumed Liabilities; and (ii) an allocation schedule (the “Asset Allocation Schedule”) allocating the portion of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare Adjusted Purchase Price and deliver the Assumed Liabilities attributable to the applicable Seller sale of Acquired Assets by the Asset Sellers among the Acquired Assets of the Asset Sellers as of the Closing Date. If Buyer does not provide any comments to PKI in writing within 45 days following delivery by PKI of the proposed Asset Allocation Schedule, then the Asset Allocation Schedule proposed by PKI shall be deemed to be final and binding. If, however, Buyer submits comments to PKI within such 45-day period, PKI and Buyer shall negotiate in good faith to resolve any differences within 30 days. If PKI and Buyer are unable to reach a proposed allocation resolution within such 30 day period, then all remaining disputed items shall be submitted for resolution to the Neutral Accountant, who shall make a final determination as to the disputed items within 30 days after such submission, and such determination shall be final, binding and conclusive on PKI and Buyer. The fees and disbursements of the Neutral Accountant shall be shared equally between PKI and Buyer. In the event that any subsequent adjustment to the Purchase Price occurs as a result of (A) any indemnity payments made pursuant to this Agreement, (B) any adjustment to the amount of Assumed Liabilities or (C) for any other reason, PKI shall adjust the allocations under this Section 1.2(b) in such manner as shall be consistent with the original allocation schedules. The Asset Allocation Schedule (and other consideration paid in exchange for the Purchased Assets, any adjustments thereto) shall be prepared in accordance with the rules under Section 1060, and if applicable, Section 338, 1060 of the Tax Internal Revenue Code of 1986, as amended (the “AllocationCode”). The applicable Seller shall have thirty (30) days after Parties recognize that the delivery of the Allocation Adjusted Purchase Price and Assumed Liabilities do not include Buyer’s acquisition expenses and that Buyer will allocate such expenses appropriately. The Parties agree to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms act in accordance with applicable Law, including Forms 8594 the computations and 8023, if applicable, with their respective allocations contained in the Allocation Schedule and the Asset Allocation Schedule in any relevant Tax Returns for the taxable year that includes the Closing Date and shall take no position (as defined in Section 2.9(a)) or filings (including any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency forms or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above reports required to be furnished filed pursuant to Section 1060 of the Code or any Taxing Authority provisions of local, state and foreign Law (“1060 Forms”)), and to cooperate in connection with the transactions contemplated hereinpreparation of any 1060 Forms and to file such 1060 Forms in the manner required by applicable Law.

Allocation. Following Within 20 days after a final resolution of any adjustment to the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction Purchase Price pursuant to Section 6.162.5(b), Purchaser Buyer shall also prepare and deliver to provide Seller in writing (the applicable Seller a “Allocation Schedule”) the proposed allocation manner in which the sum of the Purchase Price (as adjusted pursuant to Section 2.5(b)) and other consideration paid in exchange for the Purchased Assumed Liabilities will be allocated among the Acquired Assets, prepared which allocation shall be made in accordance with Section 10601060 of the Code. Promptly following the receipt of the Allocation Schedule, Seller shall have the right to object to such proposed allocations set forth in the Allocation Schedule, and if applicableSeller objects, Section 338, it shall notify Buyer of the Tax Code disputed item (or items) and the “Allocation”). The applicable basis for its objection and Buyer and Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt act in good faith to promptly resolve any such disagreementdispute for the 30 day period thereafter. If within such 30 day period, the Parties canhave not resolve a disagreement under this Section 3.3reached agreement regarding such allocations, such disagreement the dispute shall be resolved by presented to an independent accounting firm chosen mutually agreed upon by Purchaser Seller and reasonably acceptable to the applicable SellerBuyer, and such resolution whose determination shall be final and binding on the upon both Parties. The fees and expenses of such the accounting firm shall be borne equally paid fifty percent by PurchaserSeller and fifty percent by Buyer. Unless otherwise required by law, on the one hand, and the applicable Seller, Buyer and their respective Affiliates shall (a) be bound by the final allocations determined pursuant to this Section 2.8 for purposes of determining Taxes, (b) prepare and file their Tax Returns on a basis consistent with such final allocations and (c) take no position inconsistent with such final allocations on any applicable Tax Return, in any proceeding before any Tax authority or otherwise. In the event that any of the allocations are disputed by any Tax authority, the Party receiving notice of the dispute shall promptly notify the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide Party concerning resolution of the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereindispute.

Allocation. Following If any Demand Registration involves an underwritten offering and the Closingmanaging underwriter of such offering shall advise the Company that, Purchaser shall prepare in its view, the number of Registrable Securities and deliver to Sellers an allocation other shares of common stock of the aggregate consideration among Sellers andCompany with registration rights (the "Section 2 Other Shares") requested to be included in such registration exceeds the largest number that can be sold in an orderly manner in such offering within a price range acceptable to the Holders of Registrable Securities requesting the registration, for the Company shall include in such registration: (i) first, to each Initiating Holder, pro rata on the basis of the number of shares of Registrable Securities held by such Initiating Holders that such Initiating Holders had requested to be included in the registration, provided, however, if any transactions contemplated by this Agreement that do Initiating Holder does not constitute an Agreed G Transaction request inclusion of the maximum number of shares of Registrable Securities allocated to him pursuant to Section 6.16the above-described procedure, Purchaser the remaining portion of his allocation shall also prepare be reallocated among the remaining Initiating Holders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities held by such remaining Initiating Holders that such Holders had requested to be included in the registration, and deliver this procedure shall be repeated until all of the shares of Registrable Securities which may be included in the registration on behalf of the Initiating Holders have been so allocated, (ii) thereafter, to the applicable Seller a proposed allocation selling holders of the Purchase Price non-requesting Registrable Securities and Section 2 Other Shares, pro rata on the basis of the number of shares of Registrable Securities and Section 2 Other Shares held by such Holders and other consideration paid selling stockholders that such Holders and other selling stockholders had requested to be included in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationregistration; provided, however, that nothing contained herein if any Holder or other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Section 2 Other Shares allocated to him pursuant to the above-described procedure, the remaining portion of his allocation shall prevent be reallocated among those requesting Holders and other selling stockholders whose allocations did not satisfy their requests pro rata on the applicable Seller basis of the number of shares of Registrable Securities and Purchaser from settling any proposed deficiency or adjustment Section 2 Other Shares held by any Governmental Authority based upon or arising out of such AllocationHolders and other selling stockholders that such Holders and other selling stockholders had requested to be included in the registration, and neither the applicable Seller nor Purchaser this procedure shall be required repeated until all of the shares of Registrable Securities and Section 2 Other Shares which may be included in the registration on behalf of the Holders and other selling stockholders have been so allocated, and (iii) thereafter to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocationthe Company. If The Company shall not limit the applicable Seller does not consent number of Registrable Securities to such Allocation, the applicable Seller shall notify Purchaser be included in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith a registration pursuant to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.32(h) in order to include shares held by stockholders with no registration rights or to include founder's stock or any other shares of stock issued to employees, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable officers, directors, or consultants pursuant to the applicable Seller, and Company's employee stock option plans in order to include in such resolution shall be final and binding on registration securities registered for the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinCompany's own account.

Allocation. Following (a) Purchaser and Seller hereby agree that they shall use good faith commercially reasonable efforts to agree upon the allocation (the “Purchase Price Allocation”) of the Purchase Price among the Real Property and the Personal Property and other property related to the Hotel on or prior to April 15, 2013 (the “Allocation Outside Date”) for federal, state and local tax purposes which agreement on the Purchase Price Allocation shall be confirmed in an amendment (the “Allocation Amendment”) to this Agreement setting forth the Purchase Price Allocation. In the event that Purchaser and Seller do not agree on the Purchase Price Allocation and enter into the Allocation Amendment on or prior to the Allocation Outside Date, then either Purchaser or Seller may terminate this Agreement upon two (2) Business Days prior written notice to the other party, whereupon if the parties cannot agree upon the Purchase Price Allocation within such two (2) Business Day period, (i) this Agreement shall automatically terminate, (ii) the Escrow Agent shall immediately release and return the ▇▇▇▇▇▇▇ Money to Purchaser, (iii) each party shall pay one-half (1/2) of the expenses of escrow and (iv) neither party shall have any further obligation to the other party hereunder, except that each party shall continue to be obligated for the Surviving Obligations. (b) Purchaser and Seller shall report the federal, state and local income and other tax consequences of the transactions contemplated by this Agreement and in particular, the information required by Section 1060(b) of the Internal Revenue Code of 1986, as amended (the “IRC”), and shall file all tax returns and related tax documents, in a manner consistent with such allocation, and neither Purchaser nor Seller shall take any position inconsistent with such agreed upon allocation of the Purchase Price in any tax return or otherwise. (c) Subject to Section 8.5, at the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code pay one hundred percent (the “Allocation”). The applicable Seller shall have thirty (30100%) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority applicable sales, use or other similar tax payable in connection with the transactions contemplated hereinconveyance of the Personal Property pursuant to this Agreement, but expressly excluding Transfer Taxes which are the obligation of Seller (collectively, “Sales Taxes”). At the written request of Seller, Purchaser shall provide written evidence of its remittance of applicable Sales Taxes. Purchaser shall indemnify, defend and hold harmless Seller for any claims, losses, liabilities and expenses, including reasonable attorneys’ fees, arising out of Purchaser’s failure to pay all applicable Sales Taxes. (d) This Section 2.3 shall survive the Closing.

Allocation. Following The Buyer and the Closing, Purchaser Seller shall prepare and deliver to Sellers an allocation of mutually agree on the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed appropriate allocation of the Purchase Price and all other consideration paid applicable capitalized costs and other relevant items in exchange for the Purchased Assets, prepared in accordance a manner complying with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury Regulations promulgated thereunder in accordance with this Section 2.2 (the “Allocation”). The applicable Seller Buyer shall have thirty prepare the Allocation within sixty (3060) days after the delivery of Closing Date, or as soon as is reasonably practicable thereafter, and shall deliver a copy thereof to the Allocation to Seller for its review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedcomment. If the applicable Seller consents notifies the Buyer in writing that the Seller objects to one or more items reflected in the AllocationAllocation and sets forth the Buyer’s proposal regarding such item(s), such the Seller and Purchaser the Buyer shall use negotiate in good faith to resolve such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationdispute; provided, however, that nothing contained herein shall prevent if the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required Buyer are unable to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If dispute with respect to the Parties cannot resolve a disagreement under this Section 3.3Allocation within ninety (90) days following the Closing Date, such disagreement dispute shall be resolved by the Independent Accountant who, acting as an independent accounting firm chosen by Purchaser expert and reasonably acceptable not arbitrator, shall resolve the disputed items only and make any adjustments to the applicable Allocation. The Independent Accountant shall only decide the specific items under dispute by the Parties and its decision for each disputed item must be within the range of values assigned to each such item in the draft Allocation prepared by the Buyer and the notice of objection submitted by the Seller, and such resolution shall be final and binding on the Partiesrespectively. The fees and expenses of such accounting firm the Independent Accountant shall be borne equally by Purchaser, on the one hand, Seller and the applicable Seller, on the other handBuyer. The applicable Buyer shall also prepare any revisions to the Allocation from time to time that may be required by Section 1060 of the Tax Code and the Treasury Regulations thereunder (for example, to account for any adjustments to the Purchase Price or other relevant items) and shall promptly provide any such revisions to the Seller for its review and comment, which comments (if any) Buyer shall consider in good faith. The Buyer and the Seller agree that all Tax Returns of the Buyer and the Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection prepared consistently with the transactions contemplated hereinAllocation as finally prepared and/or revised by B▇▇▇▇.

Allocation. Following The Parties acknowledge that Purchaser’s acquisition of all the Closing, Membership Interests shall be treated for federal income tax purposes as the purchase by Purchaser shall prepare and deliver to Sellers an allocation of all the assets of the aggregate Company. The Parties agree that the Purchase Price shall be allocated among the assets of the Company and the Purchased Assets (including any Assumed Liabilities and any other amounts constituting consideration among Sellers andfor U.S. federal income tax purposes) in accordance with Section 1060 of the Code (the “Allocation Schedule”), for any transactions contemplated by this Agreement provided that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser the Allocation Schedule shall also prepare and deliver to the applicable Seller a proposed allocation allocate at least 95% of the Purchase Price (including any Assumed Liabilities and any other amounts constituting consideration paid in exchange for U.S. federal income tax purposes) to the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, assets of the Tax Code Company. A draft of the Allocation Schedule shall be prepared by Purchaser and delivered to Sellers within ninety (90) days following the “Allocation”)Closing Date. The applicable Seller If Sellers notify Purchaser in writing that Sellers object to one or more items reflected in the Allocation Schedule, the Parties shall have use their reasonable best efforts for a period of thirty (30) days after from the delivery date of the Allocation receipt by Purchaser of any such written notice of Sellers to review and consent resolve any disagreements with respect to the draft Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedSchedule. If the Parties are unable to resolve such disagreement within such thirty-day period, determination of the final Allocation Schedule shall be made by the Accounting Firm within sixty (60) days of receipt of written submissions from each of Sellers and Purchaser regarding its own proposed Allocation Schedule. The Accounting Firm will make a final, conclusive and binding determination based on the written submissions supplied by the parties and pursuant to applicable Seller consents Law, provided that such determination shall allocate at least 95% of the Purchase Price (including any Assumed Liabilities and any other amounts constituting consideration for U.S. federal income tax purposes) to the Allocation, such Seller assets of the Company. Each of Sellers and Purchaser shall use such Allocation be responsible for and pay one-half of any and all fees and expenses of the Accounting Firm incurred pursuant to prepare this Section 1.6. Purchaser and Sellers shall file (and, as applicable, cause their respective Affiliates to file) all Tax Returns (including IRS Form 8594, any amended returns and claims for refund) and information reports in a timely manner all appropriate Tax filingsconsistent with the Allocation Schedule. Upon any adjustment to the Purchase Price (including by reason of any indemnification payments made under Section 5.4 and ARTICLE VIII), including the preparation Allocation Schedule shall be revised in a manner consistent with the final Allocation Schedule. Neither Purchaser nor Sellers will, and filing of all applicable forms in accordance with applicable LawSellers shall cause the Related Subsidiaries not to, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in file any Tax Return or other document with, or make any statement or declaration to, any Governmental Entity that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser Allocation Schedule (as it may be updated from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required time to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent time pursuant to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to 1.6) except as otherwise required as a result of a “determination,” within the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses meaning of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinCode Section 1313(a).

Allocation. Following Within sixty (60) days of the Closing, Purchaser the Seller shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller Purchaser a proposed allocation statement (the "Allocation Statement") setting forth the Seller's good faith determination of the Purchase Price manner in which the consideration referred to in Sections 1.2(a) and other consideration paid in exchange for 1.2(b)is to be allocated among the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have Seller, acting in good faith, may amend the Allocation Statement to take into account the Book Value adjustment referred to in Section 1.3 by delivering to the Purchaser, within thirty (30) days after any payment has been made pursuant to Section 1.3(d), written notice of such amendment. If the Purchaser objects to the Allocation Statement, then within fifteen days after the delivery of the Allocation to review and consent Statement, the Purchaser shall deliver a written notice describing in reasonable detail the Purchaser's objections to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedStatement (an "Allocation Objection"). If the applicable Seller consents Purchaser shall not deliver an Allocation Objection to the AllocationSeller within such fifteen day period, the allocation set forth in the Allocation Statement (as such Allocation Statement may be amended pursuant to the immediately preceding sentence) shall be conclusive and binding upon the Purchaser and the Seller for all purposes, and neither the Seller nor the Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filingsany tax return or other document with, including the preparation and filing of all applicable forms in accordance with applicable Lawor make any statement or declaration to, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return governmental body that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocationallocation. If the applicable Purchaser delivers an Objection Allocation to the Seller, and if the Purchaser and the Seller does not consent are unable to such Allocation, agree upon the applicable Seller shall notify Purchaser in writing of such disagreement allocation within such thirty (30) day period, and thereafterdays after an Objection Allocation is delivered to the Seller, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement dispute shall be resolved finally settled by an a mutually acceptable independent accounting firm. The determination by the independent accounting firm chosen by Purchaser and reasonably acceptable to of the applicable Seller, and such resolution Book Value shall be final conclusive and binding on the PartiesPurchaser and the Seller. The Seller and the Purchaser shall each bear and pay 50% of the fees and other expenses of such independent accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinfirm.

