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 (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 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 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 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 (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 (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 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) 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 (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 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 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 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 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 (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 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 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 (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 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 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 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 (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 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 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 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 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) 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 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 (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 (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 For U.S. federal (and where applicable, state and local) income tax purposes, the Parties agree to allocate the Purchase Price, the Assumed Liabilities, the applicable portion of any Earn-out Payments made to Seller hereunder, and any other amounts treated as consideration to Seller in respect of the Purchased Assets pursuant to this Agreement for U.S. federal income tax purposes (collectively, the “Tax Consideration”) among the Purchased Assets in accordance with Section 1060 of the Code and pursuant to the following procedures. No later than one-hundred eighty (180) days 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 provide Seller with a proposed allocation of the Purchase Price and other consideration paid in exchange for Tax Consideration as of the Closing among the Purchased AssetsAssets (the “Proposed Allocation”). Seller may object to the Proposed Allocation by delivering to Buyer, prepared within thirty (30) days of receipt by Seller of the Proposed Allocation, notice of objection to the Proposed Allocation (an “Allocation Objection Notice”), which shall specify in accordance with Section 1060reasonable detail the basis for such objection. If Seller fails to deliver an Allocation Objection Notice to the Buyer prior to the expiration of such thirty-day period, and if applicable, Section 338, the Proposed Allocation shall be the allocation of the Tax Code Consideration as of the Closing among the Purchased Assets for U.S. federal (and where applicable, state and local) income tax purposes, which shall be final and binding on all Parties (the “Allocation”). The applicable If Seller timely delivers an Allocation Objection Notice, Buyer and Seller shall have negotiate in good faith to resolve the disputed items. If Buyer and Seller are able to reach agreement on the disputed items within thirty (30) days after the delivery of Allocation Objection Notice has been received by the Allocation to review and consent to Buyer, the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Proposed Allocation, as modified to reflect such Seller agreement between the Buyer and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filingsthe Seller, 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 the Allocation. If the applicable Buyer and the Seller does not consent are unable to reach such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement agreement within such thirty (30) day perioddays after the Allocation Objection Notice has been received by the Buyer, all unresolved disputed items shall be promptly referred to a mutually agreed, nationally recognized accounting firm (the “Independent Arbiter”). The Independent Arbiter shall be directed to render a written report on the unresolved disputed items with respect to the allocation of the Tax Consideration as of the Closing as promptly as practicable, but in no event more than thirty (30) days after such submission to the Independent Arbiter, and thereafterto resolve only those unresolved disputed items set forth in the Allocation Objection Notice. For the avoidance of doubt, the applicable Independent Arbiter’s resolution of the disputed items shall be within the ranges proposed by the Buyer and the Seller that are in dispute. If unresolved disputed items are submitted to the Independent Arbiter, the Buyer and 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 each furnish to the applicable SellerIndependent Arbiter such work papers, schedules and such other documents and information relating to the unresolved disputed items as the Independent Arbiter may reasonably request. The resolution of the disputed items by the Independent Arbiter shall be final and binding on all Parties, and the PartiesProposed Allocation, as modified to reflect (x) any agreement as to any disputed items between the Buyer and the Seller and (y) the resolution of the remaining disputed items by the Independent Arbiter, shall be the Allocation. The All fees and expenses of such accounting firm the Independent Arbiter shall be borne equally allocated to the Buyer and the Seller in the same proportion that the aggregate amount of the items unsuccessfully disputed or defended, as the case may be, by Purchasereach of Buyer and Seller (as determined by the Independent Arbiter) bears to the total amount of the disputed items. The Allocation shall be adjusted, on as necessary, to reflect the one handportion of any Earn-out Payment made hereunder that is treated as an adjustment to the Tax Consideration in accordance with Section 6.1(e)(ii), which adjustments shall be initially determined by Buyer and be subject to the dispute resolution procedures described in the foregoing provisions of this Section 2.4. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law), each of the Parties (x) shall, and shall cause its Affiliates to, file all Tax Returns in a manner consistent with the applicable Seller, on the other hand. The applicable Seller Allocation and (y) shall provide Purchasernot take, and Purchaser shall provide cause its Affiliates not to take, any position inconsistent with the applicable SellerAllocation on any Tax Return, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinany Tax Proceeding or otherwise.

Allocation. Following The Purchase Price and the ClosingAssumed Liabilities shall be allocated among the Assets and any other rights acquired pursuant to this Agreement as shown on an allocation schedule (the “Allocation Schedule”) to be prepared by IBS in compliance with the rules of Section 1060 of the Code and the treasury regulations promulgated thereunder; provided, Purchaser that in no event shall the amount allocated to the Assets (including goodwill) sold by VISaer (UK) be in excess of the amount of Closing Date Compensation paid to VISaer (UK) at Closing as set forth in Section 4 of the Closing Statement attached as Schedule 5. If, after preparation of the Allocation Schedule, there is an increase or decrease in the allocable consideration required to be in compliance with the rules of Section 1060 of the Code and the treasury regulations promulgated thereunder, then the adjusted allocation consideration shall be allocated as shown on a revised allocation schedule reasonably acceptable to Sellers (the “Revised Allocation Schedule”) to be prepared by IBS in compliance with the rules of Section 1060 of the Code and the treasury regulations promulgated thereunder. The Parties agree to be bound by the allocation set forth in the Allocation Schedule (or the Revised Allocation Schedule if there has been an adjustment to the aggregate consideration). IBS shall prepare and deliver the Allocation Schedule 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 within ninety (the “Allocation”). The applicable Seller shall have thirty (3090) days after the delivery of Closing Date. For Tax purposes, each Party shall report the transactions contemplated in this Agreement in a manner consistent with the Allocation to review and consent Schedule (or the Revised Allocation Schedule if there has been an adjustment 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 filingsaggregate consideration), including the preparation and filing of all applicable forms IRS Form 8594 in accordance with applicable Lawthe Allocation Schedule, including Forms and the filing of an amended IRS Form 8594 and 8023, if applicable, with their respective Tax Returns for in the taxable year that includes the Closing Date and event a Revised Allocation Schedule is prepared. No Party shall take no any position inconsistent therewith in any Tax Return that is inconsistent Return, in any refund claim, or in any litigation with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency Tax authority 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 hereinotherwise.

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 The Deferred Payments plus Assumed Liabilities, in each case, to the Closingextent properly taken into account under the Code and the regulations promulgated thereunder, Purchaser shall prepare be allocated among the Acquired Assets and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by non-competition undertakings contained in 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, 1060 of the Tax Code and the Treasury regulations promulgated thereunder (and any similar provision of Israeli or other state, local or foreign Law, as appropriate) as set forth on Exhibit G hereto (as may be revised in accordance with the “following sentence, the "Allocation”"), which shall be jointly prepared by Purchaser and the Seller Parties before Closing. The applicable Purchaser and the Seller shall have thirty (30) days after the delivery of Parties agree to revise the Allocation to review reflect any Deferred Payments or Assumed Liabilities, in either case to the extent not previously taken into account for purposes of the Allocation. Purchaser and consent the Seller Parties agree to (i) be bound by the Allocation, (ii) act in accordance with 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 of all financial statements and the filing of all applicable forms in accordance with applicable Law, Tax Returns (including Forms filing Form 8594 and 8023, if applicable, with their respective United States federal income Tax Returns 24 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Return 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 (iii) take no position and cause their Affiliates to take no position inconsistent with the Allocation in any filings, declarations or reports with any U.S. or foreign Tax Return that is inconsistent with such Allocation; providedauthority, howeverincluding for income Tax purposes, that nothing contained herein shall prevent United States federal and state income Tax and non-U.S. income Tax, unless otherwise required pursuant to a "determination" within the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out meaning of such Allocation, and neither Section 1313(a) of the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such AllocationCode. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such Not later than thirty (30) day perioddays prior to the filing of their respective Forms 8594 relating to this transaction if such filing is required by Law, 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 each of Purchaser and reasonably acceptable Seller Parties shall deliver 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 hereinits Form 8594.

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 Within 20 days after the ClosingClosing Date, Purchaser Buyer shall prepare and deliver provide 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 (the Purchase Price and other consideration paid in exchange “Allocation Schedule”) allocating the purchase price (as reasonably determined by Buyer) for the Purchased Transferred Assets among the Transferred Assets, . The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code Code. If Seller does not provide notice of disagreement to Buyer within 15 days of receiving the Allocation Schedule, the Allocation Schedule shall be binding as the final Allocation Schedule (the “AllocationFinal Allocation Schedule”). If Seller provides notice of disagreement to Buyer within such 30-day period, Seller and Buyer shall discuss in good faith Seller’s disagreement and, if Seller and Buyer resolve such disagreement within 15 days (or longer prior as agreed between the parties) of Seller receiving the Allocation Schedule, the Allocation Schedule shall be revised to reflect such resolution and as so revised shall be the Final Allocation Schedule. The Parties agree (and agree to cause each of their respective Affiliates) to utilize the allocation set forth in the Final Allocation Schedule for all tax purposes, including the filing of all tax returns and in the course of all tax-related proceedings, unless otherwise required by applicable Law pursuant to a final determination in connection therewith. If Seller and Buyer are unable to resolve such disagreements within such 15 days (or longer period as agreed between the parties), then the parties shall submit any remaining disagreed items to an internationally recognized, independent accounting or valuation firm reasonably acceptable to both parties (the “Allocation Firm”). The applicable Seller Allocation Firm shall have thirty (30) be requested to render a determination with respect to such remaining disagreed items within 15 days after referral of the delivery matter to such Allocation Firm, which determination shall be in writing and set forth, in reasonable detail, the basis therefor. The Allocation Schedule, as modified by the determination of the Allocation to review and consent Firm, shall be the Final Allocation Schedule. Any fees payable 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 Firm shall be borne equally by Purchaser, on Buyer and Seller. ____________________ [*]The following portion has been omitted pursuant to a Confidential Treatment Request under Rule 24b-2 of the one hand, Securities Exchange Act of 1934 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 has been filed separately with the transactions contemplated hereinSecurities and Exchange Commission.

