Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes consideration paid hereunder (including the liabilities of the Company to the extent required by applicable Law) shall be allocated among the Purchased Assets in accordance assets of the Company using their fair market values as of the Closing Date determined consistent with the principles allocation as set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers on Schedule 2.5 (the “Independent AccountantAllocation Schedule”), and any determination by the Independent Accountant shall be final. The Independent Accountant parties shall resolve any disputed items within fifteen (15) days of having each adopt and utilize the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding fair market values on the Parties. Allocation Schedule for purposes of filing any applicable Tax forms and all federal, state and other Tax Returns filed be each of them (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereofLaw), or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor them will not take any Seller shall take a position inconsistent therewith upon examination of any such Tax Return, in any refund claimaudit, Proceeding or otherwise with respect to such Tax Returns (unless otherwise required by Law). The parties hereto agree to provide promptly the other with any other information required to complete any of such applicable Tax forms. (b) Any payment made under Section 11.2 shall be treated as an adjustment to the Purchase Price unless a determination (as defined in any litigation or investigation, without the prior written consent Section 1313 of the other Code) with respect to the Indemnified Party (which consent, in causes any such payment not to constitute an adjustment to the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable LawPurchase Price for federal income Tax purposes. In the event that of an adjustment to the Purchase Price as a result of a payment made under Section 11.2, Buyer and the Sellers’ Representative shall amend the Allocation is disputed by Schedule consistent with the items to which such payment relates or, if such payment does not relate to any Taxing Authorityspecific item, on a pro rata basis based upon the Party receiving notice of percentage allocations to each asset category as set forth in the dispute Allocation Schedule. The Allocation Schedule, as the same may be amended in accordance with this Section 2.5(b) shall, for federal and state income Tax purposes, be binding on the Sellers, Buyer and the Company. Sellers, Buyer and the Company will file their respective Tax Returns in accordance with such Allocation Schedule and shall promptly notify not take any position inconsistent with such Allocation Schedule, unless the Sellers’ Representative or Buyer, as the case may be, reasonably determines (and notifies the other Party in writing of parties to this Agreement) that such notice and resolution of the disputeallocation is contrary to applicable Law.

Purchase Price Allocation. The Parties agree that the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the Company Assets. Seller shall prepare, and deliver to Buyer, more than thirty (a30) The days before Closing, an allocation of the Purchase Price and other relevant items for Tax purposes shall be allocated assumed obligations among the Purchased Company Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations regulations promulgated thereunderthereunder (the “Allocation”). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty have twenty (6020) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of from the receipt of such draft of the Allocation or any objection by Sellers update thereto to the draft allocation. To the extent that any such objection is received, the Buyer review and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding comment on the Parties. (b) Each Allocation, after which Seller and Buyer shall reasonably agree on such Allocation by the time of the Closing. Seller shall use commercially reasonable efforts to act update the Allocation in accordance a manner consistent with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code following any adjustments to the Purchase Price pursuant to this Agreement. Seller shall provide Buyer with any such updated Allocation, and Buyer shall have thirty (30) days from the receipt of the Allocation or any provisions of update thereto to review and comment on such adjustments to the Allocation, after which Seller and Buyer shall reasonably agree on such adjustments. Disputes under this Section 2.8 shall be resolved under the procedures described in Section 2.7(b). Seller and Buyer shall report consistently with the Allocation in all Tax Returns, including IRS Form 8594, which Seller and Buyer shall timely file with the IRS, and neither Seller nor Buyer shall take any comparable Lawposition in any return that is inconsistent with the Allocation, as adjusted, in each case, unless otherwise required to do so by a change in Law after the date hereof, or a final “determination,” determination as defined in Section 1313(a) 1313 of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. Buyer shall provide to Sellers a statement (athe “Allocation”) The allocating the Purchase Price and any other relevant items that are treated as additional consideration for Tax purposes shall be allocated among the Purchased Assets, as if all the Assets were acquired in taxable transactions, in accordance with the principles set forth in Section section 1060 of the Code (and Code, the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance thereunder and consistent with the aforementioned principles and provide a copy to Parent no later than sixty methodology in Schedule 7.06(c) within ninety (6090) calendar days after the Closing Date. Parent Such allocation shall inform Buyer