Allocation. Following As promptly as possible following the Closing, Purchaser shall and in any event within 90 days after the Closing, the Buyer Group will prepare and deliver to Sellers in good faith a statement showing an allocation of the aggregate consideration referred to in Section 1.2 among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Assets (the “AllocationAllocation Statement”). After receipt of the Allocation Statement, Seller will have 30 days to review it. Unless Seller delivers written notice to Buyer Group on or prior to the 30th day after receipt of the Allocation Statement specifying in reasonable detail all disputed items on the Allocation Statement and the basis therefor, the parties will be deemed to have accepted and agreed to the Allocation Statement. If Seller so notifies Buyer Group of an objection to the Allocation Statement, the parties will, within 30 days following the date of such notice (the “Resolution Period”) attempt to resolve their differences and any resolution by them as to any disputed amount shall be final, binding, conclusive and nonappealable for all purposes under this Agreement. If at the conclusion of the Resolution Period the parties have not reached an agreement on the objections, then all amounts remaining in dispute may, at the election of either party, be submitted to a third party accountant mutually agreeable to, and jointly engaged by, Seller and Buyer Group (the “Neutral Accountant”). The applicable Seller Neutral Accountant shall have thirty (30) use its best efforts to reach a determination as promptly as possible and in no event later than 90 days after the delivery submission of the Allocation matter to review and consent the Neutral Accountant. All determinations of the Neutral Accountant relating to the Allocation in writingStatement, which consent shall not be unreasonably withheldabsent fraud, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees parties, and all expenses of such accounting firm the Neutral Accountant shall be borne equally by PurchaserBuyer Group and Seller. The Allocation Statement, on as agreed to by the one handparties or as determined by the Neutral Accountant, shall be conclusive and binding upon the Buyer Group, Stockholder and Seller for all purposes, and none of the applicable SellerBuyer Group, on the Seller nor Stockholder shall file any Tax Return or other hand. The applicable Seller shall provide Purchaserdocument with, and Purchaser shall provide the applicable Selleror make any statement or declaration to, any Governmental Body that is inconsistent with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinsuch allocation.

Allocation. Following Within one hundred twenty (120) days after the ClosingClosing Date, Purchaser shall prepare and deliver provide to Sellers an a draft allocation of the aggregate Total Unadjusted Consideration and any other items properly treated as consideration for U.S. federal income and applicable foreign Tax Law purposes among Sellers and, the assets treated as acquired for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction U.S. federal income Tax purposes pursuant to Section 6.16this Agreement, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury Regulations promulgated thereunder and applicable foreign Law and, to the extent allowed by applicable Laws, in a manner proportionally consistent with the Allocated Values (the “Draft Allocation”)) for Seller’s review. The applicable Seller shall Sellers have thirty (30) days after the delivery receipt of the Draft Allocation to review propose any changes to Purchaser’s draft. Purchaser and consent Sellers shall reasonably cooperate to promptly resolve any disputes with respect to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedDraft Allocation. If the applicable Seller consents parties are unable to resolve any disputed item in the allocation within twenty (20) days after Purchaser’s receipt of Sellers’ proposed changes, the parties shall submit any such remaining disputed items to the AllocationAccounting Firm who shall act as an arbitrator to determine only those items in dispute. Within thirty (30) days following submission to the Accounting Firm, such Seller and Purchaser shall use such Allocation to the Accounting Firm will prepare and file deliver a written determination to the parties with respect to the allocation (such determination to include a work sheet setting forth all material calculations used in a timely manner all appropriate Tax filingsarriving at such determination and to be based solely on information provided to the Accounting Firm by the parties). The allocation agreed to by the parties or determined by the Accounting Firm shall become the final allocation (the “Allocation”) and, including in the preparation and filing of all applicable forms event there is an adjustment to the Total Unadjusted Consideration after the Allocation has been determined, the Allocation shall be revised in accordance with applicable Lawthe methodology set forth in this Section 9.11 to reflect such adjustments (the “Revised Allocation”). The Allocation or Revised Allocation shall be final, binding and conclusive on the parties as to such disputed items. Sellers and Purchaser agree to file all information reports and Tax Returns (including Forms IRS Form 8594 and 8023, if applicable, with their respective any amended Tax Returns or claims for refund) in a manner consistent with the taxable year that includes the Closing Date Allocation or Revised Allocation, and shall neither Sellers nor Purchaser will take no any position in inconsistent with such allocation on any Tax Return that is inconsistent with such Allocationor otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code or corresponding foreign Law; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser or Sellers from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such the Allocation or Revised Allocation, as applicable, and neither the applicable Seller Purchaser nor Purchaser Sellers shall be required to litigate before any court, court any proposed deficiency or adjustment by any Taxing Governmental Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation or Revised Allocation, the applicable as applicable. Each of Purchaser and each Seller shall promptly notify Purchaser the other in writing upon receipt of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy notice of any information described above required to be furnished to any Taxing Authority in connection with pending or threatened Tax audit or assessment challenging the transactions contemplated hereinAllocation or Revised Allocation, as applicable.

Allocation. Following (i) The Purchase Price shall be allocated in the Closingmanner set forth on Disclosure Schedule 6.9(g). Within sixty (60) Business Days after the final determination of the Closing Working Capital, Purchaser Buyer shall prepare and deliver to Sellers Parent for its approval an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange amounts treated as liabilities of the Company and the Company Subsidiaries for Tax purposes among the Purchased Assets, prepared assets of the Company and the Company Subsidiaries in accordance with Code Section 10601060 and any similar provision of state, and if applicablelocal, Section 338, of the Tax Code or foreign law as appropriate (the “Purchase Price Allocation”). The applicable Seller Parent shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare the Purchase Price Allocation. Parent shall have thirty sixty (3060) days to review and comment on such allocation, and identify potential adjustments thereto. If Parent fails to identify potential adjustments within such sixty (60) day period, Parent shall be deemed to have accepted the Purchase Price Allocation as calculated by the Buyer. If Parent raises any objections to the Buyer’s proposed allocations, the Buyer and Parent shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If the Buyer and Parent are unable to agree on the Purchase Price Allocation within one-hundred twenty (120) days after the delivery final determination of the Allocation Closing Working Capital, the Buyer and Parent are permitted to review and consent to report such allocation separately. (ii) For all Tax purposes (including without limitation the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable LawInternal Revenue Service Form 8594), including Forms 8594 Buyer, Parent, and 8023the Affiliates of each of them, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position for Tax purposes inconsistent or contrary to any Purchase Price Allocation agreed to in Section 6.9(g)(i) (“Agreed Allocation”) unless required to do so by applicable Law. In the event that the Agreed Allocation is disputed by any Tax Return that is inconsistent with such Allocation; providedauthority, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out Party receiving notice of such Allocation, dispute will promptly notify the other Party and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt Parties will consult in good faith how to promptly resolve any such disagreement. If the Parties cannot resolve dispute in a disagreement under this Section 3.3, manner consistent with such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinAgreed Allocation.

Allocation. (a) Following the Closing, Purchaser the Company shall prepare and deliver or cause to Sellers an allocation of be prepared for filing by the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner Company all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year Company for all Tax periods ending on or before December 31, 2008 (the “Pre-Closing Periods”) that includes are due to be filed after the Closing Date (it being understood and agreed that the Company (and/or the Buyer), and not the Sellers, shall be responsible for the filing of all Tax Returns; and for, and for the payment of, any and all Taxes, for all Tax periods commencing after December 31, 2008). Such Tax Returns for Pre-Closing Periods shall be prepared in a manner consistent with the terms of this Agreement and the Company’s past practices, except to the extent required by applicable law. Such Tax Returns for Pre-Closing Periods (including any related workpapers or other information reasonably requested by Buyer), shall be provided to Sellers for review not later than 45 take no position days before the due date for filing such Tax Returns (including extensions). If Sellers do not provide Buyer with a written description of the items in the Tax Returns that Sellers intend to dispute within 15 days following the delivery to Sellers of such documents, Sellers shall be deemed to have accepted and agreed to such documents in the form provided. Buyer and Sellers agree to consult with each other and to negotiate in good faith any timely-raised issue arising as a result of the review of such Tax Returns to permit the filing of such Tax Returns as promptly as possible, which good faith negotiations shall include each side exchanging in writing their positions concerning the matter or matters in dispute and a meeting to discuss their respective positions. In the event the parties are unable to resolve any dispute within 10 days following the delivery of written notice by Sellers of such dispute, Sellers and Buyer shall jointly request the Independent Accountants to resolve any issue in dispute at least 5 business days before the due date of such Tax Return, in order that such Tax Return may be timely filed. If the Independent Accountants are unable to make a determination with respect to any disputed issue within 5 business days before the due date (including extensions) for the filing of the Tax Return in question, then Buyer may require that is inconsistent with the Company file such AllocationTax Return on the due date (including extensions) therefor without such determination having been made and without the consent of Sellers; provided, however, that nothing contained herein such Tax Return shall prevent incorporate such changes as have at the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out time of such Allocationfiling been agreed to by the parties pursuant to this Section 8.8. Notwithstanding the filing of such Tax Return for Pre-Closing Periods, the Independent Accountants shall make a determination with respect to any disputed issue submitted to the Independent Accountants hereunder, and neither the applicable Seller nor Purchaser amount of Taxes, if any, for any Pre-Closing Periods, that are to be allocated to Sellers pursuant to this Section 8.8, shall be required to litigate before any courtdetermined utilizing the determination of the Independent Accountants. The determination of the Independent Accountants shall be binding on all parties; provided, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocationhowever, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve that any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement determination shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable limited to the applicable Seller, and such resolution shall be final and binding on the Partiesof issues in dispute. The Company shall pay the fees and expenses of such accounting firm the Independent Accountants. (b) Buyer and the Company shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns for the Company for all Tax periods that begin before and end after December 31, 2008, and for all Tax periods that begin after December 31, 2008 and for all Tax periods that end after the Closing Date, and that were not required, under applicable law, to be filed prior to the Closing Date (including for the 2008 calendar year end). Such Tax Returns shall be borne equally prepared by, and at the expense of, the Company, and, to the extent they relate to any Pre-Closing Periods, in a manner consistent with the Company’s past practices, except to the extent required by Purchaserapplicable law. Such Tax Returns for Pre-Closing Periods (including any related workpapers or other information reasonably requested by Sellers), together with a Tax Statement with respect to any such Tax Return, shall be provided to Sellers for their review not later than 45 days before the due date for filing such Tax Returns for Pre-Closing Periods (including extensions). If Sellers do not provide Buyer with a written description of the items in the Tax Returns for Pre-Closing Periods or the Tax Statement that Sellers intend to dispute within 15 days following the delivery to Sellers of such documents, Sellers shall be deemed to have accepted and agreed to such documents in the form provided. Buyer and Sellers agree to consult with each other and to negotiate in good faith any timely-raised issue arising as a result of the review of such Tax Returns for Pre-Closing Periods or the Tax Statement to permit the filing of such Tax Returns for Pre-Closing Periods as promptly as possible, which good faith negotiations shall include each side exchanging in writing their positions concerning the matter or matters in dispute and a meeting to discuss their respective positions. In the event the parties are unable to resolve any dispute within 10 days following the delivery of written notice by Sellers of such dispute, Sellers and Buyer shall jointly request the Independent Accountants to resolve any issue in dispute at least 5 business days before the due date of such Tax Return for Pre-Closing Periods, in order that such Tax Return for Pre-Closing Periods may be timely filed. If the Independent Accountants are unable to make a determination with respect to any disputed issue within 5 business days before the due date (including extensions) for the filing of the Tax Return for Pre-Closing Periods in question, then Buyer and the Company may file such Tax Return on the one handdue date (including extensions) therefor without such determination having been made and without the consent of Sellers; provided, however, that any such Tax Return for Pre- Closing Periods shall incorporate such changes as have at the time of such filing been agreed to by the parties pursuant to this Section 8.8. Notwithstanding the filing of such Tax Return for Pre-Closing Periods, the Independent Accountants shall make a determination with respect to any disputed issue submitted to the Independent Accountants hereunder, and the applicable Selleramount of Taxes that are allocated to Sellers pursuant to this Section 8.8 shall be determined utilizing the determination of the Independent Accountants. The determination of the Independent Accountants shall be binding on all parties; provided, however, that any such determination shall be limited to the resolution of issues in dispute. The Company shall pay the fees and expenses of the Independent Accountants. (c) Sellers shall have no obligation to reimburse Buyer and/or the Company under this Section 8.8 (subject, in any event, to Section 8.15 below) for any Taxes of the Company with respect to any Pre-Closing Period (“Pre-Closing Taxes”) to the extent that the Financial Statements referred to in Section 4.5 above include a provision for the amount of the Company’s Pre-Closing Taxes (determined in accordance with GATAP and in accordance with Section 4.8 above, by the accountant for the Company to be due and payable), and that such Pre-Closing Taxes have been paid (subject, in any event, to Section 8.15 below), on or before the Closing Date. In the case of an audit or Action for Taxes that includes Pre-Closing Taxes, Sellers shall (pursuant to Section 9.8 below) reimburse Buyer and/or the Company under this Section 8.8 and under Section 8.8.4 for any unpaid Pre-Closing Taxes within 15 days after Sellers have received written confirmation of the settlement or other hand. The applicable Seller final resolution of such audit or Action (subject to the provisions of Sections 8.8.1(d) and 8.8.2 below, regarding the furnishing to Sellers of an opportunity to have participated in any such audit or Action). (d) Sellers, Buyer and the Company shall provide Purchaser, (and Purchaser shall provide be given the applicable Seller, with a copy of any information described above required opportunity to be furnished participate in matters related to any Taxing Authority and otherwise) cooperate fully in connection with the transactions contemplated hereinfiling of Tax Returns pursuant to this Section 8.8.1 and any audit, litigation or other proceeding with respect to Taxes of the Company. Such cooperation shall include the reasonable furnishing or making available during normal business hours of personnel, powers of attorney, and the retention and (upon a party’s request) the review of and the provision of records and information that are reasonably relevant to the preparation of any such Tax Return or to any such audit, litigation or other proceeding. Each of Sellers, Buyer and the Company shall (i) retain all books and records that are in his or its possession with respect to Tax matters pertinent to the Company relating to any Pre-Closing Period until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or Sellers, any extension thereof) of the applicable taxable periods, and abide by all record retention agreements entered into with any taxing authority, and (ii) give the other parties hereto reasonable written notice before transferring, destroying or discarding any such books and records and, if the other party so requests, Sellers or Buyer, as the case may be, shall allow the other party to take possession of such books and records. (e) Buyer and Sellers shall, upon request, use their commercially reasonable efforts to obtain any certificate or other document from any Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the Transaction).