Allocation. Following As soon as practicable following the Closingdetermination of the Adjusted Purchase Price (as defined in Section 1.4(i)), Purchaser Seller shall prepare and deliver to Sellers Buyer an allocation schedule (the “Allocation Schedule”) allocating the Adjusted Purchase Price and the Assumed Liabilities among the Acquired Assets (in the aggregate), the assets of IP LLC and the aggregate consideration among Sellers andcovenant contained in Section 7.2, for such Allocation Schedule to be prepared in a manner consistent with Schedule 1.2(b) but taking into account any transactions contemplated by this Agreement adjustments in determining the Adjusted Purchase Price and the amount and source of any Assumed Liabilities. In the event that do not constitute an Agreed G Transaction pursuant any subsequent adjustment to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price occurs as a result of (i) any indemnity payments made pursuant to this Agreement, (ii) any adjustment to the amount of Assumed Liabilities or (iii) any other reason, Seller shall adjust the allocations under this Section 1.2(b) in such manner as it shall consider appropriate in its reasonable discretion. The 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 If Buyer does not respond to Seller shall have thirty (30) within 20 days after the following delivery of the Allocation Schedule (or adjustment thereto), Buyer shall be deemed to review and consent have consented to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedallocation set forth on such schedule. If the applicable Buyer timely provides written notice to Seller consents to the Allocationof Buyer’s disagreement with such schedule, 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 negotiate in good faith and shall use their reasonable efforts to promptly resolve any such disagreementagree upon the allocation. If the Parties are unable to resolve the dispute within 20 days, then Seller and Buyer shall submit any disputed items that 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 through negotiations for final and binding on resolution to an independent, nationally recognized public accounting firm to resolve the Partiesdisputed matters (such selected firm being the “Arbitrator”) for final review and binding resolution. The fees and expenses of Arbitrator will determine procedures for such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other handarbitration. The applicable Seller shall provide Purchaser, Parties recognize that the Adjusted Purchase Price and Purchaser shall provide Assumed Liabilities do not include Buyer’s acquisition expenses and that Buyer will allocate such expenses appropriately. The Parties agree to act in accordance with the applicable Seller, with a copy of computations and allocations contained in the Allocation Schedule in any information described above relevant Tax Returns (as defined in Section 2.8) or filings (including any 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 Within 75 days after the Closing, Purchaser Celularity shall prepare and deliver to Sellers an TNK a copy of its proposed determination for 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 value of the Purchase Price Celularity Shares (and other items which for U.S. federal tax purposes constitutes consideration paid in exchange for the Purchased AssetsContribution) among the Contribution set forth in this Agreement, prepared which allocation shall be made in accordance a manner consistent with Section 1060, and if applicable, Section 338, 1060 of the Code and the regulations thereunder. If TNK does not object by written notice within sixty (60) days of receipt of the proposed allocation, then such allocation shall be final, binding and conclusive for Tax Code purposes. If TNK disagrees with the proposed allocation, TNK shall, within sixty (60) days of receipt of the “Allocation”). The applicable Seller proposed allocation, provide written notice to Celularity of such disagreement and Celularity and TNK shall have negotiate in good faith to resolve such disagreement for up to an additional 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 delayeddays. If the applicable Seller consents allocation is not mutually agreed upon within such period, the Parties shall submit such disagreement to a mutually agreed upon independent recognized valuation firm or independent recognized accounting firm of nationally recognized standing that is not then, and has not been in the Allocationprevious one year period, such Seller and Purchaser serving as an independent auditor for either Celularity or TNK mutually selected by the Parties (the “Accounting Firm”) for a decision that shall use such Allocation to prepare and file be rendered in a timely manner all appropriate Tax filings, including in order to permit the preparation and timely 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 AllocationReturns. 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 Accounting Firm’s decision shall be final and binding on the all Parties. The fees and expenses of such accounting firm the Accounting Firm shall be borne equally by PurchaserTNK and Celularity. To the extent the consideration payable pursuant to this Agreement is adjusted in accordance with the terms hereof, on Celularity and TNK shall reflect such changes in the one handallocation. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, 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 Seller, on the other hand. The applicable Seller shall provide Purchaserregulations thereunder, and Purchaser shall provide the applicable Sellerany similar or corresponding provision of state or local Tax law, in a manner that is consistent with a copy of such allocation and to refrain from taking any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinposition inconsistent therewith.

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 LeComp 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 with Section 1060, tangible and if applicable, Section 338, intangible assets of LeComp and the Tax Code Noncompete Agreement is attached hereto as Exhibit C (the “Purchase Price Allocation”). The applicable Seller Purchase Price Allocation shall have thirty (30) days after be binding on Parent and LeComp. 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 writingLeComp for LeComp’s approval, which consent shall not be unreasonably withheld, conditioned or delayed. If Parent and LeComp 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 Cotsen from settling any proposed deficiency or adjustment by any governmental authority with respect to any LeComp 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 Cotsen 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 hereinLeComp Tax Return challenging such Purchase Price Allocation.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of allocate 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 such other consideration paid in exchange for amounts properly taken into account under Section 1060 of the Purchased Assets, prepared Code in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code (the “Allocation”)) within ninety (90) days following the determination of the Final Purchase Price pursuant to the provisions of Section 1.6 and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. The applicable Seller shall have the right to review and raise any objections in writing to the Allocation during the thirty (30) day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller are unable to agree on the Allocation within thirty (30) days after the delivery commencement of such good faith negotiations (or such longer period as the Allocation parties may mutually agree in writing), then the Accounting Firm shall be engaged at that time 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, and shall make a determination as to the resolution of such Seller Allocation. The determination of the Accounting Firm regarding the Allocation shall be delivered as soon as practicable following engagement of the Accounting Firm, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Purchaser and Seller, and Purchaser shall use such revise the 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 Allocationaccordingly. 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, Purchaser on the other hand, shall each pay one-half of the cost of the Accounting Firm. The applicable Purchaser and Seller shall provide Purchaseragree to act in accordance with the Allocation as determined pursuant to this Section 5.1 in any relevant Tax Returns or filings, and Purchaser shall provide the applicable Seller, with a copy of including any information described above forms or reports required to be furnished filed pursuant to Section 1060 of the Code, the Treasury Regulations promulgated thereunder or any Taxing Authority provisions of local, state and foreign law, and to cooperate in connection with the transactions contemplated hereinpreparation of any such forms and to file such forms in the manner required by applicable law.

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 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 Except in the Closingcase of a Special Mandatory Purchase, Purchaser shall prepare if this Note is to be subject to a partial redemption, and deliver to Sellers an allocation as long as the Depositary's nominee holds the certificate representing this Note, the Depositary, after receiving notice of redemption specifying the aggregate consideration among Sellers andprincipal amount of Notes that include 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 of such Notes 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 such Notes are to be redeemed. Each such DTC Participant, upon receipt of such notice, will in turn determine the principal amount of Notes to be redeemed from the accounts of the beneficial owners of such Remarketed Notes for which it serves as DTC Participant, and if applicablegive notice of such determination to the Remarketing Agent. Unless otherwise specified in Annex A, Section 338with respect to redemption on any date other than an Interest Rate Adjustment Date, notice of redemption shall be given to the registered owner of this Note as provided in or pursuant to the terms of the Tax Code (Indenture. As provided in the “Allocation”)Indenture, notice of redemption as aforesaid may state that such redemption shall be conditioned upon the receipt by the Trustee of the redemption monies on or before the date fixed for such redemption; a notice of redemption so conditioned shall be of no force or effect if such money is not so received. 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 Company shall not be unreasonably withheldrequired to (a) issue, conditioned register the transfer of or delayedexchange Notes of this series during a period beginning at the opening of business fifteen (15) days before any selection of Notes of this series to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption or (b) register the transfer of or exchange any Notes selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part. In the event of redemption of this Note in part only, a new Note or Notes of this series, of like tenor, for the unredeemed portion hereof will be issued in the name of the registered owner hereof upon the cancellation hereof. OPTIONAL REPAYMENT WHILE IN THE INITIAL INTEREST RATE PERIOD OR IN THE LONG TERM RATE MODE. During the Initial Interest Rate Period, this Note will be subject to repayment at the option of the Holder hereof only to the extent provided and upon the terms set forth in Annex A. Thereafter, so long as this Note bears interest in the Long Term Rate Mode, this Note is subject repayment at the option of the Holder hereof at the times and upon the terms specified at the time of conversion to such Long Term Rate Mode and set forth in Annex A. Notwithstanding the foregoing, for this Note to be repaid at the option of the Holder hereof during any Interest Rate Period, a duly completed election form must be received by the Trustee and delivered to the Company not later than fifteen (15) Business Days prior to the next succeeding Interest Rate Adjustment Date for this Note. The Holder will also provide the Trustee with any additional information as it might reasonably request. If the applicable Seller consents duly completed election form is not so received and delivered by such date, this Note will not be repaid by the Company at the option of the Holder thereof but will be subject to the Allocation, remarketing on 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 hereinnext succeeding Interest Rate Adjustment Date.

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 is 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 uncovered 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 uncovered loss. If the Insured and the Company agree upon 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 what allocation should be made 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 6.16, 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 binding arbitration in accordance with Section 1060XII of this Policy. Any negotiated, and if applicablearbitrated 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, 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 notwithstanding any prior advancement to the Allocation in writing, which consent contrary. Any allocation or advancement of Defence Costs on account of a Claim shall not be unreasonably withheld, conditioned apply to or delayed. If the applicable Seller consents create any presumption with respect 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 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 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 other Loss on account of such AllocationClaim. As a condition of any payment of Defence Costs the Company may, at its sole option, require a written undertaking on terms 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 conditions satisfactory to the applicable Seller, and such resolution shall be final and binding on Company guaranteeing 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 repayment of any information described above required 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 (a) As promptly as practical, but in no event later than ninety (90) days after the ClosingClosing Date, 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 statement (the “Allocation Statement”) reflecting the allocation of the Purchase Price Price, as adjusted, to reflect assumed liabilities and other consideration amounts deemed paid in exchange by Buyer for the Purchased Assetsfederal income Tax purposes, prepared all in accordance with the Treasury Regulations promulgated under Section 1060, and if applicable, Section 338, 338(h)(10) of the Tax Code (the “Allocation”). The applicable Seller shall have . (b) Within thirty (30) days after following the delivery receipt by Seller of the Allocation to Statement, Seller shall review and consent the Allocation Statement. If Seller does not object to the Allocation Statement (by written notice to Buyer specifying the reasons therefor in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If reasonable detail) 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 expiration 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, it shall be deemed agreed upon by the Parties and thereaftershall be deemed conclusive for purposes of the Allocation. (c) The Parties shall attempt to resolve any dispute with respect to the Allocation Statement within fifteen (15) days after Buyer receives notice of such dispute from Seller. If during such fifteen (15) day period, or such longer period as may be mutually agreed by the Parties, any dispute cannot be resolved, each of Buyer and Seller may allocate the Purchase Price and report the sale as each of Buyer and Seller determine in their sole discretion. If Buyer and Seller do agree upon an Allocation Statement (or Seller does not timely propose any changes thereto), neither Buyer nor Seller nor any of their Affiliates shall file any Tax Return or take a position with any Tax Authority that is inconsistent therewith unless otherwise required by Law. If any Tax Authority disputes any portion of an Allocation Statement, the applicable Seller Party receiving notice shall attempt in good faith notify the other Party concerning the dispute and its resolution. (d) In the event that there is any adjustment to promptly resolve the Purchase Price subsequent to the determination of the Allocation, then within fifteen (15) days following any such disagreement. If adjustment, the Parties shall make any resulting adjustments to the Allocation in a manner that is consistent with the events that gave rise to the adjustment of the Purchase Price or, if they cannot resolve a disagreement under this agree within fifteen (15) days, in accordance with 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 herein2.2(c).