in writing within become conclusive and binding on the Parties fifteen (15) calendar days of the receipt of such draft of any objection after timely delivery by Buyer unless Sellers object in writing to the draft allocationAllocation. To the extent that any such objection is receivedIf Sellers object, the Buyer and Sellers Parties shall attempt in good faith use commercially reasonable efforts to resolve any dispute. If Buyer and Sellers are unable to reach such agreement disputes within fifteen (15) days after Buyer’s receipt of written notice of Sellers’ objection. Any unresolved disputes shall be submitted to the Referee or an accounting firm selected pursuant to the procedures in Section 2.06(d) (the “Accounting Firm”). The resolution of the dispute by the Accounting Firm shall be conclusive and binding on all Parties and the Allocation shall be updated to reflect such resolution. Sellers and Buyer shall use commercially reasonable efforts to update the Allocation in a manner consistent with section 1060 of such noticethe Code and the methodology in Schedule 7.06(c) following any adjustment to the Purchase Price pursuant to this Agreement. For the avoidance of doubt, the disputed items Parties shall cooperate in determining the portion of the Purchase Price allocable to the Assets that are subject to a Transfer Tax prior to the due date of the Tax Return required to be filed in connection with such Transfer Taxes; provided, that if the Parties do not agree with respect to such determination, such matter shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price process outlined in this Section 7.06(c); provided, further, that in the event of a dispute with respect to such a determination that is not resolved prior to the due date of the applicable Tax Return, such Tax Return shall be filed utilizing an allocation determined by Buyer and such Tax Return shall be amended if the Allocation is subsequently adjusted pursuant to the procedures described above. Sellers and Buyer shall, and shall cause their Affiliates to, report consistently with the Allocation, as adjusted in accordance with Section 2.6(a) if applicableadjusted, in any all Tax ReturnReturns, including IRS Form 8594, which Buyer and Sellers shall file with the Internal Revenue Service or any forms or reports other Governmental Authority and neither Sellers nor Buyer shall take any position in any such Tax Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required do so by a change in Law after the date hereof, or a final “determination,” as defined in Section section 1313(a) of the Code. Sellers and Buyer and agree to promptly advise each Seller shall cooperate in other regarding the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination existence of any Tax Returntax audit, in any refund claim, controversy or in any litigation or investigation, without related to the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeAllocation.

Purchase Price Allocation. Purchaser shall, within forty five (a45) The days after the Closing Date, prepare and deliver to Sellers a schedule (the "Allocation Schedule") reasonably allocating the Purchase Price and other relevant items for Tax purposes shall be allocated the Assumed Liabilities among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder)thereunder or any successor provisions. Buyer shall prepare a draft allocation statement in accordance with Sellers will have the aforementioned principles and provide a copy right to Parent no later than sixty raise reasonable objections to the Allocation Schedule within thirty (6030) calendar days after the Closing Date. Parent shall inform Buyer their receipt thereof, in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer which event Purchaser and Sellers shall attempt will negotiate in good faith to resolve any disputesuch objections. If Buyer Purchaser and Sellers are unable cannot mutually resolve Sellers' reasonable objections to reach such agreement the Allocation Schedule within fifteen twenty (1520) days after Purchaser's receipt by Buyer of such noticeobjections, the disputed items such dispute shall be resolved presented to the Referee for a decision that shall be rendered by a nationally recognized such accounting firm that is mutually acceptable to Buyer within thirty (30) calendar days thereafter and shall be final and binding upon each of the parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Purchaser, on the one hand, and Sellers, on the other hand. Purchaser and Sellers each shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the “Independent Accountant”)Allocation Schedule, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen take no position with respect to Taxes contrary thereto or inconsistent therewith (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, including in any Tax Return, including audits or examinations by any forms or reports required to be filed pursuant to Section 1060 of the Code taxing authority or any provisions of any comparable Law, unless otherwise required other proceedings) with respect to the transactions contemplated by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Codethis Agreement. Buyer Purchaser and each Seller Sellers shall cooperate in the preparation filing of any forms (including Form 8594) with respect to such Tax Returns and file allocation, including any amendments to such forms as required by applicable Law. Neither Buyer nor with respect to any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed adjustment to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by Price, pursuant to this Agreement. Notwithstanding any Taxing Authorityother provisions of this Agreement, the Party receiving notice provisions of this Article XI shall survive the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeClosing without limitation.