Allocation. Following the Closing, Purchaser (a) Buyer shall prepare and deliver to Sellers have an allocation appraisal of the aggregate consideration among Sellers and, for any transactions contemplated Land and the Building prepared by this Agreement that do not constitute an Agreed G Transaction pursuant independent appraiser of its choice (at Buyer’s sole cost and expense) and shall deliver such appraisal to Section 6.16, Purchaser shall also prepare and deliver to Seller within sixty (60) days after the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”)Effective Date. The applicable Seller shall have thirty (30) days after the delivery of the Allocation receipt thereof to review and consent deliver comments to Buyer regarding such proposed appraisal. If Seller objects in writing to the Allocation proposed appraisal prior to the end of such 30-day period, then Buyer and Seller shall negotiate in writing, which consent shall good faith to resolve such differences. In the event agreement cannot be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement reached within such thirty (30) day perioddays after the date on which Seller objects in writing to Buyer’s proposed appraisal, then the amount of the Purchase Price to be allocated to the Land and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement Building shall be resolved determined by an independent accounting firm chosen by Purchaser and reasonably appraiser mutually acceptable to both Buyer and Seller, the applicable fees and expenses of which shall be shared equally by Buyer and Seller, and such resolution determination shall be final and binding on the Partiesboth Buyer and Seller. The fees amount of the Purchase Price to be allocated to the Land and expenses of such accounting firm the Building as finally determined pursuant to this Section 2.6(a) shall be borne equally by Purchaserreferred to herein as the “Final Fixture Allocation” and the date on which such amount is finalized is referred to as the “Final Fixture Allocation Date.” (b) The Parties agree to determine in good faith whether an allocation of the Purchase Price is necessary for tax or other purposes in good faith. If it is determined that such allocation is necessary, on then Seller shall prepare and deliver to Buyer a proposed allocation of the one handPurchase Price (and all other capitalized costs) among the acquired assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), within twenty (20) days after the Final Fixture Allocation Date, which allocation shall reflect the Final Fixture Allocation. Buyer shall have forty-five (45) days after receipt to review and comment upon the allocation. If Buyer objects in writing to Seller’s proposed allocation prior to the end of such 45-day period (which objection may not be to the Final Fixture Allocation), then Buyer and Seller shall negotiate in good faith to resolve such differences. If Buyer does not object to Seller’s proposed allocation or, following any objection by Buyer, Buyer and Seller are able to agree on an allocation, then Seller and Buyer and their respective affiliates shall report, act, and file tax returns (including, but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such agreed allocation, and in any case Buyer and Seller shall report, act and file tax returns in all respects and for all purposes consistent with the Final Fixture Allocation. No more than thirty (30) days prior to the Closing, Buyer shall have the right to perform a bring-down of the appraisal of the Land and the Building (at Buyer’s sole cost and expense) to be performed by the independent appraiser that prepared the appraisal that was the basis for the Final Fixture Allocation. If such bring-down appraisal indicates that the value of the Land and the Building has changed from the Final Fixture Allocation, then such updated amounts shall become the Final Fixture Allocation for all purposes hereof. The Seller, on in consultation with Buyer, shall make any necessary revisions to the other handallocation between the Effective Date and the Closing Date, including any revisions to the allocation required by a change in the Final Fixture Allocation as provided above. The applicable Neither Seller nor Buyer shall provide Purchaser, and Purchaser shall provide the applicable Seller, take any tax position (whether in tax audits or tax returns) that is inconsistent with a copy of any information described above such allocation unless required to do so by applicable law; however, in the event that Buyer and Seller are unable to agree on an allocation of the Purchase Price, then Buyer and Seller can proceed to prepare their own allocations and this Agreement will not be furnished construed as requiring Buyer and Seller to any Taxing Authority in connection use a single agreed allocation except with respect to the transactions contemplated hereinFinal Fixture Allocation. This Section 2.6 shall survive the Closing.

Allocation. Following the Closing, Purchaser shall prepare and Seller will deliver to Sellers Buyer (i) an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price to be paid to Seller pursuant to the terms of this ARTICLE III and other consideration paid any Assumed Liabilities first, among the jurisdictions in exchange for which the Purchased AssetsAcquired Assets are located, prepared and then among the Acquired Assets in accordance with the methodology set forth on Schedule 3.5 and Section 10601060 of the Code, and if applicable(ii) an allocation of adjusted Tax basis among the Intellectual Property Rights owned or treated as owned for Tax purposes by the Transferred Subsidiaries (which allocation shall have been prepared by KPMG), Section 338, in each case within 90 days of the Tax Code Closing Date, or as soon thereafter as reasonably practicable (the “AllocationAllocation Schedule”). The applicable If Buyer does not notify Seller shall have in writing within thirty (30) days after the delivery receipt of the Allocation to review and consent to Schedule from Seller that Buyer disagrees with the allocation of one or more items reflected in the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such AllocationSchedule, the applicable Allocation Schedule as prepared by Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the PartiesParties (the “Final Allocation Schedule”). If, within thirty (30) days after receipt of the Allocation Schedule from Seller, Buyer notifies Seller in writing that Buyer disagrees with the allocation of one or more items reflected in the Allocation Schedule, Buyer and Seller shall use reasonable efforts to resolve such dispute. If Buyer and Seller have not resolved the dispute within ten (10) Business Days, Buyer and Seller shall submit the matter to a nationally recognized independent accounting firm chosen jointly by Buyer and Seller (the “Accounting Firm”), which shall resolve the dispute in accordance with the principles set forth on Schedule 3.5 (in the case of the allocation of Purchase Price and Assumed Liabilities among the Acquired Assets), and the Allocation Schedule as modified in accordance with the decision of the Accounting Firm shall be the Final Allocation Schedule. The fees and expenses of such accounting firm the Accounting Firm shall be borne shared equally by PurchaserBuyer and Seller. In the case of any subsequent adjustment to the purchase price (as determined for Tax purposes) requiring an amendment to the Final Allocation Schedule, Seller shall prepare an amended Final Allocation Schedule in accordance with the principles set forth on Schedule 3.5 (in the one handcase of the allocation of Purchase Price and Assumed Liabilities among the Acquired Assets), which shall be subject to the procedures in this Section 3.5. Buyer and Seller agree to report and to cause each of their respective Subsidiaries to report the Transactions in a manner consistent with the Final Allocation Schedule for all Tax purposes, and that none of them will take any position, or cause their respective Subsidiaries to take any position, inconsistent therewith in any Tax Return, refund claim, litigation or otherwise, unless otherwise required by applicable Law or as otherwise mutually agreed to in writing by Buyer and Seller. Buyer and Seller will cooperate with each other in preparing Internal Revenue Service Form 8594 and any other Tax documentation consistent with the applicable Seller, on Final Allocation Schedule. Buyer and Seller will promptly notify the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy Party in writing upon receipt of notice of any information described above required to be furnished to any Taxing Authority in connection with pending or threatened Tax audit or assessment challenging the transactions contemplated hereinFinal Allocation Schedule.

Allocation. Following (a) Within one hundred twenty (120) Business Days after the ClosingClosing Date, the Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation schedule (a "Proposed Allocation Schedule") allocating the sum of the Purchase Price and other consideration paid in exchange for the Assumed Liabilities among the Purchased AssetsAssets and the non-competition covenant provided for in Section 7.7, prepared in accordance such amounts reasonably determined by the Purchaser to be consistent with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury Regulations thereunder. (the “Allocation”). b) The applicable Seller shall have thirty a period of twenty (3020) days Business Days after the delivery of the Proposed Allocation Schedule (the "Response Period") to present in writing to the Purchaser notice of any objections the Seller may have to the allocations set forth therein (an "Allocation Objection Notice"). Unless the Seller timely objects, such Proposed Allocation Schedule shall be binding on the parties without further adjustment, absent manifest error (the "Binding Allocation Schedule"). In the event that the Purchaser does not deliver to the Seller the Proposed Allocation Schedule within the time period specified in Section 3.3(a), the Seller shall be free to allocate the Purchase Price and the Assumed Liabilities in such manner as the Seller shall determine in its sole discretion. (c) If the Seller shall raise any objections within the Response Period, the Purchaser and the Seller shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute as soon as practicable after the delivery of the Allocation Objection Notice in a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder (such resolution, the "Agreed Allocation Schedule"); provided, however, that if the Purchaser and the Seller shall not have reached an agreement regarding the Proposed Allocation Schedule by the twentieth (20th) Business Day following the delivery of such Allocation Objection Notice, the parties shall be free to review and consent make their respective allocations as each determines in its sole discretion. (d) Any subsequent adjustments to the sum of the Purchase Price and Assumed Liabilities shall be reflected in the Proposed Allocation Schedule, the Binding Allocation Schedule, or the Agreed Allocation Schedule, as the case may be, in writinga manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder. (e) Each of the Seller and the Purchaser agrees to cooperate with the other in preparing IRS Form 8594, which consent shall not be unreasonably withheld, conditioned or delayed. If and to furnish the applicable Seller consents other with a copy of such form prepared in draft form within a reasonable period before its filing due date. (f) Subject to the Allocationprovisions of Sections 3.3(b), such (c), (d) and (e), the Purchaser and the Seller and Purchaser shall use such each agree to (i) file any Tax Return required to be filed pursuant to Section 1060 of the Code or the Treasury Regulations thereunder, (ii) be bound by a Binding Allocation to prepare and file Schedule or an Agreed Allocation Schedule, (iii) act in a timely manner all appropriate Tax filings, including consistent with a Binding Allocation Schedule or an Agreed Allocation Schedule in the preparation of financial statements and filing of all applicable forms in accordance with applicable Lawfederal, state and local income Tax Returns (including Forms filing Form 8594 and 8023, if applicable, with their respective federal income Tax Returns for the taxable year that includes the Closing Date Date) and shall in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iv) take no position in and cause their Affiliates to take no position inconsistent with a Binding Allocation Schedule or an Agreed Allocation Schedule for any Tax Return that purposes unless required by Law or determination of a Governmental Body. (g) The Purchaser's employer identification number is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties56-0732648. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein's employer identification number is 13-16000▇▇.

Allocation. Following the Closing, Purchaser (a) Sellers and Buyers shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of allocate the Purchase Price (and all other amounts constituting consideration paid in exchange for applicable income Tax purposes), among the Purchased Assets, prepared Assets in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”). The applicable Seller Allocation shall have thirty be delivered by Buyers to Sellers within ninety (3090) days after the delivery of the Allocation to review and consent to the Allocation in writingClosing Date for their approval, which consent approval shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents Purchase Price is adjusted because an indemnification payment is made pursuant to the provisions of this Agreement, or if there is any other subsequent adjustment to the Purchase Price or any other amount constituting consideration for applicable income Tax purposes, then Buyers shall adjust the Allocation to reflect such adjustment in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. The principles of this Section 2.08(a) shall apply to each revised Allocation. (b) The Allocation shall be deemed final unless Sellers’ Representative notifies Buyers in writing that Sellers object to one or more items reflected in the Allocation within thirty (30) days after the applicable delivery of the Purchase Price Allocation. In the event of any such objection, Sellers’ Representative and Buyers’ Representative shall negotiate in good faith to resolve such dispute; provided, however, that if Sellers’ Representative and Buyers’ Representative are unable to resolve any dispute with respect to the Allocation within fifteen (15) days after any objection is raised, such Seller Allocation shall not be binding on the Parties and Purchaser such dispute shall be resolved by the Accountants. The Accountants will appraise the Purchased Assets as such exist as of immediately prior to the Closing. The cost of such appraisal shall be divided equally between Sellers and Buyers. Buyers and Sellers will use such the Allocation as the basis for reporting asset values and other items for purposes of all required Tax Returns (including any Tax Returns required to prepare be filed under Section 1060(b) of the Code and file in a timely manner all appropriate Tax filingsthe Treasury Regulations thereunder, including the preparation Internal Revenue Service Form 8594), and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and neither Buyers nor Sellers shall take no any position in any for Tax Return purposes that is inconsistent with such the Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser Buyers or Sellers from settling any proposed deficiency or adjustment by any Governmental Government Authority based upon or arising out of such the Allocation, and neither the applicable Seller Buyers nor Purchaser Sellers shall be required to litigate before any court, court any proposed deficiency or adjustment by any Taxing Government Authority challenging such Allocation. If . (c) Sellers agree to provide Buyers and their representatives reasonable access to the applicable Seller books and records of the Business, the personnel of, and work papers prepared by, Sellers or Sellers’ representatives to the extent that they relate to the Purchase Price Allocation and to such historical financial information (to the extent in Sellers’ possession) relating to the Allocation as Buyers may reasonably request for the purpose of preparing the Allocation; provided, however, that such access shall be in a manner that does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection interfere with the transactions contemplated hereinnormal business operations of Sellers.

Allocation. Following If any Demand Registration involves an underwritten offering and the Closingmanaging underwriter of such offering shall advise the Company that, Purchaser shall prepare in its view, the number of Registrable Securities and deliver to Sellers an allocation other shares of Common Stock of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance Company with Section 1060, and if applicable, Section 338, of the Tax Code registration rights (the “Allocation”). The applicable Seller shall have thirty (30"Section 2 Other Shares") days after requested to be included in such registration exceeds the delivery of the Allocation to review and consent to the Allocation largest number that can be sold in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, an orderly manner in such Seller and Purchaser shall use such Allocation to prepare and file in offering within a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably price range acceptable to the applicable SellerPurchasers requesting the registration, the Company shall include in such registration:first, to each Purchaser requesting registration pursuant to either Section 2(a) or 2(b), pro rata on the basis of the number of shares of Registrable Securities held by such Purchaser that such Purchaser had requested to be included in the registration, provided however, if any Purchaser does not request inclusion of the maximum number of shares of Registrable Securities allocated to such Purchaser pursuant to the above-described procedure, the remaining portion of his/her/its allocation shall be reallocated among the remaining Purchasers whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities held by such remaining Purchasers had requested to be included in the registration, and such resolution this procedure shall be final repeated until all of the shares of Registrable Securities which may be included in the registration on behalf of the Purchasers have been so allocated, thereafter, to the selling holders of Section 2 Other Shares, and binding on thereafter to the PartiesCompany. The fees and expenses Company shall not limit the number of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required Registrable Securities to be furnished included in a registration pursuant to this Section 2(h) in order to include shares held by stockholders with no registration rights or to include founder's stock or any Taxing Authority other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's employee stock option plans in connection with order to include in such registration securities registered for the transactions contemplated hereinCompany's own account.

Allocation. Following If the Closingindemnification provided for in this clause 17 is unavailable to or insufficient to hold harmless a Dealer or other indemnified person in respect of any Loss, Purchaser the relevant Issuer shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver contribute to the applicable Seller amount paid or payable by such Dealer or other indemnified person as a proposed allocation result of such Loss in such proportion as is appropriate to reflect the Purchase Price relative benefits received by the relevant Issuer on the one hand and such Dealer or other consideration paid in exchange for indemnified person on the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, other from the relevant offering of the Tax Code (the “Allocation”)Notes. The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; providedIf, however, that nothing contained herein the allocation provided by the immediately preceding sentence is not permitted by applicable law, then the relevant Issuer shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent contribute to such Allocation, amount paid or payable by such Dealer or other indemnified person in such proportion as is appropriate to reflect not only such relative benefits but also the applicable Seller shall notify Purchaser in writing relative fault of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, relevant Issuer on the one hand, hand and the applicable Seller, relevant Dealer on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinfailure, breach, statement or omissions which resulted in such Loss, as well as any other relevant equitable considerations. The relative benefits received by the relevant Issuer on the one hand and the relevant Dealer on the other shall be deemed to be in the same proportion as the total net proceeds from the relevant offering (before deducting expenses) received by the relevant Issuer bear to the total fees and commissions received by the relevant Dealer. The relative fault shall be determined by reference to, among other things and for example, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the relevant Issuer on the one hand or the relevant Dealer on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each Issuer and the Dealers agree that it would not be just and equitable if contribution pursuant to this clause 17.3 were determined by pro rata allocation (even if the Dealers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subclause. The amount paid or payable by a Dealer or other indemnified person as a result of the Loss referred to above in this clause 17.3 shall be deemed to include any legal or other expenses reasonably incurred by such Dealer or other indemnified person in connection with investigating or defending any such action or claim.

Allocation. Following Purchaser and Sellers intend that (i) Purchaser’s acquisition of all of the ClosingMembership Interests pursuant to this Agreement shall be treated for all federal (and applicable state and local) income Tax purposes by the Purchaser as a taxable acquisition of all of the assets of the Company (subject to the liabilities of the Company) in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432, Situation 2 and (ii) the sale of the Membership Interests by the Sellers shall be treated by the Sellers for all federal (and applicable state and local) income Tax purposes as a taxable sale of the Membership Interests (collectively, the “Tax Treatment”). The Total Purchase Price, together with any liabilities deemed assumed by the Purchaser for federal income Tax purposes and any other relevant items required to be treated as consideration for the Membership Interests, but excluding any amounts required to be treated as compensation for U.S. federal and applicable state and local income Tax purposes (the “Tax Purchase Price”), shall be allocated among the assets of the Company in accordance with the Allocation Schedule and Sections 743, 751, 755 and 1060 of the Code and the applicable Treasury Regulations. Within sixty (60) days of the determination of the Total Purchase Price (as finally determined pursuant to Section 2.2), Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller Sellers’ Representative a proposed allocation schedule allocating the Tax Purchase Price among the assets of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Company (the “Allocation”)) for the Seller Representative’s review and comment. The applicable Seller Purchaser shall have thirty (30) days after the delivery consider in good faith any of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents Representative’s reasonable written comments with respect to the Allocation, such Seller and Purchaser . The parties shall use such Allocation to prepare and file report the transactions contemplated hereby on all Tax Returns (including IRS Form 8594) filed by any of the parties in a timely manner all appropriate consistent with the foregoing Intended Tax filings, including Treatment and the preparation and filing Allocation as finally determined. None of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and parties shall take no any position for Tax purposes (whether in any audits, Tax Return Returns, or otherwise) that is inconsistent with such Allocation; providedthe foregoing Intended Tax Treatment or the Allocation as finally determined, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment unless otherwise required by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinApplicable Law.