Allocation. Following Not later than sixty (60) days following the Closing, Purchaser Buyer shall prepare and deliver to Sellers an ‎Seller a statement of allocation of which shall provide for 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 ‎‎(inclusive of the Assumed Liabilities, treated as consideration paid in exchange for to Seller pursuant to Section 1060 of the Purchased AssetsInternal Revenue Code of 1986, prepared as amended (the “Code”)) ‎among the Acquired Assets (the “Allocation Schedule”). Such Allocation Schedule shall be ‎prepared in accordance with the provisions of ‎Code Section 1060, 1060 and if applicable, Section 338, the Treasury Regulations promulgated thereunder and applying the methodology set forth on Schedule 1.2(b) to determine the agreed fair market value of the Tax Code Acquired Assets as contemplated in Treasury Regulation Section 1.1060‑1(c)(4)‎‎, (the “AllocationAllocation Methodology”). The applicable Seller shall have ‎Within thirty (30) 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 Schedule, Seller will propose to prepare Buyer ‎in writing any reasonable changes to such Allocation Schedule together with reasonable support for such changes (and file in a timely manner all appropriate Tax filingsthe event that no such changes are proposed in ‎writing to Buyer 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 Allocationwill be deemed to have agreed to, and neither the applicable Seller nor Purchaser shall be required to litigate before any courtaccepted, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation‎the Allocation Schedule). 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 ▇▇▇▇▇▇ will attempt in good faith to promptly resolve any such disagreementdifferences ‎with respect to the ‎Allocation Schedule, in accordance with the Allocation Methodology, within ‎‎fifteen (15) days after ▇▇▇▇▇’s receipt of a timely written notice of objection from Seller. If the Parties cannot ‎Buyer ‎and Seller are unable to resolve a disagreement under this Section 3.3such differences within such time period, such disagreement shall then any ‎remaining ‎disputed matters will be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable submitted to the applicable SellerIndependent Accountant for resolution, in ‎accordance ‎with the Allocation Methodology. Promptly, but not later than fifteen (15) days ‎‎after such matters are submitted to it for resolution hereunder, the Independent Accountant will ‎‎determine those matters in dispute and will render a written report as to the disputed matters and ‎‎the resulting allocation of such resolution shall Purchase Price, which report shall, absent manifest error, be final ‎‎conclusive and binding on the Partiesupon Buyer and Seller. The fees and expenses of the Independent ‎‎Accountant in respect of such accounting firm report shall be borne equally paid one-half by Purchaser, ▇▇▇▇▇ and one-half by Seller. ‎Buyer and Seller shall each file or cause to be filed IRS Form 8594 for its taxable year that ‎includes the Closing Date in a manner consistent with the allocation set forth on the one handAllocation ‎Schedule as so finalized, and (except as set forth below relating to a revised Allocation Schedule) ‎shall not take any position on any Tax Return or in 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, review, or ‎litigation inconsistent with the allocation provided in the Allocation Schedule. In the event that ‎any adjustment is required to be furnished made to the Allocation Schedule as a result of any Taxing Authority in connection adjustment to ‎the Purchase Price pursuant to Article IV of this Agreement or otherwise, Buyer shall prepare or ‎cause to be prepared, and shall provide to Seller, a revised Allocation Schedule reflecting such ‎adjustment. Such revised Allocation Schedule shall be prepared consistent with the transactions contemplated herein.Allocation ‎Methodology and subject to review and resolution of timely raised disputes in the same manner ‎as the initial Allocation Schedule. Each of Buyer and Seller shall file or cause to be filed a ‎revised IRS Form 8594 reflecting such adjustments as so finalized for its Taxable year that ‎includes the event or events giving rise to such adjustment, and (except as required by any future ‎revised Allocation Schedule) shall not take any position on any Tax Return or in the course of ‎any Tax audit, review, or litigation inconsistent with the allocation provided in the revised ‎Allocation Schedule.‎

Allocation. Following The Company is intended to be a disregarded entity for federal tax purposes and, in states that conform to the Closingfederal treatment, state Income Tax purposes. Accordingly, the Parties shall treat the sale of the Units hereunder as a sale of the Acquired Assets by the Seller to Purchaser for all such tax purposes (including treatment as a sale of the assets of the Company's Subsidiaries that are disregarded for tax purposes). Seller shall prepare and deliver to Sellers an allocation of Purchaser, within twenty (20) days after the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction Purchase Price Adjustment is made pursuant to Section 6.162.5, Purchaser shall also prepare and deliver an allocation (hereinafter referred to as the applicable Seller a proposed allocation "Allocation") of the Final Purchase Price (and all other consideration paid in exchange for capitalized costs) among the Purchased Assets, prepared Acquired Assets in accordance with Code Section 10601060 and Treasury Regulations 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 Seller shall have thirty deliver such allocation (30hereinafter referred to as the "Allocation") to Purchaser within forty-five (45) days after the Closing Date. Purchaser shall review the Allocation and negotiate in good faith with Seller to reach a mutually agreed upon allocation (the "Final Allocation"). Seller and Purchaser and its Affiliates shall report, act, and file Income Tax Returns (including, but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation. Purchaser shall timely and properly prepare, execute, file, and deliver all such documents, forms, and other information as Seller may reasonably request in preparing the Allocation. Neither Seller nor Purchaser shall take any position for Income Tax purposes (whether in audits, Tax Returns, or otherwise) that is inconsistent with the Final Allocation unless required to do so by applicable law. In the event that any Tax authority disputes the Final Allocation, Seller or Purchaser, as the case may be, shall promptly notify the other party of the nature of such dispute. In the event Seller and Purchaser are unable to agree on a Final Allocation prior to the thirtieth (30th) day following the delivery of the Allocation to review Purchaser, they shall mutually select and consent retain a nationally recognized valuation firm (the "Valuation Firm"), which may but need not be an accounting firm, to resolve as promptly as feasible all disputed items and shall submit to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned Valuation Firm such information as it may request or delayedthey may believe appropriate. 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 such disagreementreach agreement on the Valuation Firm. If The Valuation Firm's determination of 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 Final Allocation shall be final and binding on upon the Parties. The Purchaser and Seller shall each pay one half of the fees and expenses disbursements 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 hereinValuation Firm.

Allocation. Following As soon as reasonably practicable following the Closing, Purchaser 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 statement setting forth Buyer’s proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Tax purposes pursuant to Section 1060, and if applicable, Section 338, 1060 of the Code and any other applicable Tax Code Laws (as the same may be revised pursuant to the following sentence, the “AllocationAllocation Statement”). The applicable Seller shall have thirty (30) If, within 20 days after the delivery receipt of the proposed Allocation to review and consent to the Allocation in writingStatement, 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 notifies Buyer in writing of such disagreement within such thirty (30) day periodthat Seller disagrees with the proposed Allocation Statement, then Buyer and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any their disagreement within the 20 days following Seller’s notification to Buyer of such disagreement. If Seller does not so notify Buyer within 20 days of receipt of the Parties cannot proposed Allocation Statement, or upon resolution of the dispute by Buyer and Seller, the proposed Allocation Statement (or such other Allocation agreed upon in writing by Buyer and Seller in resolving such dispute) shall become the final Allocation Statement. If Buyer and Seller are unable to resolve a their disagreement under this Section 3.3within the 20 days following any such notification by Seller, such disagreement the dispute shall be resolved by an submitted to a nationally recognized independent accounting valuation firm chosen jointly by Purchaser Buyer and reasonably acceptable to the applicable Seller, for resolution within 20 days of such submission. Buyer and such resolution Seller shall be final and binding on each cooperate fully with the Partiesother party to facilitate a prompt determination of the allocation. The fees fees, costs and expenses of such accounting the valuation firm retained to resolve any dispute with respect to the Allocation, if applicable, shall be borne equally by PurchaserSeller, on the one hand, and the applicable SellerBuyer, on the other handother. The applicable Except as otherwise required by Law, Buyer and Seller shall, and Seller shall provide Purchasercause each other member of the Seller Group to, file all Tax Returns (such as IRS Form 8594 or any other forms or reports required to be filed pursuant to Section 1060 of the Code or any comparable provisions of Law (“Section 1060 Forms”)) in a manner that is consistent with the Allocation Statement and refrain from taking any action inconsistent therewith. Buyer and Seller shall, and Purchaser Seller shall provide cause each other member of the Seller Group to, cooperate in the preparation of Section 1060 Forms and file such Section 1060 Forms timely and in the manner required by applicable SellerLaw. Not later than 30 days prior to the filing of their respective Forms 8594 relating to the transactions contemplated by this Agreement, with Buyer and Seller each shall deliver to the other party a copy of its Form 8594. Buyer and Seller agree to treat any information described above required payments made pursuant to be furnished the indemnification provisions of this Agreement as an adjustment to any Taxing Authority in connection with the transactions contemplated hereinPurchase Price for Tax purposes.

Allocation. Following the Closing, Purchaser Parent shall prepare and deliver to Sellers an allocation of the aggregate consideration Final Merger Consideration payable to each Holder 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 Company (other than the equity interests of Indigo Minerals) and other consideration paid in exchange for the Purchased Assets, prepared assets of Indigo Minerals in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury Regulations promulgated thereunder and any Allocated Value attributable to such assets and any Allocated Value attributable to such assets (the “Allocation”). Parent shall deliver such Allocation to the Unitholder Representative as soon as practicable, but no more than ninety (90) days, following the Closing. The applicable Seller Unitholder Representative shall have provide to Parent comments within thirty (30) days after receipt by the delivery Unitholder Representative of the Allocation. Unless Parent notifies the Unitholder Representative in writing within thirty (30) days of receipt of Unitholder Representative’s comments on the Allocation of any objections to the Unitholder Representative’s comments and the basis thereof, the Allocation, as revised to incorporate all comments provided by the Unitholder Representative, shall be final, conclusive and binding on the Parties (including, for the avoidance of doubt, following the Closing, the Unitholder Representative on behalf of the Holders). If a written notice of objection is timely delivered by Parent to the Unitholder Representative, the Unitholder Representative and Parent shall negotiate in good faith for a period of twenty (20) days to resolve such dispute (the “Allocation Dispute Resolution Period”). If, during the Allocation Dispute Resolution Period, Parent and the Unitholder Representative resolve their differences in writing with respect to any disputed amount, such resolution shall be deemed final, conclusive and binding with respect to such amount for the purpose of determining that component of the Allocation. In the event that Parent and the Unitholder Representative do not resolve all of the items disputed in the Allocation prior to the end of the Allocation Dispute Resolution Period, all such unresolved items shall be determined by the Independent Accounting Firm. The Independent Accounting Firm shall provide its written determination of such unresolved items within fifteen (15) Business Days to review Parent and consent the Unitholder Representative, which determination shall be final, conclusive and binding upon the Parties (including, for the avoidance of doubt, following the Closing, the Unitholder Representative on behalf of the Holders). The fees and expenses of the Independent Accounting Firm pursuant to this Section 11.2 shall be borne fifty percent (50%) by Parent and fifty percent (50%) by the Unitholder Representative. If the aggregate Final Merger Consideration payable to Holders is adjusted pursuant to this Agreement, the Allocation shall be adjusted in a manner consistent with the procedures set forth above. Holders and Parent agree to (i) be bound by the Allocation, (ii) act in accordance with the Allocation in writingthe preparation of all financial statements and the filing of all Tax Returns and in the course of any Tax examination, audit, litigation or similar proceeding related thereto and (iii) take no position and cause their Affiliates to take no position inconsistent with the Allocation for any Tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code or with the other Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned delayed 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 hereinconditioned).