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code Within ninety (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (6090) calendar days after the Closing Date, Buyer shall provide to Seller a draft Purchase Price allocation (the "Purchase Price Allocation"). Parent Seller shall inform propose to Buyer any changes in writing the draft Purchase Price Allocation within fifteen (15) calendar 30 days of the receipt of thereof. In the event that no such draft of any objection by Sellers changes are proposed in writing to Buyer within such time, Seller shall be deemed to have agreed to the draft allocationPurchase Price Allocation. To the extent that If any such objection is receivedchanges are proposed, the Seller and Buyer and Sellers shall attempt negotiate in good faith and shall use their reasonable efforts to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, agree upon the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “final Purchase Price Allocation”) . Notwithstanding the foregoing, if Seller and Buyer cannot agree upon a Purchase Price Allocation, Seller and Buyer covenant and agree to file, and cause their respective Affiliates to file, all Tax Returns consistent with each of Seller's and Buyer's good faith allocations, unless otherwise required by law. For purposes of this subsection 10.7(a), the Purchase Price Allocation shall be binding on done in a manner consistent with section 1060 of the PartiesCode and the Treasury regulations promulgated thereunder. (b) Each If Seller and Buyer reach an agreement on the Purchase Price Allocation as provided above, Seller and Buyer agree to act in accordance with the such Purchase Price AllocationAllocation for all purposes, as adjusted in accordance with Section 2.6(a) if applicable, in including for purposes of any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless . Except as otherwise required by a change in Law after the date hereof, Governmental Authority or by a final “Taxing authority pursuant to a "determination,” " as defined in Section 1313(a) of the Code. Code (or any comparable provision of state, local or foreign law) or the execution of an IRS Form 870-AD, Seller and Buyer agree to report the transactions contemplated by this Agreement in a manner consistent with such Purchase Price Allocation, and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor agree not to take any Seller shall take a position inconsistent therewith upon examination of on any Tax ReturnReturn inconsistent therewith, and to conduct any audit, Tax proceeding or Tax litigation relating thereto in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party a manner consistent with such Purchase Price Allocation. (which consent, in the case of the Sellers, will c) The Purchase Price Allocation shall be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that adjusted if the Purchase Price Allocation is disputed by adjusted under any Taxing Authority, the Party receiving notice provision of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputethis Agreement.

Purchase Price Allocation. (a) The Within 60 days after the date hereof, Buyer shall provide to Seller a draft Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance allocation intended to comply with the principles set forth in requirements of Section 1060 of the Code (and which shall include allocations for the Treasury Regulations promulgated thereunder)Noncompetition Agreement and any other agreements described in line 6 of Internal Revenue Service Form 8594) (the "Purchase Price Allocation") for Seller's consent, not to be unreasonably withheld. If Seller does not consent to the draft Purchase Price Allocation, Seller shall propose to Buyer shall prepare a any changes in the draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing Purchase Price Allocation within fifteen (15) calendar 60 days of the receipt of thereof. In the event that no such draft of any objection by Sellers changes are proposed in writing to Buyer within such time, Seller shall be deemed to have agreed to the draft allocationPurchase Price Allocation. To the extent that If any such objection is receivedchanges are proposed, the Buyer and Sellers Seller shall attempt negotiate in good faith and shall use their best efforts to resolve any disputeagree upon the Purchase Price Allocation. If In the event that Buyer and Sellers Seller are unable to reach such an agreement within fifteen (15) 180 days after receipt by Buyer of such noticethe Closing Date, then the disputed items shall be resolved within the next 30 days by an independent accounting firm, or a nationally recognized accounting firm valuation firm, in each case, that is mutually acceptable to Buyer both parties and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, whose fees and expenses of the Independent Accountant shall be borne equally by Buyer and SellersSeller. The allocation as determined by agreement of the Parties or Such determination by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) accounting or valuation firm shall be binding on the Parties. parties and shall be based solely upon written submissions by Buyer and Seller, and not upon any independent investigation by the accounting or valuation firm. If the parties have not reached an agreement with respect to the Purchase Price Allocation and the accounting or valuation firm has not reached a determination with respect to the disputed items by the latest date (btaking into account all permissible extensions) Each Seller on which one of the parties to this Agreement is required to file a Tax Return for which the Purchase Price Allocation is needed or relevant, such party shall be entitled to file such Tax Return and Buyer agree take any reasonable position with respect to act in accordance with the allocation of the purchase price; provided however, that upon final agreement regarding the Purchase Price Allocation, as adjusted in accordance such party shall, if necessary to be consistent with Section 2.6(a) if applicablethe final agreed-upon Purchase Price Allocation, in any file an amended Tax Return (or make a hold-for-audit adjustment to the Tax Return, including any forms or reports required ) to be filed pursuant to Section 1060 of reflect the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeAllocation.