Allocation. Following (a) The Purchase Price and any Liability or other amount that is properly included in the amount realized by Seller or cost basis to Buyer with respect to the sale and purchase of the Acquired Assets (the “Tax Purchase Price”) shall be allocated among the Acquired Assets in accordance with Treasury Regulations § 1.1060-1(c). Buyer and Seller (i) shall, at or prior to the Closing, Purchaser agree (a) to reasonable allocation principles, in accordance with Treasury Regulations § 1.1060-1(c); and (b) on an allocation of a portion of the Tax Purchase Price to be allocated to the Owned Real Property; and (ii) agree that the portion of the Tax Purchase Price to be allocated to each of the Michigan Facilities shall be equal to the Michigan Facilities’ Fair Market Value. Within 90 days after the Closing Date, Buyer shall prepare and deliver to Sellers an Seller a draft IRS Form 8594 reflecting the allocation of the aggregate consideration among Sellers andTax Purchase Price consistent with the principles of this Section 2.5, for the allocation principles agreed to at Closing and that takes into account any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price made pursuant to Section 7.2(e). If Seller does not give written notice to Buyer within 30 days after receipt from Buyer of such draft IRS Form 8594 that Seller disagrees with any part or all of such allocation, then such allocation as so proposed by Buyer shall be deemed agreed by Seller and other consideration paid Buyer for purposes of this Section 2.5. If Seller does so give notice of any such objection, then from that time until the expiration of 120 days after the Closing Date, Buyer and Seller shall negotiate in exchange for good faith to reach mutual agreement regarding any matters subject to such objection and the Purchased Assets, prepared in accordance allocation of the Tax Purchase Price consistent with the requirements of this Section 10602.5, and if applicableBuyer and Seller do reach such agreement within such period, then the allocation so agreed upon shall be deemed agreed by the Parties for purposes of this Section 3382.5. In the event that Seller does give notice of any such objection and Buyer and Seller are unable to reach agreement on all such matters, then the allocation of the Tax Code Purchase Price, to the extent not so agreed, shall be determined by Deloitte & Touche LLP, independent public accountants (the “AllocationIndependent Accountants”). The applicable Parties agree that they shall jointly instruct the Independent Accountants to (A) make their determination of the allocation of the Tax Purchase Price based on their independent review (which will be in accordance with the guidelines and procedures set forth in this Agreement) and, at the Independent Accountants discretion, a one-day conference concerning the amount in dispute, at which conference each of Buyer and Seller shall have thirty (30) days after the delivery of the Allocation right to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance present its respective position with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent respect to such Allocationdispute and have present its respective advisors, the applicable Seller shall notify Purchaser counsel and accountants, (B) render a final resolution in writing of such disagreement within such thirty to Buyer and Seller (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such which final resolution shall be final requested by Buyer and Seller to be delivered not more than 30 days following submission of such disputed matters), which shall be final, conclusive and binding on the PartiesParties with respect to the allocation of the Tax Purchase Price as finally determined by the Independent Accountants, and (C) provide a written report to Buyer and Seller, if requested by either of them, which sets forth in reasonable detail the basis for the Independent Accountants’ final determination. No appeal from such determination shall be permitted. The fees and expenses of such accounting firm the Independent Accountants shall be borne equally 50% by Purchasereach of Buyer and Seller. Judgment upon any decision by the Independent Accountants may be enforced by any court having jurisdiction thereof. The final allocation of Tax Purchase Price as agreed upon by Buyer and Seller or as determined by the Independent Accountants is hereinafter referred to as the “Allocation.” (b) The Buyer shall be entitled to revise the Allocation, on in accordance with Code Section 1060 and the one handTreasury Regulations, to appropriately take into account any payments made under this Agreement treated as an adjustment to the consideration for federal, state and local income tax purposes, including, without limitation, to implement the Adjustment Amount (to the extent the Adjustment Amount has not been finally determined as of the time the Allocation has been determined) and to account for the payment of any Earn-Out Amounts and shall promptly provide the Seller with such revisions to the Allocation. The Seller shall have the opportunity to object to such revisions pursuant to the same provisions under Section 2.5(a) that are applicable to the original Allocation, and any disputes shall be resolved in accordance with the applicable Sellerprovisions of Section 2.5(a). (c) The Parties agree that the Allocation is reasonable and covenant and agree that they will (i) report, on the other hand. The applicable Seller shall provide Purchaseract and file Tax Returns, and Purchaser shall provide any other filings, declarations or reports with the applicable Seller, with a copy of any information described above IRS or other taxing authorities in respect thereof including the reports required to be furnished to any Taxing Authority filed under Code Section 1060, in connection all respects and for all purposes consistent with the transactions contemplated hereinAllocation (including any adjustment thereto made pursuant to Section 2.5(a) of this Agreement) unless otherwise required pursuant to a final determination (within the meaning of Code Section 1313(a)(1) (but not (a)(2), (a)(3), or (a)(4) without all of the Parties’ prior written consent)) or corresponding provision of state, local or foreign Tax law); and (ii) promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.

Allocation. Following The Purchase Price shall be allocated among the Assets as provided in this Section (the ---------- “Asset Allocation”). The Emmis Entities and Buyer shall use good faith efforts to agree upon, prior to Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price among the Purchased Assets which, if agreed upon within sixty (60) days after the date hereof, will be incorporated in a schedule to be executed by the parties prior to or at Closing. If the Emmis Entities and other consideration paid in exchange for Buyer are unable to so agree, the Emmis Entities and Buyer shall then promptly retain the Appraisal Firm to appraise the classes of the Purchased Assets. The Appraisal Firm shall be instructed to perform an appraisal of the classes of Purchased Assets and to deliver a report to the Emmis Entities and Buyer as soon as reasonably practicable. Buyer and the Emmis Entities shall bear equally the fees, costs and expenses of the Appraisal Firm. The Emmis Entities shall use reasonable efforts to make available to Buyer and the Appraisal Firm copies of any appraisals prepared in connection with the Emmis Entities' acquisition of the Station. Each party shall prepare IRS Form 8594 allocating the Purchase Price in accordance with Section 10601060 of the Code and in accordance with the Asset Allocation, and if applicable, Section 338, of the Tax Code shall forward it within ninety (the “Allocation”). The applicable Seller shall have thirty (3090) days after the delivery of the Allocation to review and consent Closing Date to the Allocation in writingother party for their approval, which consent approval shall not be unreasonably withheld, conditioned or delayed. If Buyer and the applicable Seller consents to the Allocation, such Seller and Purchaser Emmis Entities shall use such Allocation to prepare and each file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns Federal income tax return for the taxable tax year that includes in which the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; providedoccurs, however, that nothing contained herein shall prevent IRS Form 8594 containing the applicable Seller and Purchaser from settling any proposed deficiency or adjustment information agreed upon by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable parties pursuant to the applicable Seller, and such resolution shall be final and binding on immediately preceding sentence. Buyer agrees to report the Parties. The fees and expenses purchase of such accounting firm shall be borne equally by Purchaser, on the one handPurchased Assets, and the applicable Seller, Emmis Entities agree to report the sale of the Assets on their respective tax returns in a manner consistent with the other handinformation agreed upon by the parties pursuant to this Section and contained in its respective IRS Form 8594. The applicable Seller shall provide Purchaser, and Purchaser Each party shall provide the applicable Seller, other party with a copy of any information described above required to be furnished to any Taxing Authority in connection its IRS Form 8594 as filed with the transactions contemplated hereinInternal Revenue Service. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.10 shall survive the Closing ------------ for the full period of any applicable statute of limitations plus sixty (60) days.

Allocation. Following (i) Within one hundred eighty (180) days after the Closing, Purchaser Seller shall prepare and deliver to Sellers an allocation of set forth in a schedule (the aggregate consideration among Sellers and“Allocation Schedule”), for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price Closing Consideration Amount (as adjusted pursuant to this Agreement) plus any liabilities properly taken into account for U.S. federal Income Tax purposes. Such allocation shall be made among the stock of each Company, each of the Transferred Assets and other consideration paid in exchange for each of the Purchased Assets, prepared in accordance with assets of each Section 1060338(h)(10) Company, and if applicableshall be consistent with applicable Law. The Allocation Schedule shall be amended by the parties hereto to reflect any subsequent adjustments to the purchase price. (ii) If Buyer disagrees with any item in the Allocation Schedule, Section 338the parties shall negotiate in good faith to resolve the dispute. If Buye▇ ▇▇▇ Seller are unable to resolve the dispute within fifteen (15) days, of the Tax Code they shall jointly select one appraisal expert (the “AllocationAccounting Firm”). The applicable As promptly as practicable thereafter (and in any event within five (5) Business Days), Buyer and Seller shall have each prepare and submit a presentation detailing each party’s complete statement of proposed resolution of the dispute to the Accounting Firm. As soon as practicable thereafter (and in any event within thirty (30) days after days), Buyer and Seller shall cause the delivery Accounting Firm to choose one of the Allocation parties’ positions based solely upon the presentations by Buye▇ ▇▇▇ Seller. The fees, costs and expenses of the Accounting Firm shall be allocated to review and consent borne by Buye▇ ▇▇▇ Seller based on the inverse of the percentage that the Accounting Firm’s determination (before such allocation) bears to the Allocation total amount of the total items in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents dispute as originally submitted to the AllocationAccounting Firm. For example, such Seller should the items in dispute total in amount to $1,000 and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms Accounting Firm determines that $600 should be allocated in accordance with applicable LawSeller’s position, including Forms 8594 60% of the costs of its review would be borne by Buyer and 802340% of the costs would be borne by Seller. All determinations made by the Accounting Firm shall be final, if applicableconclusive and binding on the parties absent manifest error. (iii) Seller and Buyer shall not, with and shall cause their respective Tax Returns for the taxable year that includes the Closing Date and shall Affiliates not to, take no any position in on any Tax Return Return, in connection with any Tax Claim, or - 27 - otherwise, that is inconsistent with such Allocation; providedthe Allocation Schedule, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency as amended for resolution of disputes or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable adjustments to the purchase price, unless required by applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinLaw.

Allocation. Following The Buyer and the ClosingSeller shall use their commercially reasonable efforts to agree, Purchaser shall prepare and deliver as soon as practicable after Closing but in no event later than forty-five (45) days prior to Sellers the due date of filing of any IRS Form 8594 with respect to the transactions contemplated by this Agreement, to an allocation of the aggregate consideration Purchase Price among Sellers andthe Acquired Assets for tax purposes in accordance with the methodology required by Section 1060 of the Internal Revenue Code of 1986, for as amended (the “Code”). The Buyer and the Seller agree to file IRS Form 8594 and all Tax Returns in accordance with such allocation to the extent permitted by applicable Law. If the Buyer and the Seller cannot reach agreement on the allocation of the Purchase Price within forty-five (45) days prior to the due date of filing of any transactions contemplated by this Agreement Form 8594, then the Buyer and the Seller shall jointly engage a firm of independent certified public accountants (the “Accountant”). The Accountant shall determine such allocation of the Purchase Price based upon its appraisal of the fair value of the Acquired Assets among which the Purchase Price is to be allocated. The Buyer and the Seller agree to promptly provide to the Accountant such information as the Accountant may reasonably request in connection with the preparation of such allocation and shall request that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also the Accountant prepare and deliver to the applicable Buyer and the Seller a proposed such allocation as promptly as practicable. The Buyer and the Seller shall each pay 50% of the fees and expenses of the Accountant for its services under this Section 2.2(b). The resolution by the Accountant of the matters set forth in this Section 2.2(b) shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 2.2(b) for resolving disputes with respect to the allocation of the Purchase Price shall be the sole and other consideration paid in exchange exclusive method for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation to enforce any ruling of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinAccountant.

Allocation. Following the ClosingThe Buyer shall, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have later than thirty (30) days after the delivery Closing Date, prepare and deliver to the Seller an allocation of the Allocation Purchase Price (with respect to the Assumed Liabilities and other relevant items, to the extent properly taken into account for Tax purposes) among the Purchased Assets (the “Allocation”) in accordance with Section 1060 of the Code, the Treasury Regulations thereunder and other applicable Law for the Seller’s review and consent approval (such approval not to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed). The Parties agree that 100% of the Purchase Price shall be allocated to “equipment” and treated as a category V asset on form 8594 unless otherwise required by Law. Any reasonable comments provided by the Seller to the Buyer in accordance with this Section 3.3 shall be considered by the Buyer in good faith. The Allocation shall be conclusive and binding on the Parties unless the Seller notifies the Buyer in writing that the Seller objects to one or more items reflected in the Allocation, and specify the reasonable basis for such objection, within ten (10) days after delivery to the Seller of the Allocation. In the case of such an objection, the Seller and the Buyer shall negotiate in good faith to resolve any disputed items. Any resolution by the Seller and the Buyer shall be conclusive and binding on the parties once set forth in writing (any such conclusive and binding Allocation, the “Final Allocation”). If the applicable Seller consents and the Buyer are unable to resolve all disputed items within fifteen (15) days after the delivery of the Seller’s written objection to the AllocationBuyer, the Buyer and the Seller shall jointly retain a mutually agreed independent internationally recognized accounting firm (the “Accounting Firm”) (which may in turn select an appraiser, if needed) to resolve any disputed item(s). The costs, fees and expenses of the Accounting Firm shall be borne by the Buyer. The Accounting Firm shall resolve any such Seller dispute within thirty (30) days after the retention, and Purchaser the Final Allocation shall use be adjusted to reflect any such Allocation resolution of any disputed item(s). The Parties agree to prepare (and shall cause their Affiliates to) file in a timely manner all appropriate Tax filings, Returns (including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms IRS Form 8594 and 8023, if applicable, with their respective U.S. federal income Tax Returns Return for the taxable year that includes the Closing Date date of the Closing) consistent with, and shall not take no any position in any connection with Tax Return matters that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocationwith, the applicable Final Allocation unless otherwise required by a final determination within the meaning of Section 1313 of the Code or any corresponding provision of state, local or non-U.S. Law, or as the Buyer or the Seller shall notify Purchaser in writing of such disagreement within such thirty (30as applicable) day period, and thereafter, the applicable Seller shall attempt in determines is necessary to settle a dispute with a Tax authority after making a good faith effort to promptly resolve any such disagreement. If defend the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.Final

Allocation. Following Buyer and Sellers agree to allocate the ClosingPurchase Price, Purchaser the Assumed Liabilities, and all other relevant items among the Acquired Assets in accordance with section 1060 of the IRC and the treasury regulations thereunder (the “Allocation Principles”). No later than thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and the Assumed Liabilities (and all other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, relevant items) as of the Tax Code Closing Date among the Acquired Assets determined in a manner consistent with the Allocation Principles (the “Purchase Price Allocation”)) for Sellers’ review. The applicable Seller Sellers shall have thirty an opportunity to review the proposed Purchase Price Allocation for a period of ten (3010) days Business Days after the delivery receipt of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Purchase Price Allocation. If Sellers disagree with any aspect of the applicable Seller does proposed Purchase Price Allocation, Sellers shall notify Buyer in writing prior to the end of such ten (10) Business Day period (an “Allocation Objection Notice”), setting forth Sellers’ proposed Purchase Price Allocation and specifying, in reasonable detail, any good faith dispute as to Buyer’s Purchase Price Allocation. If prior to the conclusion of such ten (10) Business Day period, Sellers notify Buyer in writing that it will not consent provide any Allocation Objection Notice or if Sellers do not deliver an Allocation Objection Notice within such ten (10) Business Day period, then the proposed Purchase Price Allocation shall be deemed final, conclusive and binding upon each of the Parties. Buyer and Sellers shall each use commercially reasonable efforts to such resolve any objection by Sellers to the proposed Purchase Price Allocation. If, within five (5) Business Days after Buyer received an Allocation Objection Notice, the Parties have not resolved all objections and agreed upon a final Purchase Price Allocation, the applicable Seller Parties shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by engage an independent accounting firm chosen by Purchaser and reasonably mutually acceptable to Buyer and Sellers (the applicable Seller“Independent Accountant”) to resolve any outstanding disputes, and such resolution shall be final final, conclusive and binding on upon each of the Parties. The fees and expenses disbursements of such accounting firm the Independent Accountant shall be borne shared equally by PurchaserSellers, on the one hand, and the applicable SellerBuyer, on the other hand. The applicable Seller Sellers and Buyer shall provide Purchasermake appropriate adjustments to the Purchase Price Allocation to reflect any adjustments to the Purchase Price. Buyer and Sellers agree (and agree to cause their respective Subsidiaries and Affiliates) to prepare, execute, and Purchaser shall provide the applicable Seller, with file IRS Form 8594 and all Tax Returns on a copy of any information described above required to be furnished to any Taxing Authority in connection basis consistent with the transactions contemplated hereinfinal Purchase Price Allocation, and none of the Parties will take any position inconsistent with the final Purchase Price Allocation on any Tax Return or in any audit or Tax proceeding, in each case unless otherwise required by a change in Law or pursuant to the good faith resolution of a Tax contest. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 2.6 shall survive the Closing without limitation.