Allocation. Following Buyer and Sellers hereby agree that the Closing, Purchaser Purchase Price (together with all amounts treated as consideration for U.S. federal income tax purposes) shall prepare and deliver be allocated among the assets acquired pursuant 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, 1060 of the Tax Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) and in accordance with the methodology set forth on Exhibit C hereto (the “Allocation”). The applicable Allocation shall be delivered by Buyer to Seller shall have thirty (30) Representative within 150 days after the delivery of the Allocation to review and consent to the Allocation in writingClosing Date for Seller Representative’s approval, which consent approval shall not be unreasonably withheld, conditioned or delayed. Buyer and the Seller Representative shall work in good faith to resolve any disputes relating to the Allocation. If Buyer and the applicable Seller consents Representative are unable to resolve any such dispute within 30 days of Seller Representative’s receipt of the Allocation, such Seller dispute shall be resolved promptly by the Independent Auditor, the costs of which shall be borne equally by Buyer, on the one hand, and Purchaser Sellers, on the other hand. To the extent required by any applicable Legal Requirement, the Allocation shall use such Allocation be revised to reflect any adjustment of the total consideration payable by Buyer pursuant to this Agreement. Buyer and Sellers shall prepare and file all Tax Returns and other statements in a timely manner all appropriate Tax filings, including consistent with the preparation Allocation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective shall not make any inconsistent statement or adjustment on any Tax Returns for or otherwise during the taxable year that includes the Closing Date and shall take no position in any course of an audit, investigation or other dispute with a Tax Return that is inconsistent with such Allocationauthority; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser Buyer or Sellers from settling any proposed deficiency or adjustment by any Governmental Authority Tax authority based upon or arising out of such the Allocation, and neither the applicable Seller Buyer nor Purchaser Sellers shall be required to litigate before any court, court any proposed deficiency or adjustment by any Taxing Authority Tax 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 the Closing, Purchaser (i) Buyer shall prepare and deliver propose 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 the Purchase Price and other consideration paid in exchange ********************** plus the Assumed Liabilities among the Acquired Assets for tax purposes (the Purchased Assets, prepared “Consideration”) in accordance with the methodology required by Section 1060, and if applicable, Section 338, 1060 of the Tax Code within forty-five (45) Business Days after the Closing Date (the “Preliminary Allocation”). The applicable Within ten (10) Business Days following the receipt of the Preliminary Allocation, Seller shall have thirty the right to provide Buyer with a written notice objecting to the Preliminary Allocation. Within five (305) days after Business Days following receipt of Seller’s objections, if any, to the delivery Preliminary Allocation (the “Allocation Resolution Period”), Buyer and Seller shall negotiate in good faith to resolve any differences regarding the Preliminary Allocation, and Buyer shall make such changes as are reasonably requested by Seller (as so resolved, the “Final Allocation”). If Seller does not object to the Preliminary Allocation within ten (10) Business Days a set forth above, the Preliminary Allocation shall be deemed to be the Final Allocation for purposes of this Agreement. (ii) If Buyer and Seller are unable to resolve any differences with regard to the Preliminary Allocation within the Allocation Resolution Period, then Buyer and Seller shall jointly engage an internationally recognized accounting firm (the “Accountant”). The Accountant shall resolve any such differences based upon its appraisal of the Allocation fair value of the Acquired Assets among which the Consideration is to review be allocated. Buyer and consent Seller shall 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 the Accountant prepare and deliver to Buyer and Seller such allocation as promptly as practicable. Buyer and Seller shall each pay 50% of the fees and expenses of the Accountant for its services under this Section 2.2(b)(ii). The resolution by the Accountant of the matters set forth in this Section 2.2(b)(ii) shall be conclusive and binding upon Buyer and Seller. Buyer and Seller agree that the procedure set forth in this Section 2.2(b)(ii) for resolving disputes with respect to the Preliminary Allocation in writingshall be the sole and exclusive method for resolving any such disputes; provided, which consent however, that this provision shall not prohibit either Party from instituting litigation to enforce any ruling of the Accountant. The Accountant’s determination shall be unreasonably withhelddeemed to be the Final Allocation for purposes of this Agreement. (iii) Buyer and Seller shall (x) be bound by the Final Allocation for all Taxes purposes, conditioned (y) timely file IRS Form 8594 and all Tax Returns required to be filed in connection with the Final Allocation (and any other forms or delayed. If reports required to be filed pursuant to Section 1060 of the applicable Seller consents to Code or any comparable provisions of U.S. local or state, or foreign law (the Allocation“Section 1060 Forms”)), 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 Lawthe Final Allocation, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall (z) take no position inconsistent with the Final Allocation in any Section 1060 Form or Tax Return Return, any audit or examination by, or any proceeding before, any Governmental Authority or otherwise, unless otherwise required by the final determination of a Governmental Authority. Buyer and Seller shall make proper adjustments to the Final Allocation at the time Buyer makes any of the payments contemplated by this Section 2.2(a)(iii). (iv) In the event that the Final Allocation is inconsistent disputed by any Governmental Authority, the Party receiving notice of such dispute shall promptly notify and consult with the other Party and keep such other Party apprised of material developments concerning resolution of such dispute. The Party receiving notice of such dispute shall control any examination, investigation, audit or other proceeding resulting from such dispute by any taxing authority regarding the Final 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 Party shall provide Purchaserhave the nonexclusive right to participate in such examination, investigation, audit or other proceeding at its sole cost 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 hereinexpense.

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). 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, 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 Cases, the Bankruptcy Court shall not be required to apply the Final Allocation, and neither the applicable Seller Debtor Entities, 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 Consistent with the ClosingIntended Tax Treatment, the parties hereto agree that the Purchase Price, as adjusted pursuant to this Agreement, plus any other items that are required for federal income Tax purposes to be treated as consideration for the purchase of the Company’s assets (the “Total Allocable Price”), shall be allocated (the “Allocation”) among the assets of the Company in a manner consistent with the principles of Section 1060 of the Code (and any similar provision of state or local law, as appropriate) based upon the relative fair market values thereof in accordance with the methodology set forth on Schedule 6.7. Within sixty (60) days following the Closing Date, the Purchaser shall prepare and deliver to the Sellers an allocation of prompt review and comment, 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 draft Allocation (the “Draft Allocation”)) and all supporting schedules for such Draft Allocation. The applicable Seller Sellers shall have thirty (30) days after the delivery receipt of the Draft Allocation to review and consent propose in good faith any changes 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 Purchaser’s Draft Allocation. If the applicable Seller does Sellers do not consent object to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement Draft Allocation within such thirty (30) day period, and thereaftersuch Draft Allocation shall become final. If the Sellers object to any portion of the Draft Allocation in writing within thirty (30) days after receipt of the Draft Allocation, the applicable Seller Purchaser and the Sellers shall attempt act in good faith to promptly resolve any such disagreementdispute in the thirty (30) days following the Purchaser’s receipt of the Sellers written 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 the Sellers do not reach agreement within such thirty (30) day period with respect to all items objected to by the Sellers with respect to the applicable SellerDraft Allocation, the Purchaser and such resolution shall be final and binding on the PartiesSellers will jointly select a certified public accountant of regional reputation (the “Accountant”) to determine any items upon which agreement has not been so reached. The Accountant shall determine all items upon which agreement has not been so reached with respect to the Draft Allocation within thirty (30) days after the submission of such items to the Accountant. The Purchaser and the Sellers shall each bear fifty percent (50%) of the fees and expenses of such accounting firm the Accountant. The Purchaser and the Sellers shall each bear one hundred percent (100%) of their own related expenses other than expenses related to the Accountant. The Parties will file timely any forms and statements required under federal, state and local income Tax Laws consistent with the Draft Allocation as agreed to or as finally determined by the Accountant, as the case may be borne equally (the “Final Allocation Schedule”). The Final Allocation Schedule will be revised to take into account any subsequent adjustments to the Purchase Price and any changes to the assumed liabilities or other consideration required to be taken into account under applicable Law, in the manner provided by Sections 751(a) and 1060 of the Code and the Treasury Regulations thereunder. The Purchaser, on the one hand, and the applicable SellerSellers, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide each agree to promptly notify the applicable Seller, with a copy other 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) 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 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.of

Allocation. Following The parties agree that the ClosingPurchase Price, Purchaser shall prepare as adjusted hereunder, and deliver to Sellers an allocation all other amounts constituting consideration within the meaning of Section 1060 of the aggregate consideration Code (the "Consideration"), 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 of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared 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 determination of the Allocation Working Capital Adjustment, the Purchaser shall cause to be prepared and delivered to the Seller a schedule allocating the Consideration to the Assets (the "Purchase Price Allocation"). The Seller shall have the right to review the Purchase Price Allocation and consent any work sheets and other papers prepared in connection with the Purchase Price Allocation. The Seller will be deemed to have accepted such Purchase Price Allocation unless it provides written notice of disagreement to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedPurchaser within 15 days after the receipt of the Purchaser's Purchase Price Allocation. If the applicable Seller consents timely provides such notice, the Purchaser and the Seller shall use commercially reasonable efforts to resolve any dispute between them concerning the Purchase Price Allocation, such . If Seller and Purchaser are able to resolve such dispute (or if Seller has accepted or has been deemed to accept the Purchase Price Allocation), the Purchaser and the Seller 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 Purchaser nor the Seller nor Purchaser shall be required to litigate (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 party receiving notice of the dispute will promptly notify the other party hereto concerning such dispute. In the event there is any Purchase Price adjustment hereunder, the Purchaser and the Seller shall notify Purchaser in writing agree to adjust such Purchase Price Allocation to reflect such Purchase Price adjustment and to file consistently any Tax Returns required as a result of such disagreement within such thirty (30) day periodPurchase Price adjustment. 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 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 No later than thirty (30) days after the delivery Closing, Buyer shall prepare and deliver to the Company a proposed allocation of the Allocation to review Purchase Price, Assumed Liabilities, and consent to all other relevant items for purposes of Section 1060 of the Allocation Code and the Treasury Regulations promulgated thereunder. For purposes of the allocation, the non-compete covenant in writing, which consent Section 6.10(a) shall not be unreasonably withheld, conditioned valued separately from goodwill or delayedother intangibles. The Company shall have fifteen (15) days from the date such allocation is provided by Buyer to provide comments to Buyer on such allocation. If the applicable Seller consents Company does not respond by the end of such fifteen (15) day period or if the Company confirms agreement with such allocation prior to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including end 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 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 fifteen (3015) day period, Buyer and thereafterthe Company shall jointly prepare an IRS Form 8594 consistent with Buyer’s proposed allocation. In the event the Company disagrees with the proposed allocation, Buyer and the applicable Seller shall attempt Company agree to negotiate in good faith to promptly resolve any determine the allocation hereunder within ten (10) days from the date on which the Company notified Buyer of such disagreement. If Any issues with respect to the Parties cannot resolve a disagreement allocations under this Section 3.3, 2.4(b) which have not been resolved by the Parties within such disagreement ten (10) day period shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable referred to the applicable Seller, and such resolution Independent Accounting Firm (as defined in Section 2.7(d)) whose determination shall be final and binding on upon the Parties. The fees and expenses of such accounting firm the Independent Accounting Firm shall be borne equally paid by Purchaser, on the one hand, Party whose calculation of the proposed allocation is furthest from the determination rendered by the Independent Accounting Firm. Each of Buyer and the applicable Seller, on the other hand. The applicable Seller Company shall provide Purchaser, and Purchaser shall provide timely file IRS Form 8594 in accordance with such jointly prepared IRS Form 8594 within the applicable Sellerstatutory time limits and shall file all other Tax Returns in a manner consistent with such IRS Form 8594. Neither Buyer nor the Company shall take any position for Tax purposes (whether in audits, Tax Returns, or otherwise) that is inconsistent with a copy of any information described above such final IRS Form 8594 unless otherwise required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinby applicable 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 The Purchaser and the ClosingSeller agree to cooperate in good faith to allocate the Purchase Price, Purchaser shall prepare and deliver to Sellers an allocation as finally determined, increased by the liabilities of the aggregate consideration Company Parties and other relevant items, among Sellers andthe assets of the Company Parties in accordance with the principles of Section 1060 of the Code. If, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16within ninety (90) days after the final determination of the Purchase Price, the Purchaser shall also prepare and deliver the Seller agree as to the applicable Seller a proposed allocation of the Purchase Price Price, the Purchaser and the Seller further agree to prepare and file all Tax Returns in a manner consistent with the agreed allocation and shall not take any position inconsistent with the agreed allocation or agree to any proposed adjustment thereto by any taxing authority without first giving the other consideration paid in exchange for the Purchased Assetsparty prior written notice of such proposed adjustment. If, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code within ninety (the “Allocation”). The applicable Seller shall have thirty (3090) days after the delivery final determination of the Allocation Purchase Price, the Purchaser and the Seller are unable to review and consent resolve any disputes relating to the Allocation in writingallocation of the purchase price, which consent shall not be unreasonably withheld(i) the Purchaser and the Seller may each use a different purchase price allocation, conditioned or delayed. If (ii) each of the applicable Purchaser and the Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation (and cause its Affiliates to prepare and file use) their respective purchase price allocation in a timely manner all appropriate Tax filings, including connection with the preparation and filing of all applicable forms in accordance with applicable LawTax Returns, including Forms 8594 and 8023(iii) the Purchaser shall have no liability to the Seller, if applicableand the Seller shall have no liability to the Purchaser, with their respective for any additional Taxes that may be imposed by any Governmental Authority to the extent that such Tax Returns for arises solely as a result of the taxable year that includes inconsistencies between the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationseparately used purchase price allocations; 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 the Seller agree to allocate the applicable SellerPurchase Price, as finally determined, increased by the liabilities of the Company Parties and such resolution other relevant items, among the assets of the Company Parties as follows: (A) 80% with respect to Innovatix and its Subsidiaries; and (ii) 20% with respect to Essensa, except with respect to Indebtedness of the Company Parties, Cash of the Company Parties and Net Working Capital, which 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 allocated as finally determined pursuant to be furnished to any Taxing Authority in connection with the transactions contemplated hereinSection 2.3.