Purchase Price Allocation. (a) The Purchase Price Final Closing Aggregate Consideration (plus any assumed liabilities and other relevant items required to be taken into account for Tax purposes such purpose) shall be allocated among the Purchased Assets Shares and the assets of the Group Companies in accordance with the principles set forth in Section of Sections 1060 and 338 of the Code (and the Treasury Regulations promulgated thereunderthereunder and this Section 10.4 (the “Allocation”). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty . (60b) calendar Within 60 days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days determination of the receipt of such Final Closing Aggregate Consideration, Seller shall deliver to Purchaser a draft of any objection by Sellers the Allocation (the “Draft Allocation”), together with supporting documentation, to allow Purchaser to review and comment on the draft allocationDraft Allocation. To Purchaser shall review the extent Draft Allocation and provide Seller with comments within 40 days after the date that any such objection is received, Purchaser received the Buyer and Sellers Draft Allocation. Seller shall attempt consider in good faith all of Purchaser’s reasonable comments to resolve any disputethe Draft Allocation. (c) Unless Purchaser objects to the Draft Allocation within the 40 days after the date that Purchaser received the Draft Allocation, the Draft Allocation shall be binding on the Parties without further adjustment, absent fraud or mathematical error (the “Final Allocation”). If Buyer and Sellers are unable Purchaser objects to reach such agreement the Draft Allocation within fifteen (15) the 40 days after receipt by Buyer of such noticereceiving the Draft Allocation, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees Section 10.5 and expenses of the Independent Accountant resulting allocation shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of become the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Final Allocation”) shall be binding on the Parties. (bd) Each Purchaser, Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms Group Companies shall file or reports required cause to be filed all Tax Returns in a manner consistent with the Final Allocation and shall not make any inconsistent statement or adjustment on any Tax Return or during the course of any Tax-related matter, or otherwise take any Tax position inconsistent with the Final Allocation, unless required to do so pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in within the meaning of Section 1313(a) of the Code. Buyer Code (or any analogous provision of state, local or foreign Law); provided that no such determination shall have any effect on the Final Closing Aggregate Consideration and each the Parties hereby agree that no adjustment shall be made to any such payment. (e) If the Final Closing Aggregate Consideration is adjusted pursuant to this Agreement, the Final Allocation shall be adjusted as appropriate and Purchaser and Seller shall cooperate in the preparation of good faith in making any such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeadjustments.

Purchase Price Allocation. (a) The Purchase Price Price, Assumed Liabilities and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth their fair market values as reasonably determined by Buyer and Seller in accordance with Section 1060 of the Code (and the Treasury Regulations promulgated thereunderthereunder (the “Allocation”). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than shall, within sixty (60) calendar days after following the Closing DateClosing, initially prepare and deliver to Seller for its review and approval (i) the Allocation and (ii) a draft Internal Revenue Service Form 8594, Asset Acquisition Statement under Code Section 1060 (and any comparable forms required to be filed under state, local or foreign Tax Law) and any additional data or materials required to be attached to Form 8594 pursuant to the Treasury Regulations promulgated under Code Section 1060 (the “Asset Allocation Statement”). Parent shall inform If Seller does not timely notify Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocationAsset Allocation Statement, then it shall be deemed agreed to by Seller and the Asset Allocation Statement shall be conclusive and binding upon the Parties. To In the extent that any event Seller reasonably objects to the manner in which the Asset Allocation Statement has been prepared, Seller shall notify Buyer within twenty-one (21) days of receipt of the Asset Allocation Statement of such objection is receivedobjection, and the Buyer and Sellers Parties shall attempt endeavor in good faith to resolve any disputesuch dispute within the next five (5) days. If Buyer and Sellers the Parties are unable to reach resolve such agreement dispute within fifteen said five (155) days after receipt by day period, Buyer of and Seller shall submit such notice, the disputed items shall be resolved by a nationally dispute to Ernst & Young LLP or another nationally-recognized independent accounting firm that is or consulting firm mutually acceptable to Buyer and Sellers the Parties (the “Independent Accountant”). Promptly, and any determination by but not later than ten (10) days after its acceptance of appointment hereunder, the Independent Accountant shall determine (based solely on representations of Buyer and Seller