Allocation. Following Except in the Closingcase of a Special Mandatory Purchase, Purchaser shall prepare and deliver if this Note is to Sellers an allocation be redeemed in part, the Depositary, after receiving notice of redemption specifying the aggregate consideration among Sellers andprincipal amount of this Note to be so redeemed, for any transactions contemplated will determine by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared lot (or otherwise in accordance with Section 1060the procedures of the Depositary) the principal amount this Note to be redeemed from the account of each DTC Participant. After making its determination as described above, the Depositary will give notice of such determination to each DTC Participant from whose account this Notes is to be redeemed. Each such DTC Participant, upon receipt of such notice will in turn determine the principal amount of this Note to be redeemed from the accounts of the Beneficial Owners of this Note for which it serves as DTC Participant, and if applicablegive notice of such determination to the Remarketing Agent. Acceleration. If any Event of Default with respect to the Notes shall occur and be continuing, Section 338, the principal of the Tax Code Notes may be declared due and payable in the manner and with the effect provided in the Indenture. SPURS MODE Notwithstanding anything herein to the contrary, the provisions of this section shall apply to this Note when it is in a SPURS Mode and shall supersede any conflicting provisions of general applicability contained elsewhere herein, during the period from, and including, the commencement of a SPURS Rate Period to, but excluding, the next succeeding Interest Rate Adjustment Date (or, if the “Allocation”SPURS Agent does not elect to purchase this Note on the applicable SPURS Remarketing Date designated for such SPURS Mode or if after electing to so purchase this Note the SPURS Agent fails to so purchase this Note for any reason, to the SPURS Remarketing Date). The applicable Seller During the period in which this Note is in a SPURS Mode, this Note shall have thirty (30) days after the delivery of the Allocation bear interest and be subject to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If remarketing by the applicable Seller consents SPURS Agent designated by the Company as described herein and identified in Annex A hereto. With respect to this Note in the AllocationSPURS Rate Period commencing on the Original Issue Date, such Seller references herein to (i) the SPURS Agent and Purchaser SPURS Remarketing Date shall use such Allocation to prepare mean the Initial SPURS Agent and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Initial SPURS Remarketing Date and (ii) the Interest Rate Adjustment Date on which the SPURS Rate Period commences shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent mean the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinOriginal Issue Date.

Allocation. Following Buyer and Sellers agree to allocate the ClosingPurchase Price (as finally determined hereunder), Purchaser the Assumed Liabilities, and all other relevant items among the Transferred Assets in accordance with section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation Principles”). No later than [***] days after the Last Closing Date, Buyer shall prepare and deliver to Sellers an allocation of the aggregate consideration Purchase Price and the Assumed Liabilities (and all other relevant items) as of the Last Closing Date among the Transferred Assets in a manner consistent with the Allocation Principles (the “Purchase Price Allocation”) for Sellers’ review and comment. If Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of agree in writing with the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation or fail to review and consent provide comments to the Purchase Price Allocation in writingwithin [***] days following receipt thereof from Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Purchase Price Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final conclusive and binding on the Parties. The fees If Sellers disagree with any aspect of the proposed Purchase Price Allocation, Sellers shall notify Buyer in writing within [***] days of the delivery of the Purchase Price Allocation. Buyer and expenses of such Sellers shall use commercially reasonable efforts to resolve any objection by Sellers to the proposed Purchase Price Allocation. If the Parties are unable to agree on the Purchase Price Allocation after good faith consultation, the matters in dispute shall be referred for resolution a nationally recognized independent accounting firm reasonably acceptable to Sellers and Buyer (in either case, the “Independent Accounting Firm”), the expenses (including engagement fees) of which shall be borne equally by PurchaserBuyer, on the one hand, and the applicable SellerSellers collectively, on the other hand. The applicable Seller Independent Accounting Firm shall provide Purchaserresolve any disputed matters as promptly as practicable, and Purchaser shall provide the applicable Seller, Independent Accounting Firm’s decision with a copy of any information described above required to be furnished respect to any Taxing Authority in connection such matter shall be conclusive and binding on the Parties. None of the Parties will take any position inconsistent with the transactions contemplated herein.Purchase Price Allocation on any Tax Return or in any audit or Tax proceeding, in each case, unless otherwise required by applicable Law or by a final determination by a Governmental

Allocation. Following The Purchase Price shall be allocated among the ClosingPurchased Assets as provided in this ---------- Section (the “Asset Allocation”). Upon execution of this Agreement, Purchaser the Emmis Entities and Buyer shall retain the Appraisal Firm to appraise the classes of the Purchased Assets. The Appraisal Firm shall be instructed to perform an appraisal of the classes of Purchased Assets and to deliver a report to the Emmis Entities and Buyer as soon as reasonably practicable (the “Appraisal Report”). Buyer shall pay the fees, costs and expenses of the Appraisal Firm. The Emmis Entities shall use reasonable efforts to make available to Buyer and the Appraisal Firm copies of any appraisals prepared in connection with the Emmis Entities’ acquisition of the Station. Buyer shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of IRS Form 8594 allocating the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 10601060 of the Code and in accordance with the Asset Allocation, and if applicable, Section 338, shall forward it to the Emmis Entities for their approval promptly following the completion of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writingAppraisal Report, which consent approval shall not be unreasonably withheld, conditioned or delayed. If Buyer and the applicable Seller consents to the Allocation, such Seller and Purchaser Emmis Entities shall use such Allocation to prepare and each file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns Federal income tax return for the taxable tax year that includes in which the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; providedoccurs, however, that nothing contained herein shall prevent IRS Form 8594 containing the applicable Seller and Purchaser from settling any proposed deficiency or adjustment information agreed upon by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable parties pursuant to the applicable Seller, and such resolution shall be final and binding on immediately preceding sentence. Buyer agrees to report the Parties. The fees and expenses purchase of such accounting firm shall be borne equally by Purchaser, on the one handPurchased Assets, and the applicable SellerEmmis Entities agree to report the sale of the Purchased Assets, on their respective tax returns in a manner consistent with the other handinformation agreed upon by the parties pursuant to this Section and contained in its respective IRS Form 8594. The applicable Seller Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.9 shall provide Purchaser, and Purchaser shall provide survive the applicable Seller, with a copy Closing for the full period of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinapplicable statute of limitations ----------- plus sixty (60) days.

Allocation. Following If both Loss covered by this Policy and loss not covered by this Policy are incurred, either because a Claim against the ClosingInsured includes both covered and uncovered matters or covered and uncovered parties, Purchaser then the Insured and the Company shall prepare allocate such amount between covered Loss and deliver uncovered loss based upon the relative legal and financial exposures of the parties to Sellers covered and non-covered matters and, in the event of a settlement in such Claim, also based upon the relative benefits to the parties from such settlement. The Company shall not be liable under this policy for the portion of such amount allocated to non-covered loss. If the Insured and the Company agree on an allocation of Defence Costs, then the aggregate consideration among Sellers Company shall advance on a current basis Defence Costs allocated to covered Loss. If the Insured and the Company cannot agree on an allocation: a. no presumption as to allocation shall exist in any arbitration, suit or other proceeding; b. the Company shall advance on a current basis Defence Costs which the Company believes to be covered under this Policy until a different allocation is negotiated, arbitrated or judicially determined; and c. the Company, for any transactions contemplated if requested by this Agreement that do not constitute an Agreed G Transaction pursuant the Insured, shall submit the dispute to Section 6.16binding arbitration. The arbitration shall be conducted in Mumbai. The provisions of the Indian Arbitration and Conciliation Act, Purchaser 1996 and the rules framed thereunder shall also prepare and deliver apply except with respect to the applicable Seller a proposed allocation selection of the Purchase Price and other consideration paid in exchange for arbitration panel, which shall consist of one arbitrator appointed by the Purchased AssetsInsured, prepared in accordance with Section 1060one arbitrator appointed by the Company, and if applicable, Section 338, of a third independent arbitrator selected by the Tax Code (first two arbitrators. If either the “Allocation”). The applicable Seller shall have Insured or the Company fails to appoint their respective arbitrators within thirty (30) days after the delivery request by the Insureds, then such arbitrators(s) shall be appointed in accordance with the provisions of the Allocation to review Indian Arbitration and consent to the Allocation in writingConciliation Act, which consent shall not be unreasonably withheld, conditioned or delayed1996. If the applicable Seller consents first two arbitrators fail to agree on the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement third arbitrator within such thirty (30) day perioddays following the appointment of the second arbitrator, and thereafter, then the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement third arbitrator shall be resolved by an independent accounting firm chosen by Purchaser appointed in accordance with the provisions of the Indian Arbitration and reasonably acceptable Conciliation Act, 1996. Any negotiated, arbitrated or judicially determined allocation of Defence Costs on account of a Claim shall be applied retroactively to all Defence Costs on account of such Claim, notwithstanding any prior advancement to the applicable Seller, and such resolution contrary. Any allocation or advancement of Defence Costs on account of a Claim shall be final and binding not apply to or create any presumption with respect to the allocation of other Loss on the Parties. The fees and expenses account of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other handClaim. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with As a copy condition of any information described above required payment of Defence Costs the Company may, at its sole option, require a written undertaking on terms and conditions satisfactory to the Company guaranteeing the repayment of any Defence Costs paid to or on behalf of any Insured if it is finally determined that Loss incurred by such Insured would not be furnished to any Taxing Authority in connection with the transactions contemplated hereincovered.

Allocation. Following If the ClosingRepresentative disagrees with the Allocation, Purchaser the Representative shall prepare give written notice to Buyer of such disagreement and deliver the specific basis for such disagreement within such 30-day period. Should the Representative fail to Sellers an allocation notify Buyer in writing of a disagreement within such 30-day period, the aggregate consideration among Sellers andRepresentative (on behalf of Sellers) shall be deemed to have agreed with Buyer’s Allocation. If the Representative gives written notice to Buyer of a disagreement and the specific basis for such disagreement within such 30-day period, for then Buyer and the Representative shall negotiate in good faith to resolve any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16disputed items. If, Purchaser shall also prepare and deliver to after a period of 20 days following the applicable Seller a date on which the Representative gives Buyer timely notice of such disagreement, any proposed allocation of change remains disputed, then Sellers, collectively on the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060one hand, and if applicableBuyer, Section 338on the other hand, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of each be entitled to adopt their own positions regarding the Allocation to review the extent of any differences arising from such disputed items, and consent the Representative (on behalf of Sellers) shall be deemed to have otherwise agreed with the Allocation in writing, which consent shall not be unreasonably withheld, conditioned Buyer’s Allocation. To the extent the Parties agree (or delayed. If the applicable Seller consents Representative (on behalf of Sellers) is deemed to agree) on the Allocation, such Seller Allocation, as agreed to (or deemed to be agreed to) is referred to herein as the “Final Allocation.” Buyer and Purchaser Sellers shall use file all Tax Returns (such Allocation as IRS Form 8594 or any other forms or reports required to prepare and file be filed pursuant to Section 1060 of the Code or any comparable provisions of applicable law (“Section 1060 Forms”) in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is consistent with the Final Allocation and refrain from taking any action inconsistent with such Allocationtherewith, unless otherwise required to do so by applicable law or a “determination” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein (i) Buyer’s cost for the Purchased Assets and the covenant not-to-compete described in Section 6.11 may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the amount so allocated, (ii) the amount realized by Sellers may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax purposes, and (iii) neither Seller or any of its Affiliates nor Buyer or any of its Affiliates will be obligated to litigate any challenge to the final Allocation Schedule by a Taxing authority. Buyer and Sellers shall prevent file such Section 1060 Forms timely and in the manner required by applicable Seller law. Buyer and Purchaser from settling Sellers also shall allocate and report any proposed deficiency or adjustment by adjustments to the Purchase Price in accordance with Section 1060 of the Code and the Treasury Regulations thereunder, and any Governmental Authority based upon or arising out allocations made as a result of such Allocationadjustments (to the extent agreed to or deemed to be agreed to, and neither applying the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser same procedures discussed above in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement 2.8(a)) shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to become part of the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinFinal Allocation.

Allocation. Following If any Company Registration involves an underwritten offering and the Closingmanaging underwriter of such offering shall advise the Company that, Purchaser in its view, the number of securities requested to be included in such registration exceeds the largest number that can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall prepare and deliver include in such registration: (i) in the event of a Company initiated registration, first to Sellers an allocation the Company for securities being sold for its own account, or (ii) in the event of a demand registration by holders of other shares of common stock of the aggregate consideration among Sellers andCompany with registration rights ("Section 3 Other Shares"), for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver first to the applicable Seller demanding holders of such Section 3 Other Shares. Thereafter the number of shares to be included in the registration shall be allocated as set forth in Section 3(c)(iii). If any person does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a proposed allocation result of marketing factors, the Purchase Price and other consideration paid Company shall then offer to all persons who have retained the right to include securities in exchange for the Purchased Assetsregistration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, prepared with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 10603(c). (iii) For purposes of this Section 3, and if applicable, Section 338, in any circumstance in which all of the Tax Code (Registrable Securities and non-demanding Section 3 Other Shares requested to be included in a registration on behalf of the “Allocation”). The applicable Seller Holders or non- demanding selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Section 3 Other Shares that may be so included, the number of shares of Registrable Securities and non-demanding Section 3 Other Shares that may be so included shall be allocated among the Holders and non-demanding selling stockholders requesting inclusion of shares such that the selling holders of the Registrable Securities and non-demanding Section 3 Other Shares shall have thirty (30) days after their shares included pro rata on the delivery basis of the Allocation number of shares of Registrable Securities and Section 3 Other Shares held by such Holders and non-demanding selling stockholders that such Holders and non-demanding selling stockholders had requested to review and consent to be included in the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationregistration; provided, however, that nothing contained herein such allocation shall prevent not operate to reduce the applicable Seller aggregate number of Registrable Securities and Purchaser from settling Section 3 Other Shares to be included in such registration. If any proposed deficiency Holder or adjustment by any Governmental Authority based upon or arising out non-demanding selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Section 3 Other Shares allocated to such person pursuant to the above-described procedure, the remaining portion of such Allocationperson's allocation shall be reallocated among those requesting Holders and other non-demanding selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Section 3 Other Shares held by such Holders and other non-demanding selling stockholders that such Holders and other non-demanding selling stockholders had requested to be included in the registration, and neither the applicable Seller nor Purchaser this procedure shall be required repeated until all of the shares of Registrable Securities and Section 3 Other Shares which may be included in the registration on behalf of the Holders and other non-demanding selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to litigate before be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or to include founder's stock or any courtother shares of stock issued to employees, any proposed deficiency officers, directors, or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable consultants pursuant to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinCompany's employee stock option plans.