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 the Closing, Purchaser shall prepare and deliver to Sellers 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 Partieseach of their respective Affiliates and successors and not subject to collateral attack for any reason. The Any fees and expenses of such accounting firm the Independent Auditor incurred in resolving the disputed matter(s) pursuant to this Section 1.6(b) 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 Sellers and 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 allocate the Purchase Price (plus assumed liabilities and all other relevant amounts to the extent properly treated as consideration paid in exchange under applicable Law for applicable Tax purposes) among the Purchased Assetsassets of each Company Group Member, prepared as applicable, for purposes of determining Buyer’s Section 743(b) adjustment, in accordance with Section 1060, the principles of Sections 755 and if applicable, Section 338, 1060 of the Tax Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or non-U.S. law, as appropriate) (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 Allocationthat, the applicable Seller shall notify Purchaser in writing Parties agree that the value of such disagreement within such thirty each of (30i) day periodthe Company’s Subsidiaries other than Dynisco Parent, Inc. and thereafterits Subsidiaries, on the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If one hand and (ii) Dynisco Parent, Inc. and its Subsidiaries, on the Parties cannot resolve a disagreement under this Section 3.3other hand, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser will equal 50% of the total enterprise value of the Company Group used for purposes of determining the Purchase Price and reasonably acceptable the Distribution Amount (determined, for the avoidance of doubt, without regard to the applicable Sellerimpact of any intracompany payables or receivables between Company Group Members), and such resolution shall be final and binding on in each case as further adjusted to take into account the Parties. The fees and expenses impact of such accounting firm shall be borne equally by Purchaserany intracompany payables or receivables between Dynisco Parent, Inc. or its Subsidiaries, on the one hand, and the applicable SellerCompany or its Subsidiaries (other than Dynisco Parent, Inc. and its Subsidiaries), on the other hand. The applicable Seller Buyer shall prepare and provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required or cause to be furnished prepared and provided to any Taxing Authority in connection Sellers a draft Allocation within 90 days after the final determination of the Purchase Price pursuant to Section 2.6). If Sellers disagree with the transactions contemplated hereindraft Allocation, Sellers may, within twenty days of receipt of the proposed allocation, notify Buyer in writing of their disagreement. Buyer and Sellers shall, during the 15 days following any such notification of disagreement, negotiate in good faith and use their reasonable best efforts to resolve such dispute. If Buyer and Sellers are unable to agree to the draft Allocation within such period, the dispute shall be resolved by the Independent Accountant pursuant to the mechanics described in Section 2.6(b). Buyer and Sellers will equally bear the fees and expenses of the Independent Accountant. Neither Sellers nor Buyer shall file any Tax Return or other document or otherwise take any position which is inconsistent with the Allocation as finally determined pursuant to this Section 6.8(o), except to the extent otherwise required by applicable Law.

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 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 the Assumed Liabilities (plus other consideration paid in exchange relevant items) shall be allocated among the Acquired Assets for all purposes (including Tax and financial accounting) as shown on the Purchased Assetsestimated allocation schedule (the “Estimated Allocation Schedule”) attached hereto as Schedule 2.9. Following the determination of the Net Working Capital pursuant to Section 2.6(c), Buyer shall prepare or cause to be prepared a final allocation schedule (prepared in accordance with Section 1060the Estimated Allocation Schedule) and deliver it to Seller for approval on a date to be agreed upon between Seller and Buyer, and if applicable, Section 338, of the Tax Code which date shall be no later than ninety (the “Allocation”). The applicable Seller shall have thirty (3090) days after the delivery Closing Date. Buyer and Seller shall endeavor in good faith to agree on the final allocation schedule and, upon such agreement, such schedule shall become the “Final Allocation Schedule.” Subject to the remaining terms of this Section 2.9, such Final Allocation Schedule shall be final and binding on Seller and Buyer and shall provide the basis for the completion of IRS Form 8594. The allocation to the Acquired Assets is intended to comply with the requirements of Section 1060 of the Code. Seller and Buyer shall cooperate to comply with all substantive and procedural requirements of Section 1060 of the Code and such Final Allocation to review Schedule shall be adjusted only if and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedextent necessary to comply with such requirements of Section 1060 of the Code. 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 Buyer agree that they will not take nor will they permit any of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Affiliates to take, for income Tax Returns for the taxable year that includes the Closing Date and shall take no purposes, any position in any Tax Return that is inconsistent with such AllocationFinal Allocation Schedule; provided, however, that nothing contained herein shall prevent (a) Buyer’s cost for the Acquired Assets may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so allocated, (b) the amount realized by Seller may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax purposes and (c) either Seller or Buyer may take reasonable action to settle any audit by, or dispute with, an applicable Seller and Purchaser from settling any proposed deficiency governmental entity, including reaching a compromise or adjustment by any Governmental Authority based upon or arising out settlement 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 amounts allocated to the applicable Seller, Acquired Assets and such resolution shall be final and binding on Assumed Liabilities different than 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 Schedule.

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 The Purchase Price shall be allocated among the Purchased Assets as provided in this Section 2.10 (the “Asset Allocation”). The Equity 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 and other consideration paid in exchange for among the Purchased AssetsAssets which, prepared if agreed upon within sixty (60) days after the date hereof, will be incorporated in accordance with Section 1060, and if applicable, Section 338, of a schedule to be executed by the Tax Code (parties prior to or at Closing. Buyer shall deliver its proposed Asset Allocation to the “Allocation”). The applicable Seller shall have Equity Entities 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 delayeddate hereof. If the applicable Seller consents Equity Entities and Buyer are unable to so agree, the Equity Entities and Buyer shall then promptly select and retain an appraisal firm reasonably acceptable to the AllocationEquity Entities and Buyer (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 Equity Entities and Buyer as soon as reasonably practicable. Buyer and the Equity Entities shall bear equally the fees, such Seller costs and Purchaser expenses of the Appraisal Firm. Each party shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including IRS Form 8594 allocating the preparation and filing of all applicable forms Purchase Price in accordance with applicable LawSection 1060 of the Code, including Forms except as may otherwise be required under Treasury Regs. Section 1.1031(d)-1T, and in accordance with the Asset Allocation. Buyer and each of the Equity Entities shall file with their respective Federal income tax return for the tax year in which the Closing occurs, IRS Form 8594 containing the information agreed upon by the parties pursuant to the immediately preceding sentence. Buyer agrees to report the purchase of the Purchased Assets, and 8023, if applicable, with the Equity Entities agree to report the sale of the Purchased Assets on their respective Tax Returns in a manner consistent with the information agreed upon by the parties pursuant to this Section 2.10 and contained in their respective IRS Forms 8594. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.10 shall survive the Closing 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 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 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 a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller, using and based upon the best information available to Buyer, a preliminary entity allocation statement (the “Preliminary Allocation Statement”) reflecting the allocation of the Base Purchase Price among the Interests and a further allocation of the Base Purchase Price among the tangible and intangible assets of each Direct Subsidiary, including, where applicable, a further allocation to any interests in Indirect Subsidiaries held by a Direct Subsidiary and, thereafter, a further allocation among the tangible and intangible assets of each Indirect Subsidiary (the “Preliminary Allocation”). As soon as reasonably practicable, but no later than thirty (30) days following the receipt of the Preliminary Allocation Statement, Seller shall 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). Notwithstanding the foregoing, Buyer shall have such additional time, on a day for day basis, to meet its obligations under this Section 2.2(a) for each day it does not receive from Seller the information identified on Schedule 2.2(a) within the time period specified on Schedule 2.2(a). (b) Provided that Buyer shall have received from Seller the information identified on Schedules 2.2(a) and 2.2(b) within the time period specified on each such schedule, and if not on a day for day basis thereafter, 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, including, where applicable, a further allocation of the Base Purchase Price to any interests in Indirect Subsidiaries held by a Direct Subsidiary (the “Final Allocation”). To the extent required by Sections 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 (a) Sellers and Buyer agree that the Closing, Purchaser Purchase Price shall prepare and deliver be allocated among the Company’s assets (the “Estimated Allocation”) attached to Sellers an allocation this Agreement as Section 10.13 to the Disclosure Schedule. Within 30 Business Days after the determination of the aggregate consideration among 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 asset 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 to (y) the applicable Seller a proposed allocation final decision of the Purchase Price Neutral Auditor on all disputed matters taken together. (b) The allocation is intended to comply with the requirements of Section 1060 of the 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 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 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 The Parties agree to allocate the Closing, Purchaser shall prepare Cash Consideration and deliver to Sellers an allocation of the aggregate consideration Assumed Liabilities (plus any other relevant items) among Sellers and, the Contributed Assets 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 all purposes (including Tax) in accordance with the final allocation schedule as determined in accordance with this Section 1060, and if applicable, Section 338, of the Tax Code 2.4 (the “AllocationAsset Allocation Schedule”). The applicable Seller A draft of the Asset Allocation Schedule shall have be prepared by HoldCo and delivered to the Companies within ninety (90) days following the Closing Date. If, within thirty (30) days after the delivery receipt of the draft Asset Allocation Schedule, the Companies notify HoldCo in writing that the Companies object to review one or more items reflected in the Asset Allocation Schedule, the Companies and consent HoldCo shall negotiate in good faith to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, resolve 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 Allocationdispute within thirty (30) days therefrom; provided, however, that nothing contained herein shall prevent if the applicable Seller Companies and Purchaser from settling HoldCo are unable to resolve any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of dispute with respect to the Asset Allocation Schedule within one-hundred and eighty (180) days following the Closing Date, such Allocation, and neither the applicable Seller nor Purchaser dispute shall be required to litigate before any court, any proposed deficiency or adjustment resolved by any Taxing Authority challenging such Allocationthe Accounting Firm. If the applicable Seller does Companies do not consent to such Allocation, the applicable Seller shall notify Purchaser in writing HoldCo of such disagreement a dispute within such thirty (30) day period, and thereafterdays of the receipt of the draft Asset Allocation Schedule, 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 draft Asset Allocation Schedule shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Sellerfinal, and such resolution shall be final conclusive and binding on the PartiesCompanies and HoldCo for all purposes of this Agreement. HoldCo and the Companies shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Asset Allocation Schedule as finally determined hereunder, and neither of them nor any of their respective affiliates will take any position inconsistent therewith on any Tax Return or otherwise, except as otherwise required by applicable Law. The Companies shall pay that portion, if any, of the fees and expenses of such accounting firm shall be borne equally the Accounting Firm equal to 100% multiplied by Purchasera fraction, on the one handnumerator of which is an amount equal to the difference between the Accounting Firm’s determination and the Companies’ determination that is resolved in favor of HoldCo, and the applicable Sellerdenominator of which is the sum total by which HoldCo’s determination and the Companies’ determination differ from the determination of the Accounting Firm. HoldCo shall pay that portion, on if any, of the other hand. The applicable Seller shall provide Purchaser, fees and Purchaser shall provide expenses of the applicable Seller, with a copy of any information described above Accounting Firm that the Companies are not required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinpay hereunder.