and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the Asset Allocation Statement shall be finalconclusive and binding upon the Parties. The Independent Accountant shall resolve any disputed items within fifteen Fifty percent (1550%) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees costs and expenses of the Independent Accountant shall be borne equally by Buyer Buyer, and Sellersthe remainder of such costs and expenses shall be borne by Seller. The allocation Parties agree (A) to file the final Asset Allocation Statement as determined by agreement of the Parties well as any similar state or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance local form consistently with the Purchase Price Allocation, in each case as adjusted in accordance with Section 2.6(aagreed, and (B) if applicable, in that neither Seller nor Buyer or any of their respective Affiliates or direct or indirect owners shall take a position on any Tax Return, including or before any forms or reports required to be filed pursuant to Section 1060 of Governmental Authority in connection with the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any a Tax Return, in any refund claim, Return or in any litigation or investigationjudicial proceeding, without that is in any manner inconsistent with the prior written consent terms of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent)Allocation, except as required by applicable Law. In recognition of the event aggregate capital expenditures that have been incurred by Seller associated with the Purchase Price Allocation is disputed by any Taxing Authoritytangible property included within the existing Sherwood Gas Gathering and Compression System, the Party receiving notice of Parties agree that in no event will the dispute shall promptly notify value allocated to the other Party in writing of such notice existing Sherwood Gas Gathering and resolution of the disputeCompression System be less than $160,000,000.

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent Seller no later than sixty (60) calendar days after the Closing Date. Parent Seller shall inform Buyer in writing within fifteen thirty (1530) calendar days of the receipt of such draft of any objection by Sellers Seller has to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers Seller shall attempt in good faith to resolve any dispute. If Buyer and Sellers Seller are unable to reach such agreement within fifteen thirty (1530) days after receipt by Buyer of such noticenotice (or such longer period as may be mutually agreed), the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers Seller (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen thirty (1530) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and SellersSeller. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) ), shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted and finally determined in accordance with Section 2.6(a) if applicable, in any income Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the CodeCode or similar final resolution under applicable state, local or other Tax Law. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent)Party, except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) The Purchase Price paid to RAHI and other relevant items for Tax purposes paid to RASL shall be allocated among the Purchased Assets assets of any Target Company treated as a disregarded entity for U.S. federal income tax purposes, and among the assets of any Target Subsidiary with respect to which a 338(h)(10) election has been made, as reasonably determined by Buyer and consented to by Parent, such consent not to be unreasonably withheld, in accordance with the principles set forth in Section Sections 338 and 1060 of the Code and any comparable provisions of state, local or foreign law, as appropriate. Such allocations shall be set forth on a schedule to be prepared by the Buyer and delivered to Parent within 90 days after the determination of the Purchase Price pursuant to Section 2.9(b). Parent shall have 20 days following delivery of the allocations schedule to him to give written notice to Buyer (which notice shall contain reasonable supporting details) that Parent disputes the allocations set forth on such schedule. If Parent does not respond to Buyer within 20 days following delivery of the allocation schedule, Parent shall be deemed to have consented to the allocation set forth on such schedule. With respect to any items to be included on the allocations schedule as to which the Buyer and Parent are unable to agree, the Treasury Regulations promulgated thereunder)allocations proposed by the Buyer shall be reflected on the allocations schedule provided that the Neutral Accountant determines that such allocation is reasonable. Buyer shall prepare a draft allocation statement in accordance with pay one half of the aforementioned principles cost of any review by the Neutral Accountant under this Section 10.8(d) and provide a copy to Parent no later than sixty (60) calendar days after shall bear the Closing Dateother half of such cost. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the and its Affiliates and Buyer and Sellers its Affiliates shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such file all Tax Returns (including amended returns and file claims for refund) consistent with such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeallocation.