Allocation. Following Buyers and Seller shall allocate the ClosingPurchase Price, Purchaser plus any Liabilities assumed or taken subject to and treated as consideration for federal income tax purposes and any other amounts treated as consideration for federal income tax purposes (such aggregate amount, the “Allocable Amount”), between (i) the Conveyed Equity Interests, on the one hand, and (ii) the Acquired Assets other than the Conveyed Equity Interests, on the other hand. The portion of the Allocable Amount described in clause (ii) shall then be allocated among each of the Acquired Assets (other than the Conveyed Equity Interests) (together with the allocation to the Conveyed Equity Interests described in clause (i), the “Purchase Price Allocation”). The Purchase Price Allocation shall be reasonable and, with respect to the portion of the Allocable Amount described in clause (ii), shall be prepared in accordance with the Code and the Treasury Regulations thereunder. Buyers shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have Allocation within thirty (30) days after the delivery of the final determination of the Final Purchase Price pursuant to Section 3.2, and revised copies from time to time to report any matters that need updating. All Tax Returns and reports filed by Buyers and Seller shall be prepared consistently with the Purchase Price Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023or, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser update thereto. The Purchase Price Allocation shall be required final and binding on the parties hereto, unless, within ten (10) calendar days after the date of receipt by Seller, Seller delivers to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such AllocationBuyer a written request for changes. If the applicable Seller does not consent to delivers such Allocationa request, the applicable then Buyers and Seller shall notify Purchaser undertake in writing of good faith to resolve the issues raised in such disagreement request within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreementcalendar days. If the Parties parties cannot resolve reach a disagreement under this Section 3.3resolution, such disagreement then Seller and Buyers shall cause the Accounting Firm to review and determine the correct treatment of the item or items in dispute. The cost of the Accounting Firm’s review and determination shall be resolved by an independent accounting firm chosen by Purchaser allocated fifty percent (50%) to Seller and reasonably acceptable fifty percent (50%) to Buyers. The determination of the applicable Seller, and such resolution Accounting Firm shall be final and binding on the Parties. The fees Buyers and expenses of such accounting firm Seller shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on promptly notify the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy Party in writing upon receipt of notice of any information described above required to be furnished to any Taxing Authority in connection with pending or threatened Tax audit or assessment challenging the transactions contemplated hereinallocation of the Purchase Price.

Allocation. Following (i) Litigation to Be Transferred to Verigy. On the ClosingSeparation Date, Purchaser shall prepare and deliver to Sellers an allocation the responsibilities for management of the aggregate consideration among Sellers andlitigation identified on Schedule 1 of the litigation disclosure letter mutually agreed upon by Agilent and Verigy attached hereto as Exhibit G (the "Litigation Disclosure Letter"), for any transactions contemplated which will be delivered by Agilent to Verigy on the Separation Date, shall be transferred in their entirety from Agilent and its Subsidiaries to Verigy and its Subsidiaries. As of the Separation Date and thereafter, Verigy shall manage the defense of this Agreement that litigation and shall cause its applicable Subsidiaries to do not constitute an Agreed G Transaction the same pursuant to the terms applicable to a "Controlling Party" in Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation 9.3(d) of the Purchase Price Master Separation Agreement, and Agilent and its Subsidiaries shall comply with the provisions of Section 9.3(d) of the Master Separation Agreement applicable to a "Non-Controlling Party". All other consideration paid matters relating to such litigation, including but not limited to indemnification for such claims, shall be governed by the provisions of the Master Separation Agreement. (ii) Litigation to be Defended by Agilent at Verigy's Expense. Agilent shall defend, and shall cause its applicable Subsidiaries to defend, the litigation identified on Schedule 2 of the Litigation Disclosure Letter. All other matters relating to such litigation, including but not limited to indemnification for such claims, shall be governed by the provisions of the Master Separation Agreement. (iii) All Other Litigation. All litigation arising on, prior to or after the Separation Date that is not included in exchange for the Purchased Assets, prepared Litigation Disclosure Letter and which relates to a claim pursuant to which one Party may be entitled to indemnification under the Master Separation Agreement shall be treated as a Third-Party Claim under the Master Separation Agreement and the defense of such claim shall be determined in accordance with Section 1060, and if applicable, Section 338, 9.3(d) of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinMaster Separation Agreement.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement The parties agree that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and all other amounts constituting consideration paid in exchange for within the Purchased Assetsmeaning of Section 1060 of the Code (the "Consideration"), prepared shall be allocated among the Assets in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code (the “Allocation”)Code. The applicable Seller shall have No later than thirty (30) days after the delivery Closing, the Purchaser shall cause to be prepared and delivered to the Sellers a schedule allocating the Consideration to the Assets (the "Purchase Price Allocation"). The Sellers shall have the right to review the Purchase Price Allocation and any work sheets and other papers prepared in connection with the Purchase Price Allocation. The Sellers will be deemed to have accepted such Purchase Price Allocation unless they provide written notice of disagreement to the Purchaser within 15 days after the receipt of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedPurchaser's Purchase Price Allocation. If the applicable Seller consents Sellers timely provide such notice, the Purchaser and the Sellers shall use commercially reasonable efforts to resolve any dispute between them concerning the Purchase Price Allocation, such Seller . If Sellers and Purchaser are able to resolve such dispute (or if Sellers have accepted or have been deemed to accept the Purchase Price Allocation), the Purchaser and the Sellers shall use such Allocation file or cause to prepare and file in a timely manner be filed all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for (including IRS Form 8594) consistent with the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Purchase Price Allocation, and neither the applicable Seller Purchaser nor Purchaser shall be required to litigate the Sellers (or any of their respective Affiliates) will take a position inconsistent with the Purchase Price Allocation on any Tax Return, in any proceeding before any court, any proposed deficiency taxing authority or adjustment by any Taxing Authority challenging such Allocationotherwise. If a taxing authority disputes the applicable Seller does not consent to such Purchase Price Allocation, the applicable Seller shall party receiving notice of the dispute will promptly notify Purchaser in writing of the other parties hereto concerning such disagreement within such thirty (30) day perioddispute. Notwithstanding anything herein to the contrary, and thereafterif the parties do not agree to the Purchase Price Allocation, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement neither party shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable obligated to utilize the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses Purchase Price Allocation of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide in the applicable Seller, with a copy preparation of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinTax Return.

Allocation. Following (a) At the Closing, Purchaser the Sellers shall prepare and deliver to Sellers an allocation the Purchaser a statement (the “Sellers’ Allocation Schedule”) setting forth their proposed calculation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation amount of the Purchase Price Price, and other consideration paid the liabilities taken into account in exchange determining the amount realized for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338Sellers for federal income tax purposes, of the Tax Code Companies and the Operating Company to be allocated among the assets of the Companies and the Operating Company and the allocation of such aggregate amount among the assets of the Companies and the Operating Company. To the extent that, within ninety (90) days after the Purchaser’s receipt of the Sellers’ Allocation Schedule, the Purchaser shall not have objected in writing to such Sellers’ Allocation Schedule, then the Sellers’ Allocation Schedule shall become the final Allocation Schedule (the “AllocationFinal Allocation Schedule”). The applicable Seller Within ninety (90) days after the Closing, the Purchaser may cause American Appraisal Associates, Inc. (or such other appraiser as shall have be reasonably acceptable to the Sellers) to prepare, in a manner consistent with Purchaser’s past practices, a proposed calculation of the aggregate amount of the Purchase Price, and the liabilities taken into account in determining the amount realized for the Sellers for federal income tax purposes, of the Companies and the Operating Company to be allocated among the assets of the Companies and the Operating Company and the allocation of such aggregate amount among the assets of the Companies and the Operating Company (the “Purchaser’s Allocation Schedule”). In the event that there is disagreement between the Sellers and Purchaser as to which allocation schedule (or which parts thereof) should be used, the Sellers and the Purchaser shall negotiate in good faith to resolve the dispute. If the Sellers and the Purchaser are unable to reach an agreement within ninety (90) days after the Sellers’ receipt of the Purchaser’s Allocation Schedule, the dispute shall be resolved and the Final Allocation Schedule shall be determined by Deloitte & Touche (“Deloitte”), which shall be jointly retained by the parties. Deloitte shall not be required to select either party’s position in the dispute and may determine a different resolution. Deloitte shall resolve the dispute within thirty (30) days after the delivery of item has been referred to it. If deemed necessary by Deloitte, Deloitte may perform, or cause to be performed, an Appraisal to determine the values to be reflected on the Final Allocation Schedule. The Final Allocation Schedule, as agreed to review by the Purchaser and consent the Sellers and/or as determined by Deloitte according to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing terms of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.32.4(a), such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on upon the Partiesparties. The Each of the Purchaser and the Sellers shall bear all fees and costs incurred by it in connection with the determination of the Final Allocation Schedule, except that the fees and expenses of such accounting firm Deloitte in acting in accordance with this Section 2.4(a) shall be borne shared equally by Purchaser, on the one hand, Purchaser and the applicable SellerSellers. (b) For all Tax purposes, on the other hand. The applicable Seller shall provide Purchaser, Purchaser and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with Sellers will report the transactions contemplated hereinby this Agreement and the Transaction Documents in a manner consistent with the Final Allocation Schedule, and neither of such parties will take or assume any position inconsistent therewith in any Tax Return. (c) The parties will promptly inform one another of any challenge by any taxing authority to the Final Allocation Schedule and agree to consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge.

Allocation. Following The Canadian Company Purchase Price (as finally determined) and the Closing, Purchaser shall prepare Liabilities (and deliver to Sellers an allocation other relevant items for United States federal income Tax purposes) of the aggregate consideration Canadian Company shall be allocated among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation assets of the Purchase Price and other consideration paid Canadian Company in exchange for the Purchased Assets, prepared in accordance a manner consistent with Section 10601060 of the Code and Treasury regulations thereunder, and if applicable, Section 338, any analogous provisions of the Tax Code state or local law as appropriate (the “Allocation”). The applicable A draft of the Allocation shall be prepared by Buyer and delivered to Seller Parent not less than one hundred and twenty (120) days following the Closing Date. If the Seller Parent notifies Buyer in writing that the Seller Parent objects to one or more items reflected on the Allocation, Seller Parent and Buyer shall have negotiate in good faith to resolve such dispute. Neither Buyer nor Seller Parent shall unreasonably withhold its approval and consent with respect to such Allocation. Once Seller Parent and Buyer agree on the Allocation, and all disputes related to the Allocation, if any, are resolved pursuant to the foregoing sentence, Seller Parent, the Companies and Buyer shall thereafter file, update and amend all income tax forms and returns (including Internal Revenue Service Form 8594) in accordance with such Allocation (as adjusted) and shall not take any position inconsistent with such Allocation on any Tax Return, before any Taxing Authority or in any judicial proceeding, unless otherwise required by a final determination as defined in Section 1313(a) of the Code. Buyer and Seller Parent agree that such Allocation shall be amended, as appropriate to reflect any post-Closing adjustments to the Canadian Company Purchase Price or other relevant items pursuant to this Agreement. Any such amendment shall be made in a manner consistent with past preparation of the Allocation. If Buyer and Seller Parent do not reach a written agreement as to the Allocation prior to the 150th day after the Closing Date or, with respect to any revision of the Allocation, within thirty (30) days after the delivery of the Allocation to review and consent days, then either Buyer or Seller Parent may by notice to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents other submit to the AllocationIndependent Accounting Firm for resolution, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, the procedural principles of Sections 3.05(c) and 3.05(d) hereof (including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required as to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaserthe Independent Accounting Firm), on of the one hand, and portions of the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority Allocation in connection with the transactions contemplated hereindispute.

Allocation. Following (i) The Tax Purchase Price shall be allocated among each of the ClosingPurchased Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder. No portion of the Tax Purchase Price shall be allocated to any other covenants or agreements contained in this agreement or the Master Services Agreement. (ii) Within eighty (80) days after the date hereof, the Purchaser shall prepare and deliver to Sellers the Seller a written schedule (the “Proposed Valuation and Allocation”) that includes (x) the value of the Warrant Consideration and the Common Stock Consideration and (y) an allocation of the aggregate consideration Tax Purchase Price among Sellers andthe Purchased Assets (which, for purposes of this Section 5(b) and the Proposed Valuation and Allocation and Final Allocation, shall include any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16applicable “goodwill or going concern value”). If the Seller disagrees with the Proposed Allocation, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation may, within twenty (20) days after the Seller’s receipt of the Purchase Price and other consideration paid in exchange for the Purchased AssetsProposed Allocation, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code deliver a written notice (the “Allocation Dispute Notice”) to the Purchaser to such effect, specifying those items with which the Seller disagrees and setting forth the Seller’s proposed valuation and allocation. The Purchaser and the Seller shall use commercially reasonable efforts to reach agreement on the disputed items or amounts within ten (10) days of the Purchaser’s receipt of the Allocation Dispute Notice, which period may be extended for such time as the Purchaser and Seller may agree to in writing (the “Discussion Period”). The Proposed Valuation and Allocation, as prepared by the Purchaser if no Allocation Dispute Notice has been given, as adjusted pursuant to any agreement between the Purchaser and the Seller shall be the final valuation and allocation (the “Final Allocation”). The applicable If the Purchaser and the Seller shall have thirty (30) days after are unable to resolve all disputed items within the delivery Discussion Period, each of the Purchaser and the Seller may separately determine the value of the Warrant Consideration and the Common Stock Consideration and allocation of the Tax Purchase Price (provided that any such determinations in the absence of a Final Allocation to review shall represent at least “more likely than not” reporting positions), and consent to the Allocation in writingthere shall be no Final Allocation. (iii) Each party agrees that, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the if there is a Final Allocation, such Seller and Purchaser shall use such party will (i) be bound by the Final Allocation, (ii) act in strict accordance with the Final Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable LawReturns, including Forms (iii) to the extent each party is required, timely file an IRS Form 8594 and 8023, if applicable, with their respective Tax Returns reflecting the Final Allocation for the taxable year that includes the Closing Date (defined below) and shall to make any timely comparable filings required by applicable state or local Law and (iv) not take no any position in inconsistent with the Final Allocation for any Tax Return purpose, unless required by a “final determination” within the meaning of Section 1313(a) of the Code resulting from a Tax Action initiated by a Tax Authority challenging the Final Allocation, provided that the Purchaser’s cost for the Purchased Assets may differ from the amount so allocated to the extent necessary to reflect its capitalized acquisition costs not included in the amount realized by the Seller. If any Tax Authority challenges the Final Allocation or any allocation resulting therefrom, or, if there is inconsistent no Final Allocation, any other determination of value or allocation of the Tax Purchase Price in accordance with such Allocation; providedthis Section 5(b)(iii), however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out party receiving notice of such Allocationchallenge shall give the other parties prompt written notice thereof and, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such if there is a Final Allocation, the applicable Seller parties shall notify Purchaser in writing use reasonable efforts to preserve the effectiveness of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinFinal Allocation.