Allocation. Following We may, if applicable, at our option convert your entitlement in respect of an Unallocated Account into rights in respect of Precious Metals in an Allocated Account, and vice-versa.1 Where Precious Metal is deposited to the Closingcredit of your Unallocated Account, Purchaser shall prepare and deliver we may from time to Sellers an allocation time convert some or all of that deposit into allocated Precious Metal by designating the relevant number of bars of the aggregate consideration among Sellers andrelevant Precious Metal as allocated to your account, for any transactions contemplated by this Agreement with the intention 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 you will acquire ownership of the Purchase Price specific bars so designated. Any bar so allocated shall comply with the Rules (including those relating to good delivery and fineness) or shall be in such other consideration paid form as may be agreed between us.2 Where we so allocate, your Account Balance shall be reduced to reflect this reduction in unallocated Precious Metal held for you. Subject as provided below, if at any time we so allocate any Precious Metals (the “Converted Precious Metals”) and you have entered into an Allocated Precious Metals Account Agreement with us relating to Precious Metals of the relevant kind, then the Converted Precious Metals shall be held by us upon the terms of that agreement. If you have not entered into such an agreement with us, we shall hold the Converted Precious Metals for your account in accordance with our customary terms at that time for the holding of allocated Precious Metals of the relevant kind. Where we hold for you any Converted Precious Metal, we may also at any time subsequently de-allocate it and return it to your Account Balance. For this purpose, you authorise us as your agent from time to time at our option to transfer to us all your right and title to some or all of the Converted Precious Metals in exchange for the Purchased Assetscreation of a contractual obligation owed by us to you, prepared as recorded in accordance with Section 1060your Unallocated Account, and if applicable, Section 338, to transfer to you Precious Metals of the Tax Code (same amount as such Converted Precious Metals. Where Converted Precious Metals are replaced by a contractual obligation pursuant to this provision, 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 Account Balance on your Unallocated Account shall be required increased 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 reflect this increase 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 handunallocated Precious Metals held for you, and the applicable Seller, balance on the other hand. The applicable Seller your Allocated Account 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 hereinreduced accordingly.

Allocation. Following The Seller and the Closingother Seller Entities, Purchaser shall prepare on the one hand, and deliver the Parent and the Purchaser, on the other hand, agree 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 among the Purchased Shares and other consideration paid the Purchased Assets (and to allocate the ADSP among the assets of the 338(h)(10) Designated Entities) (a) as set forth in exchange Schedule A (for the Purchased Assetsavoidance of doubt, prepared in accordance with Section 1060, which schedule may set forth certain allocation principles and if applicable, Section 338, of certain specific allocations as agreed upon by the Tax Code Seller and the Purchaser prior to the date hereof) (the “Scheduled Allocation”). The applicable Seller shall have thirty ) and (30b) days after as set forth in an allocation statement to be agreed upon by Parent and 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 SellerSeller and the other Seller Entities, on the other handhand (or as determined by the Independent Accounting Firm, as set forth below) (the “Allocation Statement”). The applicable Purchaser shall deliver to the Seller as soon as practical after the Closing Purchaser’s proposal with respect to the Allocation Statement. The Allocation Statement shall be made in accordance with Sections 338 and 1060 of the Code and the rules and regulations promulgated thereunder (provided, for the avoidance of doubt, that the Allocation Statement shall incorporate, reflect, and be consistent with the Scheduled Allocation). Within forty-five (45) days following receipt by the Seller of the Purchaser’s proposal with respect to the Allocation Statement, the Seller shall provide deliver written notice to the Purchaser of any disagreement the Seller has with respect to such proposal. If the Seller does not so notify the Purchaser of a dispute with respect to such proposal within such forty-five (45)-day period, the Purchaser’s proposal shall constitute the Allocation Statement and shall be final, conclusive and binding on the parties. In the event of such notification of a dispute, the Purchaser and the Seller shall negotiate in good faith to resolve such dispute. If the Purchaser and the Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after the Seller advises the Purchaser of its objections, then the Purchaser and the Seller jointly shall engage the Independent Accounting Firm to resolve such dispute. The Independent Accounting Firm shall deliver to the Purchaser and the Seller, as promptly as practicable, an allocation statement setting forth the allocation of the Purchase Price among the Purchased Shares and the Purchased Assets in accordance with this Agreement, the Scheduled Allocation, and applicable Law (including, for the absence of doubt, Sections 338 and 1060 of the Code), which statement shall be the Allocation Statement for purposes of this Agreement. Such Allocation Statement shall be final and binding on the Purchaser and the Seller. The cost of such review and report shall provide be borne equally by the applicable Purchaser and the Seller. The Purchaser and the Seller and their respective Affiliates shall report and act, in each case, for Tax purposes, and file Tax Returns (including, but not limited to Internal Revenue Service (“IRS”) Form 8883 and 8594) in all respects and for all Tax purposes consistent with a copy of the Allocation Statement. Neither the Purchaser nor the Seller nor their respective Affiliates shall take any information described above Tax position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Allocation Statement unless required to be furnished do so by applicable Law or pursuant to any Taxing Authority in connection with the transactions contemplated hereina Final Determination.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation (a) The sum of the aggregate consideration Cash Payment and Assumed Liabilities 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 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 as set forth on Schedule 2.7 (the “Initial Allocation”). The applicable If there is any increase in the purchase price due to Earnout payments or there is any decrease in the purchase price based on indemnity payments, the Initial Allocation shall be revised as agreed upon by Seller shall have and Parent using the principles outlined in Schedule 2.7 (the “Revised Allocation”). If the Seller and Parent cannot agree upon the Revised Allocation within thirty (30) days of an Earn-Out Payment, the Revised Allocation shall be made and consistently reported by Parent and Seller in compliance with Section 1060 of the Code based upon an asset valuation supplied by a mutually agreeable nationally-recognized independent accountant. The cost of such appraisal shall be shared equally by Parent and Seller. Parent shall order such appraisal from the selected independent accountant as soon as practicable after such date as Parent and Seller fail to agree on such allocation. The appraisal, if required, shall be provided to Seller within forty-five (45) days after the delivery date of such order. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation. (b) The parties shall file all Tax returns (including amended returns and claims for refund) and information reports in a manner consistent with the Initial Allocation and Revised Allocation, and shall use their reasonable best efforts to review sustain such allocation in any subsequent Tax audit or Tax dispute. (c) Purchaser, Parent and consent Seller shall cooperate fully, as and to the Allocation extent reasonably requested by the other party, in writingconnection with any audit, which consent shall not be unreasonably withheld, conditioned litigation or delayed. If the applicable Seller consents other proceeding with respect to the Initial Allocation or Revised Allocation. Such cooperation shall include the retention and (upon the other party’s request and at their expense) the provision of records and information reasonably relevant to any such audit, such litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Parent, Seller and Purchaser shall use agree (A) to retain all book and records with respect to Tax matters pertinent to the Initial Allocation and Revised Allocation until expiration of the statute of limitations (and, to the extent notified by Parent, Purchaser or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such Allocation to prepare books 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 8023records and, if applicablethe other party so requests, with their respective Tax Returns for shall allow the taxable year that includes the Closing Date and shall other party to 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 possession of such Allocation, books 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 hereinrecords.

Allocation. Following Attached as Schedule 4.8 to the Closing, Purchaser shall prepare and deliver to Sellers Disclosure Schedules is an allocation of the aggregate Base Purchase Price plus any other items that are required for federal income Tax purposes to be treated as 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 purchase of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared Property 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 Within five business days prior to Closing, the Parties shall have thirty (30) days after the delivery of update the Allocation to review and consent reflect (i) any adjustment to the Allocation consideration paid pursuant to this Agreement allocating any additional amounts paid to Seller with respect to the Property and (ii) the valuation for improvements constructed upon the Property and costs paid in writingconnection with the construction of such improvements, which consent shall not be unreasonably withheldequal to Seller’s hard construction costs and related soft costs for such improvements, conditioned or delayed. If as specified by Seller; and (iii) the applicable Seller consents balance of the Purchase Price allocated to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filingsremaining Property, including the preparation Tenant Lease (the “Final Allocation Schedule”). Seller and filing Buyer shall each report the federal, state, local, and other Tax consequences of all applicable forms the Transactions in accordance a manner consistent with applicable Lawthe Final Allocation Schedule, including Forms 8594 and 8023neither Buyer nor any Seller shall take, if applicablenor shall they permit any of their Affiliates to take, 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 Allocationthe Final Allocation Schedule on any tax return; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser any Party 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 Seller nor Purchaser no Party shall be required to litigate before any court, court any proposed deficiency or adjustment by any Taxing Tax 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 PurchaserBuyer, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide each agree to promptly notify the applicable Seller, with a copy other in writing upon receipt of notice of any information described above required to be furnished to pending or threatened Tax audit or assessment challenging the Final Allocation Schedule. For purposes of this Agreement, “Tax Authority” means any Taxing Authority in connection with the transactions contemplated hereinU.S. or non-U.S. federal, national, state, provincial, county, or municipal or other local government, any subdivision, agency, commission, or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

Allocation. Following The Purchase Price (as increased by the Closing, Purchaser amounts treated as Assumed Liabilities for federal income tax purposes and other amounts treated as taxable sales consideration for federal income tax purposes) shall prepare be allocated among the covenants set forth in Section 5.3 and deliver the Purchased Assets for all purposes (including Tax and financial accounting purposes) in accordance with their respective fair market values pursuant to Sellers an allocation of schedule prepared by Buyer after 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 Closing in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the regulations adopted thereunder (the “Asset Allocation”). The applicable Seller shall have thirty (30) days As soon as practicable 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 event no later than 90 days prior to the latest date for filing of the U.S. federal Tax Return that is inconsistent with such Allocation; providedby Seller for the period ending on the Closing Date, howeverBuyer shall deliver a copy of its initial determination of the Asset Allocation to Seller. Seller shall, that nothing contained herein shall prevent within 30 days of receipt of Buyer’s initial determination of the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such initial Asset Allocation, notify Buyer if Seller disagrees with Buyer’s initial determination, 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 if Seller does not consent to so notify Buyer within such Allocation30 days, 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 initial Asset Allocation shall be final and binding on the Partiesparties. If Seller disagrees with such initial Asset Allocation, Buyer and Seller shall make a good faith effort to resolve the dispute. If Buyer and Seller are unable to resolve their differences within 30 days after Buyer has been notified of Seller’s disagreement with the initial Asset Allocation, then any remaining disputed issues shall be submitted to the Independent Expert, which shall resolve the disagreement in a final binding manner after hearing the views of the parties. The fees and expenses of such accounting firm the Independent Expert shall be borne shared equally between Buyer and Seller. Except as may be required by PurchaserLaw, 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 will (a) file or cause to be furnished to any Taxing Authority filed all Tax Returns (including Internal Revenue Service Form 8594) in connection a manner consistent with the transactions contemplated hereinAsset Allocation (as determined pursuant to this Section 2.8) and (b) not take any action inconsistent therewith. Any subsequent adjustments to the Purchase Price shall be reflected in the Asset Allocation hereunder in a manner consistent with Regulation Section 1.1060-1.