Purchase Price Allocation. (a) The Base Purchase Price and other relevant items for Tax purposes shall be allocated among to the Purchased Transferred Assets and to the Transferred Equity Interests in accordance with Annex B (the “First Level-Allocation”) and shall be adjusted in accordance with the principles methodology set forth on Annex B for the apportionment of any adjustments to the Base Purchase Price under Section 1.10 (such allocation, as adjusted, the “Adjusted First-Level Allocation”). (b) Not later than ten (10) days after the final determination of the Final Statement (but in no event later than (30) days prior to the due date for the filing of IRS Forms 8023 with respect to the Transferred Entities in respect of which Section 338(h)(10) Elections as contemplated by Section 7.07(d) shall be made), the Purchaser shall provide the Seller with the Adjusted First-Level Allocation to the SWH Holdings Base Purchase Price (such allocation, the “Adjusted SWH Holdings Allocation”) and the AlphaCare Base Purchase Price (such allocation, the “Adjusted AlphaCare Allocation”) and a further allocation of the remainder of the Adjusted First-Level Allocation (plus the Assumed Liabilities and other relevant amounts to the extent treated as consideration for U.S. federal income tax purposes) (i) among the Transferred Assets, in accordance with Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with , (ii) among the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days assets of the receipt Transferred Entities in respect of such draft of any objection which Section 338(h)(10) Elections as contemplated by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”Section 7.07(d) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocationmade, as adjusted in accordance with Section 2.6(a338 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as applicable) if applicableand (iii) among the assets of The Management Group, LLC and MCC of Virginia, in any Tax Return, including any forms or reports required to be filed pursuant to accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or any provisions of any comparable foreign Law, unless as applicable) (the allocations in clauses (i), (ii) and (iii), collectively, the “Adjusted Non-SWH Allocation”). (c) The Seller shall have the right to review and comment on the Adjusted SWH Holdings Allocation, the Adjusted AlphaCare Allocation and the Adjusted Non-SWH Allocation (collectively, the “Adjusted Allocations”), and the Purchaser shall consider any reasonable comments of the Seller in good faith received within ten (10) days of the Seller’s receipt of the draft Adjusted Allocations. If the Parties are unable to resolve any dispute regarding the Adjusted Allocations within five (5) days after the Seller provides its comments, the Purchaser and the Seller shall each report the allocation of the Purchase Price in accordance with its own separate determination; provided, that, if the dispute relates only to the Adjusted Non-SWH Allocation, the Parties shall report consistently with the agreed Adjusted SWH Holdings Allocation and the agreed Adjusted AlphaCare Allocation. (d) All Tax Returns (including IRS Forms 8594) filed by the Purchaser and the Seller shall be prepared and filed consistently with this Section 1.07. Neither the Seller nor the Purchaser shall, nor shall they permit their respective Affiliates to, file any Tax Return or other document with, or make any statement or declaration to, any Taxing Authority that is inconsistent with this Section 1.07, except in each case as otherwise required by a change in Law after final determination within the date hereof, or a final “determination,” as defined in meaning of Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) The parties acknowledge and agree that the Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Transferred Assets in accordance with Schedule 1060 of the principles Internal Revenue Code of 1986, as amended (the "Code") and as set forth in Section 1060 a written notice to the Seller promptly after the final determination of the Code Financial Statements (and the Treasury Regulations promulgated thereunder"Allocation Notice"). Buyer The parties shall prepare a draft not take any position for purposes of Federal, state or local income taxes respecting the allocation statement in accordance of the Purchase Price which is inconsistent with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer allocation set forth in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the PartiesAllocation Notice. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price AllocationIf, as adjusted a result of any allocation in accordance with Section 2.6(a) if applicablethe Allocation Notice, in any Tax ReturnSeller is required, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) 1245 of the Code, to recapture depreciation taken by Seller with respect to depreciable assets included in the Transferred Assets, Buyer shall indemnify, and hold Seller harmless, on an after-tax basis, for the difference between the tax incurred by Seller with respect to the amount of such depreciation recapture on such assets at the ordinary income rate and the amount of such tax Seller would have incurred had such depreciation recapture amount been taxed at the long term capital gains rate, together with any interest or penalties thereon incurred by Seller as a result of (i) Buyer's failure to promptly pay to Seller amounts due pursuant to this Section 1.10 or (ii) any tax audit related to the proper characterization of such allocation. (c) Seller may claim any amounts pursuant to this Section 1.10 at any time within fifteen days from delivery of the Allocation Notice by delivery of written notice ("Adjustment Notice") to Buyer setting forth a reasonably detailed calculation of the amount claimed, together with a copy of Seller's tax returns on which such recapture income is reported. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent have fifteen days from delivery of the other Party (which consent, Adjustment Notice to raise any objection thereto by delivery of written notice setting forth such objections in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Lawreasonable detail. In the event that the Purchase Price Allocation is disputed by any Taxing AuthorityBuyer shall fail to deliver such written objections with such period, the Party receiving notice of calculation set forth in the dispute Adjustment Notice shall be deemed final and binding on the parties (unless the Internal Revenue Service, pursuant to a tax audit, shall reallocate any allocation in the Allocation Notice) and Buyer shall thereupon promptly pay to Seller the amount set forth in the Adjustment Notice as directed therein. In the event that any such objections are delivered, Buyer and the Seller shall attempt, in good faith, to resolve such objections and if unable to do so within fifteen days from the delivery thereof, shall promptly notify appoint a mutually acceptable independent certified public accountant (who shall be the other Party in writing Independent Accountant, if one has been designated pursuant to Section 1.7 above) whose determination with respect to such objection will be final and binding on the parties. The cost of any such notice accountant will be shared equally by Buyer and resolution of the disputeSeller.