Allocation. Following (a) Within one hundred and eighty (180) days after the Closing, the Purchaser shall prepare and deliver to Sellers an allocation the Seller a statement (the “Purchaser’s Allocation Schedule”) setting forth its proposed calculation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation amount of the Purchase Price Price, and other consideration paid the liabilities taken into account in exchange determining the amount realized for federal income tax purposes, of the Purchased AssetsOperating Company to be allocated among the assets of the Operating Company and the allocation of such aggregate amount among the assets of the Operating Company, prepared in accordance with the requirements of Section 1060, and if applicable, Section 338, 1060 of the Tax Code (and the “Allocation”)Treasury regulations thereunder. The applicable Seller shall have Within thirty (30) days after the delivery Seller’s receipt of the Purchaser’s Allocation Schedule, the Seller shall propose any changes to review and consent to the such Purchaser’s Allocation in writingSchedule or shall indicate its concurrence therewith, which consent concurrence shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents shall not have objected in writing to such Purchaser’s Allocation Schedule within the Allocationthirty (30)-day period, such then the Purchaser’s Allocation Schedule shall become the final Allocation Schedule (the “Final Allocation Schedule”). If Seller and shall propose any changes to Purchaser’s Allocation Schedule within the thirty (30)-day period, Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thereafter have thirty (30) day perioddays to review such changes and indicate concurrence therewith, and thereafter, which concurrence will not be unreasonably withheld. Any issues with respect to the allocation which have not been fully resolved within the applicable period shall be negotiated by Purchaser and Seller shall attempt in good faith to promptly resolve any such disagreementfaith. If the Parties cannot resolve a disagreement under this Section 3.3Purchaser and the Seller are unable to reach an agreement within thirty (30) days after the Purchaser’s receipt of the Seller’s written objection, such disagreement the dispute shall be resolved and the Final Allocation Schedule shall be determined by an independent accounting firm chosen the Independent Accountant. The Independent Accountant shall resolve the dispute within thirty (30) days after the item has been referred to it. The Final Allocation Schedule, as agreed to by the Purchaser and reasonably acceptable the Seller and/or as determined by the Independent Accountant according to the applicable Sellerterms of this Section 2.4(a), and such resolution shall be final and binding on upon the Partiesparties. The Each of the Purchaser and the Seller shall bear all fees and costs incurred by it in connection with the determination of the Final Allocation Schedule, except that the fees and expenses of such accounting firm the Independent Accountant in acting in accordance with this Section 2.4(a) shall be borne shared equally by Purchaser, on the one hand, Purchaser and the applicable Seller. (b) For all Tax purposes, on the other hand. The applicable Purchaser and the Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with will report the transactions contemplated hereinby this Agreement and the Transaction Documents in a manner consistent with the Final Allocation Schedule, and neither of such parties will take or assume any position inconsistent therewith in any Tax Return. (c) The parties will promptly inform one another of any challenge by any taxing authority to the Final Allocation Schedule and agree to consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge.

Allocation. Following The Parties agree to allocate the ClosingUnadjusted Purchase Price (plus all other capitalized costs and those Assumed Liabilities that constitute liabilities for U.S. federal income tax purposes) among the Acquired Assets, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers andnon-compete and non-solicit provisions set forth in Section 5.9, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16all purposes (including financial accounting and Tax purposes) in accordance with Schedule 1.8, Purchaser which shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, be prepared in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury Regulations promulgated thereunder. The initial allocation reflected in Schedule 1.8 (the “Initial Allocation”) shall be subject to adjustment solely to reflect a GAAP valuation analysis of the Acquired Assets and Assumed Liabilities, to be conducted by Buyer through an independent third party promptly following the Closing. Any proposed adjustments to the Initial Allocation resulting from the GAAP valuation analysis shall be provided by Buyer to Arcade in writing (including reasonably detailed support from the valuation and an explanation of the basis therefor) not later than 60 days following the Closing. The Parties shall work in good faith for a period of up to 30 days from Arcade’s receipt of the proposed adjustments from Buyer to agree to the proposed adjustments to the Initial Allocation and finalize the allocation for filing (the “Final Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents Parties do not obtain a final resolution within 30 days, Buyer and Arcade will engage the Firm to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms resolve any remaining objections in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position terms set forth in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties1.7(b). The fees and expenses of such accounting firm shall the Firm will be borne shared equally by Purchaser, on the one hand, Buyer and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable SellerArcade, with each Party otherwise bearing its own fees and expenses. Within 10 days after any adjustment to the Unadjusted Purchase Price is finally determined pursuant to Section 1.7, the allocation will be adjusted to reflect the Purchase Price Adjustment, which will be adjusted on a copy dollar-for-dollar basis to the particular class of Acquired Assets or Assumed Liabilities that gave rise to such Purchase Price Adjustment, which adjustments shall not be subject to further adjustment based on Buyer’s GAAP valuation analysis. Buyer and Arcade and their Affiliates will report and file any information described above relevant Tax Returns or filings (including Internal Revenue Service Form 8594 and any forms or reports required to be furnished filed pursuant to any Taxing Authority Section 1060 of the Code) in connection all respects and for all purposes consistent with the transactions contemplated hereinFinal Allocation of the Purchase Price in Schedule 1.8. The Parties will cooperate in the preparation of any such forms, will file such forms in the manner required by applicable Law and will not take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Final Allocation unless required to do so by applicable Law.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the The Worldwide Purchase Price and those Assumed Liabilities, costs and other consideration paid items included in exchange “consideration” for purposes of Code Section 1060 (the Purchased Assets, prepared “Section 1060 Consideration”) shall be allocated among the Acquired Assets in accordance with this 23 Table of Contents Section 10602.12 (this allocation among the Acquired Assets, and if applicable, Section 338, of the Tax Code (the “Allocation”). Any Assumed Liabilities included in the Section 1060 Consideration shall be allocated to the Selling Company in connection with which such Assumed Liabilities were incurred. The applicable Seller Allocation shall include an allocation among the Foreign Assets, with reference to each country in which the Foreign Assets are located. The Allocation shall be based on the fair market values of the Acquired Assets as of the Closing Date as determined and allocated in accordance with Code Section 1060 and the Treasury Regulations thereunder, with the fair market values of the accounts receivable and inventory included in the Acquired Assets determined in accordance with GAAP such that tangible assets in these categories are valued at book value as of the Closing Date. As soon as reasonably practicable (and in any event within one hundred twenty (120) days) after the Closing Date, the Company and the Buyer shall work together in good faith to finalize the Allocation to reflect the final determinations of the fair market values of assets as of the Closing Date and any changes to the Section 1060 Consideration, and the Allocation as so finalized shall become the “Final Allocation”, which shall be final and binding upon all the parties. If the Company and the Buyer are unable to finalize the Allocation during such one hundred twenty (120) day period, then the Company and the Buyer shall submit only those disputed items that have thirty not been resolved to an independent accountant mutually chosen by the Company and the Buyer for determination, provided, however, that the basis for dispute shall not include any objection to the methodology used to determine the fair market value of the accounts receivable and inventory. The independent accountant’s determination as to each item of dispute shall be binding on the parties, and the Allocation shall be amended in accordance with the independent accountants’ determination (30as to the disputed items) and the agreement of the Company and the Buyer (as to the items that are not disputed) and shall become the Final Allocation. If any adjustment is subsequently made to the Section 1060 Consideration pursuant to the terms of this Agreement, the Buyer and the Company shall agree to an amended Allocation in accordance with the above procedures, and such amended allocation (the “Amended Allocation”) shall replace the Final Allocation. Within fifteen (15) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms has been determined in accordance with applicable Lawthis Section 2.12, including the Buyer shall cause to be prepared and delivered to the Company IRS Forms 8594 and 8023any required exhibits thereto, if applicableand any similar forms required under applicable state, local or foreign Law governing Taxes, which shall conform to the Final Allocation, and the Company and the Purchasing Companies shall each timely file: (a) the applicable Form(s) 8594 with the IRS in accordance with the requirements of Code Section 1060; and (b) such other forms with the applicable Taxing Authorities in accordance with the requirements of the applicable Law. Any subsequent adjustment to the Section 1060 Consideration reflected in an Amended Allocation shall be reflected in one or more amended Forms 8594 and applicable state, local or foreign Tax forms that the Company shall cause to be prepared and delivered to the Company within fifteen (15) days after determination of an Amended Allocation. The Company and the Purchasing Company shall, and shall cause their respective Affiliates to, each report, act, and file Tax Returns in all respects and for all purposes (including for purposes of Code Section 704(c)) consistent with the taxable year Final Allocation (or Amended Allocation, as applicable). The parties agree that includes the Closing Date and shall take no they will not take, nor will they permit any of their respective Affiliates to take, for Tax purposes, any position (whether in any audits, Tax Return Returns or otherwise) that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be allocations unless required to litigate before any court, any proposed deficiency or adjustment do so by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinLaw.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the The Purchase Price and those Assumed Liabilities, costs and other consideration paid items included in exchange “consideration” for purposes of Code Section 1060 (the Purchased Assets, prepared “Section 1060 Consideration”) shall be allocated among the Assets in accordance with this Section 1060, and if applicable, Section 338, of the Tax Code 2.5 (the “Allocation”). The applicable Allocation shall be based on the fair market values of the Assets as of the Closing Date as determined and allocated in accordance with Code Section 1060 and the United States Treasury Regulations thereunder, with the fair market values of the Accounts Receivable and Inventory included in the Assets determined in accordance with GAAP such that tangible assets in these categories are valued at book value as of the Closing Date. As soon as reasonably practicable (and in any event within one hundred twenty (120) days) after the Closing Date, Seller and Buyer shall work together in good faith to finalize the Allocation to reflect the final determinations of the fair market values of assets as of the Closing Date and any changes to the Section 1060 Consideration, and the Allocation as so finalized shall become the “Final Allocation”, which shall be final and binding upon all the parties. If Seller and Buyer are unable to finalize the Allocation during such one hundred twenty (120) day period, then Seller and Buyer shall submit only those disputed items that have not been resolved to an independent accountant mutually chosen by Seller and Buyer for determination, provided, however, that the basis for dispute shall not include any objection to the methodology used to determine the fair market value of the Accounts Receivable and Inventory. The independent accountant’s determination as to each item of dispute shall be binding on the parties, and the Allocation shall Table of Contents be amended in accordance with the independent accountants’ determination (as to the disputed items) and the agreement of Seller and Buyer (as to the items that are not disputed) and shall become the Final Allocation. If any adjustment is subsequently made to the Section 1060 Consideration pursuant to the terms of this Agreement, Buyer and Seller shall have thirty agree to an amended Allocation in accordance with the above procedures, and such amended allocation (30the “Amended Allocation”) shall replace the Final Allocation. Within fifteen (15) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms has been determined in accordance with applicable Lawthis Section 2.5, including Buyer shall cause to be prepared and delivered to Seller IRS Forms 8594 and 8023any required exhibits thereto, if applicableand any similar forms required under applicable state, local or foreign Legal Requirement governing Taxes, which shall conform to the Final Allocation, and Seller and Buyer shall each timely file: (a) the applicable Form(s) 8594 with the IRS in accordance with the requirements of Code Section 1060; and (b) such other forms with the applicable Governmental Body in accordance with the requirements of the applicable Legal Requirement. Any subsequent adjustment to the Section 1060 Consideration reflected in an Amended Allocation shall be reflected in one or more amended Forms 8594 and applicable state, local or foreign Tax forms that Buyer shall cause to be prepared and delivered to Seller within fifteen (15) days after determination of an Amended Allocation. Seller and Buyer shall, and shall cause their respective Affiliates to, each report, act, and file Tax Returns in all respects and for all purposes (including for purposes of Code Section 704(c)) consistent with the taxable year Final Allocation (or Amended Allocation, as applicable). The parties agree that includes the Closing Date and shall take no they will not take, nor will they permit any of their respective Affiliates to take, for Tax purposes, any position (whether in any audits, Tax Return Returns or otherwise) that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be allocations unless required to litigate before any court, any proposed deficiency or adjustment do so by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinLegal Requirement.

Allocation. Following Within ninety (90) days following the Closingdate of this Agreement, Purchaser Parent shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, Seller Agent a written schedule for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable each Seller setting forth a proposed allocation of the Purchase Price and other consideration paid in exchange for payable to such Seller among the Purchased Assets, prepared in accordance Acquired Assets to be acquired from such Seller which schedule shall be consistent with Section 1060, and if applicable, Section 338, the provisions of the Tax Code Exhibit E (the “Parent’s Proposed Allocation”). The applicable Seller shall have Within thirty (30) days after following the delivery receipt by Seller Agent of the Allocation Parent’s Proposed Allocation, Seller Agent shall deliver to review and consent Parent a revised schedule, consistent with Exhibit E (“Seller’s Proposed Allocation”), reflecting any proposed changes to the Allocation in writingParent’s Proposed Allocation, which consent if accepted by Parent shall not be unreasonably withheld, conditioned or delayedthe final allocation (the “Final Allocation”). If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller Parent does not consent agree to such Seller’s Proposed Allocation, the applicable Seller parties shall notify Purchaser endeavor, in writing of such disagreement good faith, to agree to a Final Allocation within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any days of such disagreementdelivery. If the Parties agreement cannot resolve a disagreement under this Section 3.3, such disagreement be reached the Final Allocation shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable determined pursuant to the applicable Seller, and such resolution arbitration provisions of Section 8.4; provided that for purposes of that arbitration (i) the provisions of Exhibit E shall be final applied by the arbitrator (except to the to the extent the arbitrator determines that they must be varied to result in allocations which would be considered reasonable for tax and binding on accounting purposes, in which case they shall be varied to the Partiesminimum extent necessary) and (ii) the arbitrator shall take into consideration, as a factor (but not a strict limitation) in reaching its conclusion the standards regularly applied by Parent’s independent public accountants and the desire for consistency between parties. The fees parties shall report for all tax and expenses of such accounting firm shall be borne equally by Purchaserpurposes consistently with the Final Allocation, on except to the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above extent required to be furnished do otherwise by Parent’s auditors or independent accountants or following a determination by any taxing authority that such reporting position is contrary to any Taxing Authority in connection with the transactions contemplated hereinapplicable tax law.

Allocation. Following the ClosingThe Purchase Price (as determined for U.S. federal income tax purposes, Purchaser shall prepare and deliver including any Assumed Liabilities that are required to Sellers an allocation be treated as part of the aggregate consideration among Sellers andPurchase Price for U.S. federal income tax purposes) shall be determined by the Buyer within sixty (60) days after the Closing Date, for and the Buyer shall notify the Seller of same in writing within such (60) day period (the “Allocation Statement”). The Buyer and the Seller shall attempt to resolve any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant disputes with respect to Section 6.16those amounts within ten (10) days of the Seller’s delivery of the Allocation Statement. If the Buyer and the Seller are unable to resolve any disputes within such ten (10) day period, Purchaser the matters in dispute shall also prepare and deliver be submitted to the applicable Seller Independent Accounting Firm. The decision of the Independent Accounting Firm shall be conclusive and binding upon the Buyer and the Seller. Promptly after the Closing Date (but not before a proposed resolution of all disputes, if any, with regard to the Allocation Statement), the Buyer shall prepare, in consultation with the Seller, those statements or forms (including Form 8594 if available) required by Section 1060 of the Code and the Treasury regulations promulgated thereunder with respect to the allocation of the Purchase Price and other consideration paid in exchange for Price. Such statements or forms shall be prepared consistently with the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, allocation of Purchase Price. Such statements or forms shall be filed by the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, parties with their respective Tax Returns for federal income tax returns as required by Section 1060 of the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, Code and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, Treasury regulations promulgated thereunder and Purchaser each party shall provide the applicable Seller, other party with a copy of such statement or form as filed. If the Buyer and the Seller are unable to resolve any information described above required disputes with respect to such statements or forms, the matters in dispute shall be furnished submitted to any Taxing Authority in connection with the transactions contemplated hereinIndependent Accounting Firm. The decision of the Independent Accounting Firm shall be conclusive and binding upon the Buyer and the Seller. All expenses and disbursements of the Independent Accounting Firm pursuant to this Section 10.1 shall be shared equally by the Buyer and the Seller.