Allocation. Following (a) Seller and Buyer shall allocate the Closing, Purchaser shall prepare Purchase Price (and deliver any Assumed Liabilities or other items required to Sellers an allocation be treated as purchase price for U.S. federal income tax purposes) among the Assets in accordance with Section 1060 of the aggregate consideration among Sellers andCode, for the Treasury Regulations thereunder, and the Purchase Price Allocation Schedule. Seller and Buyer also shall allocate and report any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction adjustments to the Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of the allocation pursuant to this Section 6.161.6. Seller and Buyer further acknowledge and agree that they will file all Tax Returns and related forms (including IRS Form 8594) in accordance with this Section 1.6, Purchaser shall also prepare and deliver will not make any inconsistent statement or take any inconsistent position on any tax return, in any refund claim or during the course of any IRS or other Tax proceeding, except as otherwise required pursuant to a “determination” within the applicable meaning of Code Section 1313(a). Each Party will notify the other if it receives notice that the IRS proposes any allocation that is different from the allocation contemplated in this Section 1.6; provided, however, that the Parties acknowledge and agree that (a) Buyer’s cost for the Assets may differ from the total amount allocated under this Section 1.6 to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the amount so allocated, (b) the amount realized by Seller a proposed may differ from the total amount allocated under this Section 1.6 to reflect transaction costs that reduce the amount realized for U.S. federal income tax purposes, and (c) neither Seller nor any of its 6629923v2 Affiliates nor Buyer nor any of its Affiliates will be obligated to litigate any challenge to such allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assetsby any Taxing Authority. (b) Buyer shall, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have within thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writingClosing Date, 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 deliver to Seller a timely manner all appropriate Tax filings, including proposed schedule (the preparation “Purchase Price Allocation Schedule”) allocating the Purchase Price (and filing of all applicable forms any Assumed Liabilities or other items required to be treated as purchase price for U.S. federal income tax purposes) among the Assets in accordance with applicable Law, including Forms 8594 Section 1060 of the Code 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 AllocationTreasury Regulations thereunder. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing Buyer of any disagreement regarding such disagreement proposal within such thirty (30) day days after receiving such proposal from Buyer. If Seller does not notify Buyer of any disagreement within such time period, the Purchase Price Allocation Schedule as proposed by Buyer shall be final, conclusive, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreementbinding hereunder. If Seller timely notifies Buyer of any disagreement, Seller and Buyer shall promptly use their respective commercially reasonable efforts to resolve such disagreement within thirty (30) days from the Parties cannot date of Buyer’s receipt of Seller’s notice of disagreement, or by such later date as agreed to by the Parties. In the event that Seller and Buyer are unable to agree on a complete Purchase Price Allocation Schedule within such time period, either Party may engage the Independent Auditors to resolve a the disagreement in accordance with the procedures contemplated in Section 1.8, mutatis muntandis. The complete Purchase Price Allocation Schedule as finally determined under this Section 3.31.6(b), such disagreement shall be resolved including pursuant to agreement of the Parties, acceptance by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution and/or final determination by the Independent Auditors, 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.Parties for all purposes under this Section 1.6

Allocation. Following Prior to the Closing, Company and Purchaser shall prepare and deliver use their best efforts to Sellers agree in writing to 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 Acquired Assets for all purposes (including Tax and other consideration paid financial accounting). If Company and Purchaser have not agreed on the allocation of the Purchase Price prior to Closing, such obligation to use their best efforts to agree in exchange for the Purchased Assets, prepared in accordance with Section 1060, writing to such an allocation shall continue after Closing and if applicable, Section 338, of the Tax Code Company and Purchaser are unable to agree on such allocation within sixty (the “Allocation”). The applicable Seller shall have thirty (3060) days after the delivery of the Allocation to review and consent Closing (or such earlier date as is five (5) days prior to the Allocation in writingdue date of IRS Form 8594), 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 Ernst & Young shall be required designated to litigate before any courtmake such determination ▇▇▇ ▇▇▇▇ ▇▇nst & Young makes such determination, 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 it shall be final and binding on the Parties. The fees failure of Company and expenses Purchaser to reach agreement on a Purchase Price allocation shall not constitute grounds for termination of this Agreement by any Party and agreement by Company and Purchaser to a Purchase Price allocation shall not be a condition to the obligation of any Party to consummate the transactions contemplated by this Agreement. After the Closing, the Parties shall make consistent use of such accounting firm shall be borne equally by Purchaser, on the one handallocation for all Tax purposes and in all filings with, and declarations and reports to, the applicable SellerIRS and relevant state agencies in respect thereof, 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 including reports required to be furnished filed under the Code. Purchaser shall prepare and deliver IRS Form 8594 to any Taxing Authority in connection Company within forty-five (45) days after the Closing Date to be filed with the transactions contemplated hereinIRS. In any proceedings related to the determination of any Taxes, neither Company nor Purchaser shall contend or represent that such allocation is not a correct allocation.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers (i) Attached hereto as Schedule 2.02(b) is 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 among the Purchased AssetsInterests and the Purchased Assets (the “Master Allocation Statement”). Prior to the submission of the necessary documents and information required to be filed under Circular 37 as described in Section 6.01(d), prepared Seller Parent may amend the Master Allocation Statement to reflect changes in the Net Working Capital of Modine Thermal Shanghai with the consent of Buyer Parent, not to be unreasonably withheld, delayed or conditioned. Promptly after the Determination Date, Buyer Parent shall update the Master Allocation Statement to reflect the final Purchase Price, taking into account the adjustments determined pursuant to Section 2.04, (except to the extent such adjustments were already taken into account pursuant to the prior sentence); provided, that the Adjustment Amount shall be allocated to the Purchased Interests and the Purchased Assets other than the Purchased Interests of Modine Thermal Shanghai and not to the Purchased Interests of Modine Thermal Shanghai (except to the extent that all or a portion of the Adjustment Amount was allocated to the Purchased Interests of Modine Thermal Shanghai pursuant to the prior sentence). (ii) With respect to the Group Companies’ assets that are treated as sold to any of the Buyers for U.S. income tax purposes, within 60 days after the Determination Date, Buyer Parent shall deliver to Seller Parent a statement allocating the final Purchase Price (plus any amounts required to be taken into account under Section 1060 of the Code) among such assets in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and in a manner consistent with the Master Allocation Statement (the “Allocation1060 Allocation Statement” and together with the Master Allocation Statement, the “Allocation Statements”). The applicable Seller Parent shall have twenty (20) days to provide to Buyer Parent written comments to the proposed 1060 Allocation Statement delivered by Buyer Parent. If Seller Parent does not provide any comments within such period, the proposed 1060 Allocation Statement delivered by Buyer Parent shall be final and, subject to Section 2.02(b)(iii), binding on the Parties and their respective Affiliates. If Seller Parent timely delivers written comments to Buyer Parent, Seller Parent and Buyer Parent shall cooperate in good faith to resolve all such comments to finalize a mutually agreed 1060 Allocation Statement within thirty (30) days after Buyer Parent’s receipt of such comments; provided, that if Buyer Parent and Seller Parent cannot agree upon the delivery 1060 Allocation Statement within such thirty (30)-day period, each Party and its Affiliates shall (x) be permitted to file their Tax Returns based on their own allocation of the Allocation final Purchase Price (plus any amounts required to review and consent to be taken into account under Section 1060 of the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If Code) among 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 assets in accordance with applicable LawSection 1060 of the Code and in a manner consistent with the Master Allocation Statement and (y) bear their own consequences of any discrepancies. (iii) The Parties agree that they will not, including Forms 8594 and 8023, if applicable, with will not permit any of their respective Tax Returns for the taxable year that includes the Closing Date and shall Affiliates to, take no a position in (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 such Allocationthe 1060 Allocation Statement (if Seller Parent and Buyer Parent finalize a mutually agreed 1060 Allocation Statement pursuant to Section 2.02(b)(ii)) or the Master Allocation Statement (as each may be adjusted in accordance with this Section 2.02(b)); provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser Parties or any of their Affiliates from settling 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 the Allocation Statements. (iv) The Allocation Statements shall be subject to modification to reflect any adjustment to the Purchase Price pursuant to Section 6.06 with respect to any indemnification payment. Any such Allocationmodification shall be reflected as an adjustment to the amount allocated to the specific asset, if any, giving rise to the Purchase Price adjustment, and neither if any such Purchase Price adjustment does not relate to a specific asset, such adjustment shall be allocated among 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 assets 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 manner consistent with 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 herein2.02(b)(ii).

Allocation. Following The Final Purchase Price (plus any other amounts properly taken into account under the ClosingCode as purchase price), Purchaser shall prepare be allocated for Tax purposes among the Securities and deliver to Sellers an allocation further among the assets 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 Company in accordance with Section 1060, 755 and if applicable, Section 338, other applicable provisions of the Tax Code and the methodologies set forth on Exhibit I (the “Allocation”). The applicable Seller shall have thirty Within one hundred twenty (30120) days after of the delivery final determination of the Final Closing Date Schedule, the Seller Representative shall provide the Purchaser with a draft of the Allocation to for the Purchaser’s review and consent to the Allocation in writingapproval, which consent approval shall not be unreasonably withheld, conditioned conditioned, or delayed. The Seller Representative and the Purchaser shall work in good faith to resolve any disputes relating to the Allocation within thirty (30) days. If the applicable Seller consents Representative and the Purchaser are unable to resolve any such dispute, such dispute shall be resolved promptly by the Neutral Accountant, provided that the Neutral Accountant shall utilize the methodologies set forth on Exhibit I in determining fair market value. The costs of the Neutral Accountant shall be borne equally by the Sellers on the one hand and Purchaser on the other hand. If the Final Purchase Price is subsequently adjusted, the Seller Representative shall propose a corresponding adjustment to the AllocationAllocation for the Purchaser’s review and approval, provided that if the Purchaser disputes such proposal, such Seller dispute shall be resolved in the same manner as the resolution of any disputes relating to the Allocation as described herein. The Sellers and Purchaser shall use such Allocation to prepare report all Taxes and file all Tax Returns 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 Allocation and shall take no position inconsistent therewith (including in connection with any audits or examinations by any Tax Return that is inconsistent Authority) other than as (i) required by a Final Determination or (ii) provided in the following sentence. In the event of a proposed deficiency or adjustment by a Tax Authority based on or arising out of the Allocation (“Allocation Dispute”), each of the Seller Representative and the Purchaser shall (i) reasonably cooperate with such Allocationthe other Party in connection with an Allocation Dispute, (ii) defend the Allocation in good faith in connection with any administrative proceeding regarding an Allocation Dispute and (iii) give the other Party prior written notice and an opportunity to provide input on the resolution of the Allocation Dispute; provided, however, that nothing contained herein shall prevent the applicable Seller and Representative or the Purchaser from settling agreeing to a good faith settlement of any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such AllocationAllocation Dispute, and neither the applicable Seller Representative nor the Purchaser shall be required to litigate an Allocation Dispute before any court. For the avoidance of doubt, 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 nothing 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 2.6(a) 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 prevent any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinParty from exercising its rights under Section 9.4.