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Specified Assets. Buyer shall prepare an allocation (“Allocation Statement”) of the Purchase Price among the Specified Assets in accordance with the principles set forth in Section 1060 of the Code and the applicable Treasury Regulations thereunder (and the Treasury Regulations promulgated thereunderany similar provision of state, local or foreign Law, as appropriate). Buyer shall prepare a draft allocation statement in accordance with deliver the aforementioned principles and provide a copy Allocation Statement to Parent the Seller no later than sixty (60) calendar days after following the Closing Date. Parent Seller shall inform notify Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers objections to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement Allocation Statement within fifteen (15) days after receipt by the Seller receives the Allocation Statement. If Seller does not notify Buyer of such noticeany objections to the Allocation Statement, within that fifteen (15) day period, the disputed items Allocation Statement shall be resolved construed as final. If Seller notifies Buyer of an objection to the Allocation Statement by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers the end of the fifteen (the “Independent Accountant”)15) day period, and any determination by the Independent Accountant shall be final. The Independent Accountant shall Seller and Buyer are unable to resolve any disputed items their differences within fifteen (15) days of having thereafter, then the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of disputed items on the Independent Accountant Allocation Statement shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be submitted to a mutually agreed upon nationally recognized independent certified public accounting firm (the “Purchase Price AllocationArbiter”) for resolution, with the costs of the Arbiter paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer, and the Arbiter shall be binding on the Parties. (b) Each Seller and Buyer agree instructed to act in accordance with the Purchase Price Allocation, deliver a finalized Allocation Statement as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” soon as defined in Section 1313(a) of the Codepossible. Buyer and each Seller and their respective affiliates shall cooperate in the preparation of such report, act and file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and file such forms as for all purposes consistent with the Allocation Statement. Neither Buyer, Seller or any of their affiliates shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the information set forth on the Allocation Statement, unless required to do so by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. The Purchaser and Seller agree to allocate the Total Consideration and the Company’s liabilities (a) The Purchase Price and other relevant items to the extent properly taken into account for Tax purposes shall be allocated purposes) among the Purchased Assets Company’s assets (excluding the Excluded Business) and the rights under the Restrictive Covenants in accordance with the principles set forth in Section 1060 of the Code (and the applicable Treasury Regulations promulgated thereunder)Regulations. Buyer Prior to the date of this Agreement, the Purchaser and Seller have agreed on the principles, assumptions and understandings to be used in preparing the proposed allocation report, which principles, assumptions and understandings are set forth on Schedule 1.2 hereto. A proposed allocation report shall prepare be completed by Purchaser in good faith and delivered to Seller by Purchaser no later than one hundred twenty (120) days following the Closing. Purchaser shall consider any good faith adjustments proposed by Seller to such proposed allocation report during a draft period of thirty (30) days from the delivery of Purchaser’s proposed allocation statement report. Purchaser and Seller shall endeavor in good faith to reach final agreement on the allocation report. Any disputed items in Purchaser’s proposed allocation report with respect to which Seller and Purchaser are unable to agree after good faith negotiation for a period of thirty (30) days from when Seller proposes an adjustment in accordance with this Section 1.2 shall be referred for timely resolution by the Impartial Accounting Firm in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Dateprocedures set forth in Section 3.2. Parent shall inform Buyer in writing within fifteen (15) calendar days The determination of the receipt of such draft of any objection by Sellers Impartial Accounting Firm with respect to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be conclusive and binding on Seller and Purchaser. If a Tax Return reflecting the transactions contemplated by this Agreement is required by Applicable Law to be filed or a payment made before the Impartial Accounting Firm has resolved by a nationally recognized accounting firm that is mutually acceptable the disputed items (taking into account valid extensions of time within which to Buyer and Sellers (file, which shall be sought to the “Independent Accountant”extent necessary to permit the resolution of disputed items), and any determination by the Independent Accountant Tax Return shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation filed or payment made as determined by agreement the filing party, and shall be amended if necessary to reflect the determination of the Parties Impartial Accounting Firm with respect to the disputed items. The proposed allocation report as agreed between Seller and Purchaser or as finally determined by the Independent Accountant, as the case may Impartial Accounting Firm shall be (the “Purchase Price Allocation”) shall be binding on the PartiesFinal Allocation Report. (b) Each ” Purchaser and Seller and Buyer agree to act in accordance with adjust the Purchase Price AllocationFinal Allocation Report as appropriate to reflect any payment of Holdback Amounts to Seller. After the Closing, as adjusted in accordance with Section 2.6(a) if applicable, the parties to this Agreement shall make consistent use of the Final Allocation Report for all Tax purposes and in any and all filings, Tax ReturnReturns, including any forms or declarations and reports required to be filed pursuant to under Section 1060 of the Code or Code. In any provisions Proceeding related to the determination of any comparable LawTax, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each neither Purchaser nor Seller shall cooperate in the preparation of contend or represent that such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputean incorrect allocation.