Allocation. Following Within 60 days after the ClosingClosing Date, Purchaser shall prepare American will provide Holdco copies of IRS Form 8594 and deliver to Sellers an allocation of any required exhibits thereto (the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a “Proposed Allocation”) with American’s proposed allocation of the Purchase Price and other consideration paid in exchange for hereunder (including by the Purchased Assets, assumption of the Assumed Liabilities). The Proposed Allocation shall be prepared in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code (and the “Allocation”)applicable Treasury Regulations issued thereunder. The applicable Seller shall have thirty (30) Within 15 days after the delivery receipt of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the such Proposed Allocation, Holdco will propose to American any changes to such Seller Proposed Allocation (and Purchaser shall use in the event no such Allocation changes are proposed in writing to prepare and file in a timely manner all appropriate Tax filingsAmerican within such time period, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such AllocationHoldco will be deemed to have agreed to, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocationaccepted, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, Proposed Allocation). Holdco and thereafter, the applicable Seller shall attempt American will endeavor in good faith to promptly resolve any such disagreementdifferences with respect to the Proposed Allocation within 15 days after American’s receipt of Notice of objection from the Holdco. If Holdco and American are unable to reach an agreement as to the Proposed Allocation, the Parties cannot resolve a disagreement under this Section 3.3, shall refer such disagreement shall be resolved by dispute to an independent accounting firm chosen by Purchaser and reasonably mutually acceptable to both Holdco and American (the applicable Seller“Independent Accountants”), and such resolution which firm shall be make a final and binding determination as to only those matters in dispute with respect to this Section 2.5 on the Partiesa timely basis and promptly shall notify Holdco and American in writing of its resolution. The fees fees, expenses and expenses costs of such accounting firm the Independent Accountants incurred in connection with this review and report shall be borne equally by PurchaserHoldco and American. After American and Holdco have reached an agreement as to the Proposed Allocation (the “Final Allocation”), on the one handParties shall: (i) be bound by the Final Allocation for all Tax purposes, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above (ii) timely file all Tax Returns required to be furnished to any Taxing Authority filed in connection with the transactions contemplated hereinFinal Allocation (including the timely filing of IRS Form 8594 and any other Tax Returns required to be filed pursuant to Section 1060 of the Code or any comparable provisions of applicable Laws (the “Section 1060 Forms”)), (iii) prepare and file all Section 1060 Forms and Tax Returns in a manner consistent with the Final Allocation and (iv) take no position inconsistent with the Final Allocation for all Tax purposes, including in any Section 1060 Form or other Tax Return, any audit or examination by, or any proceeding before, any Governmental Authority or otherwise. In the event that the Final Allocation is disputed by any Governmental Authority, the Party hereto receiving notice of such dispute shall promptly notify and consult with the other Parties hereto and keep such other Parties apprised of material developments concerning the resolution of such dispute.

Allocation. Following (a) For Tax purposes only, the Closing, Purchaser shall prepare parties hereto covenant and deliver agree that: (i) the fair market value of the tangible personal property of the Seller that is shown on the May Balance Sheet as adjusted to Sellers an and including the Closing Date is equal to the net book value shown on such balance sheet for such tangible personal property and that they will reflect this agreement in any allocation of Purchase Price made by them; (ii) following the aggregate consideration among Sellers andClosing Date, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant the Seller and the Purchaser will attempt, in good faith, to Section 6.16, Purchaser shall also prepare and deliver to reach mutual agreement on the applicable Seller a proposed allocation of Purchase Price (as determined for Tax purposes) among the Purchased Assets on or before September 15, 2000 (the "Allocation Schedule"); (iii) if an Allocation Schedule is agreed to on or before September 15, 2000, the Allocation Schedule shall be amended from time to time to reflect any increase or decrease in the Purchase Price that occurs after September 15, 2000; and (iv) the Seller and other consideration paid the Purchaser shall: (A) timely file all forms and Tax Returns (including IRS Form 8594 (Asset Allocation Statement) and any supplemental Form 8594 to reflect any increase of decrease in exchange the Purchase Price that occurs after the initial filing) required to be filed in connection with the Allocation Schedule, as amended, (B) be bound by such Allocation Schedule, as amended, for the Purchased Assetsall Tax purposes, prepared (C) prepare and file all Tax Returns in accordance a manner consistent with Section 1060such Allocation Schedule, as amended, and if applicable(D) take no position inconsistent with such Allocation Schedule, Section 338as amended, in any audit or other proceeding relating to Taxes without the written consent of the Tax Code (Seller, on the “Allocation”). The applicable Seller shall have thirty (30) days after one hand, or the delivery of Purchaser, on the Allocation to review and consent to the Allocation in writingother hand, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents . (b) Notwithstanding anything in this Agreement to the Allocationcontrary, such if no Allocation Schedule is agreed to on or before September 15, 2000, the Seller and the Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including independently substantiate the preparation and filing allocation of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date Purchase Price and shall take have no position in any Tax Return that is inconsistent further obligation to each other with such Allocation; provided, however, that nothing contained herein shall prevent respect to cooperation and consistent treatment of the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out allocation of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinPurchase Price.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser ▇▇▇▇▇▇▇▇▇ and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

Allocation. Following (i) The Purchase Price shall be allocated among the ClosingSellers as set forth on Schedule 1.2 attached hereto. As soon as practicable following the determination of the Adjusted Purchase Price (as defined in Section 1.4(i)), Purchaser PKI shall prepare and deliver to Sellers Buyer an allocation of schedule (the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare “Allocation Schedule”) allocating the Adjusted Purchase Price and deliver the Assumed Liabilities (to the applicable Seller a proposed allocation extent treated as liabilities for United States federal income tax purposes) among the Sellers and among the Acquired Assets, the Stock and the covenant contained in Section 10.3 hereof, and which shall be identical to Schedule 1.2 except that it will take into account the following adjustments: (A) If the Adjusted Purchase Price exceeds the Purchase Price, the amount of such excess shall increase the amount allocated to the Tax jurisdiction(s) to which the increase in Working Capital that gave rise to such excess relates as determined in good faith by PKI; (B) If the Purchase Price and other consideration paid in exchange for exceeds the Purchased AssetsAdjusted Purchase Price, prepared in accordance with Section 1060, and if applicable, Section 338, the amount of such excess shall decrease the amount allocated to the Tax Code jurisdiction(s) to which the decrease in Working Capital that gave rise to such excess relates as determined in good faith by PKI; and (C) The amount of Assumed Liabilities (to the “Allocation”). The applicable Seller extent treated as liabilities for United States federal income tax purposes) shall have thirty increase the amount allocated to the Tax jurisdiction(s) to which such Assumed Liabilities relate as determined in good faith by PKI. (30ii) days after As soon as practicable following the delivery of the Allocation to review and consent Schedule to the Buyer, Buyer shall review such proposed Allocation Schedule and shall notify PKI of any proposed revisions thereto. Buyer and PKI shall negotiate in writing, which consent shall not be unreasonably withheld, conditioned or delayedgood faith in an attempt to reach agreement as to the proposed allocations. If Buyer and PKI fail to agree on a final version of the applicable Seller consents Allocation Schedule within 60 days of the date that the proposed Allocation Schedule was first delivered to Buyer, the items in dispute shall be referred to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms Neutral Accountant for resolution in accordance with applicable Lawthe procedures set forth in Section 1.4 hereof. (iii) In the event that any subsequent adjustment to the Purchase Price or Adjusted Purchase Price occurs as a result of (i) any indemnity payments made pursuant to this Agreement, including Forms 8594 or (ii) for any other reason, PKI and 8023, if applicable, with their respective Tax Returns for the taxable year that includes Buyer shall adjust the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement allocations under this Section 3.3, 1.2(b) in such disagreement manner as they shall agree. (iv) The Parties agree to act in accordance with the computations and allocations contained in the Allocation Schedule as finally agreed upon or determined by the Neutral Accountant (as they may be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable subsequently adjusted pursuant to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of Section 1.2(b)(iii)) in any information described above relevant Tax Returns (as defined in Section 2.9(a)) or filings (including any forms or reports required to be furnished filed pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), or pursuant to any Taxing Authority similar provisions of local, state and foreign Tax laws (the “1060 Forms”) unless otherwise required by law or pursuant to a determination as defined in connection Section 1313(a) of the Code or any similar provision of local, state or foreign law. They further agree to prepare all other forms, financial statements, reports and similar items in a manner that is consistent with the transactions contemplated hereinallocations to Tax jurisdictions contained in the Allocation Schedule, to cooperate in the preparation of any 1060 Forms and to file such 1060 Forms in the manner required by law. In the event that any Section 1060 Form is required to be filed with any Taxing authority prior to final resolution of the Allocation Schedules, the Parties shall file all such 1060 Forms in a manner that is consistent with Schedule 1.2.

Allocation. Following the Closing, Purchaser Buyer shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price (and all other consideration paid in exchange for capitalized costs) among the Purchased Assets, prepared Company's assets in accordance with Code Section 10601060 and the Treasury regulations promulgated thereunder (and any similar provision of state, and if applicablelocal or foreign law, Section 338, of the Tax Code (the “Allocation”as appropriate). The applicable Buyer shall deliver such allocation to Seller shall have thirty within sixty (3060) days after the delivery final resolution of the Allocation Closing Tangible Asset Value as described in SECTION 2.4. Such allocation shall become final and binding on the parties hereto fifteen (15) days after Buyer provides such allocation to review Seller, unless Seller objects in writing to Buyer, specifying the basis for its objection and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedpreparing an alternative allocation. If the applicable Seller consents to the Allocationdoes object, such Seller and Purchaser Buyer shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith attempt to promptly resolve any such disagreementthe dispute within fifteen (15) days of written notice to Buyer of Seller's objection. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and Any such resolution shall be final and binding on the Partiesparties hereto. The Any unresolved disputes shall be promptly submitted to the Independent Accounting Firm for determination, with such determination being final and binding on the parties hereto. Seller and Buyer will each pay one-half of the fees and expenses of such accounting firm shall be borne equally by Purchaserthe Independent Accounting Firm related to any dispute arising from this SECTION 2.5. Buyer, on the one handSeller, and the Company and their Affiliates shall report, act, and file Tax Returns (including, but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation agreed to by Buyer and Seller. Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare such allocation. Neither Buyer nor Seller shall take any position (whether in audits, tax returns or otherwise) which is inconsistent with such allocation unless required to do so by applicable Seller, on the other handlaw. The applicable Seller shall provide Purchaser, and Purchaser shall provide parties hereto will revise the applicable Seller, with a copy of final allocation schedule to the extent necessary to reflect any information described above required post-Closing payment made pursuant to be furnished to any Taxing Authority or in connection with this Agreement. In the transactions contemplated hereincase of any payment referred to in the preceding sentence, Buyer shall propose a revised allocation schedule, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision.

Allocation. Following the Closing(a) For all U.S. federal and state income tax purposes, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and any other amounts treated as consideration paid in exchange for the Purchased Assets, prepared U.S. federal and state income tax purposes shall be allocated in accordance with Code Section 1060, 1060 and if applicable, Section 338, of the Tax Code final and proposed Treasury Regulations promulgated thereunder (the “Asset Allocation”). The applicable ) and shall be determined in good faith by Purchaser and delivered to Seller shall have within thirty (30) calendar days of the determination of the Final Purchase Price pursuant to Section 3.5. If Seller does not give written notice to Purchaser within twenty (20) calendar days after receipt from Purchaser of Purchaser’s proposed Asset Allocation that Seller disagrees with any matters set forth therein, then the delivery of the Asset Allocation shall be deemed to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such agreed upon by Seller and Purchaser for purposes of this Section 3.6. If Seller does give notice of any such objection, then from that time until the expiration of thirty (30) calendar days after Seller’s receipt of Purchaser’s proposed Asset Allocation, Purchaser and Seller shall use negotiate in good faith to reach mutual agreement regarding any matters subject to such objection and if Purchaser and Seller do reach such agreement within such period, then the Asset Allocation shall, for purposes of this Section 3.6, be as agreed upon by Purchaser and Seller pursuant to prepare such agreement. If Purchaser and file Seller are unable to reach an agreement during such period, the Asset Allocation shall be based on the fair market value of the Company’s assets as determined by the Independent Accountants. All costs relating to the Independent Accountants incurred pursuant to this Section 3.6 shall be borne one-half (1/2) by Purchaser and one-half (1/2) by Seller. The Independent Accountants shall be provided with sufficient documentary evidence to permit an accurate independent determination of the proper Asset Allocation, and the results of the appraisal shall be deemed conclusive in a timely manner all appropriate Tax filingsthe absence of fraud, including the preparation malfeasance, or gross negligence. (b) Each of Purchaser and filing of all applicable forms in accordance with applicable Law, including Forms 8594 Seller (and 8023, if applicable, with their respective Affiliates) shall file all Tax Returns (including IRS Form 8594) consistent with the Asset Allocation as finally agreed upon or determined pursuant to this Section 3.6. No party (or any of its respective Affiliates) shall take any position inconsistent with the Asset Allocation as finally agreed upon or determined pursuant to this Section 3.6 in connection with any Tax proceeding, except that Purchaser’s cost for the taxable year that includes assets of the Closing Date Company and shall take no position the Company Subsidiaries may differ from the amount so allocated to the extent necessary to reflect its capitalized acquisition costs not included in any Tax Return that is inconsistent with such Allocationthe amount realized by Seller; provided, however, that nothing contained herein in this Section 3.6 shall prevent the applicable Seller and Purchaser prohibit any party (or any of its respective Affiliates) from settling any proposed deficiency or adjustment by any Governmental Taxing Authority based upon upon, or arising out of, the Asset Allocation and the parties (and any of such Allocation, and neither the applicable Seller nor Purchaser their respective Affiliates) shall not be required to litigate before any court, court any proposed deficiency or adjustment by any Taxing Authority challenging such the Asset Allocation. If In the applicable Seller does not consent to such event any Taxing Authority questions, audits, examines, challenges or disputes any portion of the Asset Allocation, the applicable party receiving notice thereof shall provide written notice thereof to the other party within five (5) Business Days following receipt and shall keep the other party reasonably updated and informed of substantive developments regarding such question, audit, exam, challenge or dispute. (c) Purchaser and Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, be entitled to revise and thereafter, supplement the applicable Seller shall attempt in good faith Asset Allocation to promptly resolve appropriately take into account any such disagreement. If the Parties cannot resolve a disagreement payments made under this Section 3.3, such disagreement shall be resolved by Agreement that are treated as an independent accounting firm chosen by Purchaser and reasonably acceptable adjustment to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority Purchase Price for tax purposes in connection accordance with the transactions contemplated hereinallocation principles as set forth above.

Allocation. Following the Prior to Closing, Purchaser the Parties shall prepare and deliver endeavor in good faith to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller agree upon a proposed preliminary allocation of the Purchase Price and other consideration paid the Assumed Liabilities among the Acquired Assets and the Shares, for tax purposes, in exchange for compliance with Section 1060 of the Purchased Assets, prepared Code. The Parties shall endeavor in good faith to update the preliminary allocation within fifteen (15) days following the final determination of Closing Working Capital in accordance with Section 1060ARTICLE III, and if applicableto reflect such final determination. In the event that the Parties cannot reach an agreement on the allocation within fifteen (15) days following the final determination of Closing Working Capital in accordance with Article III, Section 338then, of any Party may refer the Tax Code matters in dispute to a mutually acceptable independent appraiser (the “AllocationIndependent Appraiser”)) to assist in determining the allocation described in this Section 2.8. If the allocation is submitted to the Independent Appraiser for resolution, Sellers and Buyer shall enter into a customary engagement letter with the Independent Appraiser. The applicable Seller Independent Appraiser shall have be instructed to deliver to Buyer and Sellers a written determination of the allocation within thirty (30) days after the delivery date of referral thereof to the Independent Appraiser. Each Party shall furnish to the Independent Appraiser such workpapers and other documents and information relating to such allocation as the Independent Appraiser may request and are available to that Party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Independent Appraiser any material relating to the determination of the Allocation matters in dispute and to review discuss such determination with the Independent Appraiser. The Independent Appraiser may determine the issues in dispute following such procedures, consistent with the provisions of this Agreement, as it reasonably deems appropriate in the circumstances and consent with reference to the Allocation amounts in writingissue. Except as expressly provided herein, which consent the Parties do not intend to impose any particular procedures upon the Independent Appraiser, it being the desire of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable. The Independent Appraiser shall act as an expert for the limited purpose of determining the allocation and may not be unreasonably withheldaward damages, conditioned interest, or delayedpenalties to any Party with respect to any matter. If Each Party shall bear its own legal fees and costs of presenting its case. Sellers shall bear one half and Buyer shall bear one half of the applicable Seller consents costs and expenses of the Independent Appraiser. The Parties agree to report and act in accordance with such final allocation in the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, income tax returns (including Forms filing Form 8594 and 8023, if applicable, with their respective Tax Returns Federal income tax return for the taxable year that includes the Closing Date date of the Closing) and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy course of any information described above tax audit, tax review or tax litigation relating thereto, except as otherwise required to be furnished to any Taxing Authority by a determination, as defined in connection with Section 1313 of the transactions contemplated hereinCode.