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 other consideration paid in exchange for the Purchased Assets, prepared shall be allocated in accordance with Section 1060, the Code and if applicable, Section 338, the rules and regulations of the Tax Code Internal Revenue Service (the “AllocationIRS”). The applicable Such allocation shall be as set forth on a schedule to be delivered by Buyers within forty-five (45) days following the Closing and to which Seller shall have fifteen (15) days to reasonably object by written notice to Guarantor. If the Seller so objects, the Guarantor and the Seller agree to negotiate in good faith to agree upon such allocation within an additional thirty (30) days after days. If they are unable to do so within such period, they shall submit the delivery of Purchase Price allocation (or disputed portion thereof) to a mutually acceptable accounting firm not affiliated with either Buyers or Seller (the Allocation to review and consent “Arbitrator”), whose decision with respect 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 Purchase Price allocation shall be final and binding on binding. The Arbitrator shall render its decision with respect to such matters within twenty (20) days after such matters are submitted to the PartiesArbitrator and shall deliver the Purchase Price allocation to Buyers and Seller at such time. Seller and Buyers shall each provide promptly all information and documents within their respective possession that the Arbitrator, in its sole discretion, deems necessary in order to make its decision with respect to the Purchase Price allocation. The fees and expenses of such accounting firm the Arbitrator shall be borne equally by PurchaserSeller and Buyers. Buyers shall prepare and deliver IRS Form 8594 to Seller within fifteen (15) days after the Arbitrator renders its decision to be filed with the IRS. After the IRS Form 8594 is filed, on the one handparties shall make consistent use of the allocation, fair market value and useful lives specified in such schedule for all Tax purposes and in all filings, declarations and reports with the applicable SellerIRS in respect thereof, on including 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 under Section 1060 of the Code. In any Proceeding related to the determination of any Taxing Authority in connection with the transactions contemplated hereinTax, neither Buyers nor Seller or stockholders shall contend or represent that such allocation is not a correct 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 shall prepare Buyer 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 will allocate the Purchase Price (and any other consideration paid or deemed paid pursuant to this Agreement) among the Project Assets in exchange for accordance with an allocation schedule to be prepared pursuant to this Section 3.11 (the Purchased Assets, “Purchase Price Allocation Statement”). The Purchase Price Allocation Statement (including any revision thereof) will be prepared in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code (Code. Buyer will deliver a draft of the “Allocation”). The applicable Purchase Price Allocation Statement with supporting work papers and documentation to Seller shall have no later than thirty (30) days after the Closing Date, which draft will be subject to revision to account for any amounts treated as adjustments to the consideration paid with respect to the transactions contemplated by this Agreement for Tax purposes. Seller has the right, for five (5) Business Days after such delivery of the Allocation or adjustment, as applicable, to review and consent object to the Allocation allocation provided in writing, which consent shall not be unreasonably withheld, conditioned or delayedsuch draft. 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 Buyer will seek in good faith to promptly resolve any disagreements between them with respect to such disagreementallocation. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall Any disagreements remaining between Seller and Buyer will be resolved by referred to an independent accounting firm chosen mutually agreed to by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties, who will, acting as experts and not as arbitrators, determine the proper allocation under Section 1060 of the Code and will revise the Purchase Price Allocation Statement as it deems appropriate. The Parties will share equally the fees and expenses disbursements of such accounting firm shall firm. The Purchase Price Allocation Statement, as so revised, will be borne equally binding upon Seller and Buyer. Seller and Buyer will each report the federal, state and local and other Tax consequences of the purchase and sale contemplated hereby (including the filing of Internal Revenue Service Form 8594) in a manner consistent with the Purchase Price Allocation Statement and will not take any inconsistent position with respect to the Purchase Price Allocation Statement unless otherwise required by Purchaserapplicable Laws. In the event that the Purchase Price Allocation Statement is disputed by any Authority, on the one hand, and the applicable Seller, on Party receiving notice of such dispute will promptly notify the other hand. The applicable Seller shall provide Purchaser, Party hereto concerning the existence and Purchaser shall provide the applicable Seller, with a copy resolution of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinsuch dispute.

Allocation. Following (a) Within thirty (30) days following 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 to the applicable Seller a proposed allocation “Proposed Allocation Statement”) of the Purchase Price Price, applicable Assumed Liabilities, and any other relevant items of consideration paid in exchange (as determined for the Purchased Assets, prepared U.S. federal income tax purposes) in accordance with Section 10601060 of the Code, the Treasury Regulations promulgated thereunder and the Allocation Principles, and shall submit such Proposed Allocation Statement to the Seller. For purposes of preparing the Proposed Allocation Statement or the Finalized Allocation Statement (as defined below), the amount allocated to a Specified Asset shall not exceed (but may be less than) the amount (if applicable, Section 338, any) that would be payable pursuant to the terms in effect as of the Tax Code Closing Date of such Specified Asset if that Specified Asset were immediately terminated on the Closing Date in accordance with its terms (the “AllocationAllocation Principles”). The applicable Seller shall have review, comment on, and approve the Proposed Allocation Statement; provided that if within thirty (30) days after the delivery Seller’s receipt of the Proposed Allocation Statement, the Seller has not objected in writing to review such Proposed Allocation Statement, then such Proposed Allocation Statement shall become final and consent shall be binding on the parties. In the event that the Seller objects in writing to the Proposed Allocation in writingStatement within such thirty (30)-day period, which consent the Buyer and the Seller shall not be unreasonably withheld, conditioned or delayed. If use commercially reasonable efforts to resolve such dispute within twenty (20) days of delivery by the applicable Seller consents of its objections to the AllocationProposed Allocation Statement. In the event that the Buyer and the Seller are unable to resolve such dispute within such twenty (20)-day period, such then the Buyer and the Seller and Purchaser shall use such Allocation refer the matter to prepare and file a mutually agreeable nationally recognized accounting firm with expertise in tax matters (the “Accounting Firm”), to be resolved in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with the Allocation Principles and applicable Tax Law. The Proposed Allocation Statement shall be revised to reflect the Accounting Firm’s resolution of the dispute (which resolution must be consistent with the Allocation Principles), including Forms 8594 and 8023such revised Proposed Allocation Statement shall be final and shall be binding on the parties (any Proposed Allocation Statement as finalized pursuant to this Section 2.05, the “Finalized Allocation Statement”). Each of the Buyer and the Seller shall bear all of its own respective fees, costs and expenses incurred in connection with the determination of the Finalized Allocation Statement, except that the fees, costs and expenses of the Accounting Firm, if applicableany, with their respective shall be borne by the non-prevailing party as determined by the Accounting Firm. (i) The parties (A) agree that the Finalized Allocation Statement shall govern solely for all applicable income Tax purposes, and (B) shall file all Tax Returns for (including IRS Form 8594) in a manner consistent with the taxable year that includes the Closing Date Finalized Allocation Statement, and (ii) no party shall take no any position in any Tax Return (including IRS Form 8594) or any Proceeding in respect of Taxes that is inconsistent with the Finalized Allocation Statement unless required to do so by a determination (within the meaning of section 1313(a) of the Code). If the amount treated as consideration for the sale of the Acquired Assets for U.S. federal income tax purposes is adjusted pursuant to this Agreement, the Finalized Allocation Statement shall be revised to take such Allocationadjustment into account in a manner consistent with the Allocation Principles and the prior Finalized Allocation Statement; 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 adjustments shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If made first among the applicable Seller does Acquired Assets that are 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 hereinSpecified Assets.

Allocation. Following (a) The Base Purchase Price, the ClosingClosing Adjustment Amount, Purchaser shall prepare the Assumed Liabilities and deliver any liability or other amount that is properly included in the amount realized by Sellers or cost basis to Sellers an allocation the Buyer with respect to the sale and purchase 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 Acquired Assets (the “AllocationTax Purchase Price”) shall be allocated among the Acquired Assets as follows (subject to adjustment prior to the Closing as may be required by applicable law or otherwise agreed by the Parties, it being understood that it is the intention of the Parties to continue discussing and refining such allocations prior to the Closing): (i) [***] to the portion of the Acquired Assets owned by GES Holdings, as adjusted for any portion of the Closing Adjustment Amount, the Assumed Liabilities (and any other liability or other amount that is properly included in the amount realized by Sellers or cost basis to Buyer), any indemnification claims under Article 8 and any other adjustment as set forth in Section 7.2(e), in each case allocated to or otherwise attributable to the portion of the Acquired Assets owned by GES Holdings (the “GES Holdings Purchase Price”). The applicable Seller shall have thirty ; (30ii) days after [***] to the delivery portion of the Allocation Acquired Assets owned by GES, as adjusted for any portion of the Closing Adjustment Amount, the Assumed Liabilities (and any other liability or other amount that is properly included in the amount realized by Sellers or cost basis to review Buyer), any indemnification claims under Article 8 and consent any other adjustment as set forth in Section 7.2(e), in each case allocated to or otherwise attributable to the Allocation portion of the Acquired Assets owned by GES (the “GES Purchase Price”); Certain information in writing, which consent shall not be unreasonably withheld, conditioned or delayedthis document has been omitted and filed separately with the Securities and Exchange Commission. If the applicable Seller consents Confidential treatment has been requested with respect to the Allocationomitted portions marked [***]. (iii) [***] to the portion of the Acquired Assets owned by GES Infotek, 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 as adjusted for any 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 Adjustment Amount, the Assumed Liabilities (and shall take no position in any Tax Return other liability or other amount that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent properly included in the applicable Seller and Purchaser from settling any proposed deficiency amount realized by Sellers or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required cost basis to litigate before any courtBuyer), any proposed deficiency indemnification claims under Article 8 and any other adjustment as set forth in Section 7.2(e), in each case allocated to or adjustment otherwise attributable to the portion of the Acquired Assets owned by GES Infotek (the “GES Infotek Purchase Price”); (iv) [***] to the portion of the Acquired Assets owned by GES Japan, as adjusted for any Taxing Authority challenging such Allocation. If portion of the applicable Seller does not consent to such AllocationClosing Adjustment Amount, the applicable Seller shall notify Purchaser Assumed Liabilities (and any other liability or other amount that is properly included in writing the amount realized by Sellers or cost basis to Buyer), any indemnification claims under Article 8 and any other adjustment as set forth in Section 7.2(e), in each case allocated to or otherwise attributable to the portion of such disagreement within such thirty the Acquired Assets owned by GES Japan (30the “GES Japan Purchase Price”); (v) day period[***] to the portion of the Acquired Assets owned by GES Suzhou, and thereafteras adjusted for any portion of the Closing Adjustment Amount, the applicable Seller shall attempt Assumed Liabilities (and any other liability or other amount that is properly included in good faith the amount realized by Sellers or cost basis to promptly resolve Buyer), any such disagreement. If the Parties cannot resolve a disagreement indemnification claims under this Article 8 and any other adjustment as set forth in Section 3.37.2(e), such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable in each case allocated to or otherwise attributable to the applicable Sellerportion of the Acquired Assets owned by GES Suzhou (the “GES Suzhou Purchase Price”); (vi) [***] to the portion of the Acquired Assets owned by Suzhou Trading, as adjusted for any portion of the Closing Adjustment Amount, the Assumed Liabilities (and such resolution shall be final any other liability or other amount that is properly included in the amount realized by Sellers or cost basis to Buyer), any indemnification claims under Article 8 and binding on any other adjustment as set forth in Section 7.2(e), in each case allocated to or otherwise attributable to the Parties. The fees portion of the Acquired Assets owned by Suzhou Trading (the “Suzhou Trading Purchase Price”); (vii) [***] to all issued and expenses outstanding equity interests of such accounting firm shall be borne equally GES Vietnam as adjusted for any portion of the Closing Adjustment Amount, the Assumed Liabilities (and any other liability or other amount that is properly included in the amount realized by PurchaserSellers or cost basis to Buyer), on any indemnification claims under Article 8 and any other adjustment as set forth in Section 7.2(e), in each case allocated to or otherwise attributable to the one hand, issued and outstanding equity interests of GES Vietnam (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“GES Vietnam Purchase Price”).