Purchase Price Allocation. The Buyer and the Seller acknowledge that, because the Company (aincluding, for the avoidance of doubt, each subsidiary of the Company) The is considered an entity disregarded as separate from the Seller for U.S. federal tax purposes, the Seller will be treated for U.S. federal tax purposes as selling to the Buyer all of the assets owned by the Company (including, for the avoidance of doubt, each subsidiary of the Company). For U.S. federal (and applicable state, local and non-U.S.) tax purposes, the Buyer and the Seller agree that the Closing Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets assets of the Company (and its subsidiaries) in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated issued thereunder). Buyer No later than ninety (90) days following the Closing Date, the Seller shall prepare a draft proposed allocation statement schedule (the “Initial Allocation Schedule”) and provide such Initial Allocation Schedule to the Buyer. The Buyer shall have the right, for thirty (30) days after such delivery, to review and object to the Initial Allocation Schedule. The Seller and the Buyer shall seek in good faith for thirty (30) days thereafter to resolve any disagreements between them with respect to the Initial Allocation Schedule. Any disagreements remaining after such thirty-day period shall be resolved by the Accountants in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer dispute resolution procedure set forth in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), Section 9.5 and any determination by the Independent Accountant Accountants with respect thereto shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees final and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and the Buyer agree absent manifest error (the allocation schedule, as so agreed upon by the parties and as so determined by the Accountants, the “Allocation Schedule”). The Allocation Schedule shall be amended to act reflect any adjustment, as required herein, to the consideration to be paid pursuant to this Agreement. The parties shall each report the U.S. 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 accordance a manner consistent with the Purchase Price Allocation, as adjusted in accordance Allocation Schedule and shall not take any inconsistent position with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required respect to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, Allocation Schedule unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeLaws.

Purchase Price Allocation. The Seller Representative (aon behalf of the Sellers) The and Buyer shall allocate (i) the Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets Securities, in accordance with the principles set forth Sellers’ Allocable Portions, and (ii) the portion of the Purchase Price (for Tax purposes) allocable to the Units (including any Liabilities assumed or taken subject to and treated as consideration for federal income Tax purposes) among the assets of Panadero Aggregates and, to the extent applicable, its Subsidiaries (the “Allocation Schedule”). The Allocation Schedule shall be reasonable and, with respect to the portion of the purchase price (for Tax purposes) allocated to the Units, shall be prepared in accordance with Section 751, Section 755 and Section 1060 of the Code (and the Treasury Regulations promulgated thereunder)thereunder and allocate such portion of the purchase price among the various classes of assets. Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles Within one-hundred and provide a copy to Parent no later than sixty twenty (60120) calendar days after of the Closing Date, the Seller Representative shall prepare and deliver to Buyer the Allocation Schedule for Buyer’s review and approval. Parent shall inform If, within thirty (30) days following the delivery of the Allocation Schedule, Buyer notifies the Seller Representative in writing within fifteen (15) calendar days of that Buyer disputes any calculation in the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedAllocation Schedule, the Buyer and Sellers the Seller Representative shall attempt cooperate in good faith to resolve any such dispute. If Further, the Seller Representative shall prepare and deliver to Buyer, from time to time, revised copies of the Allocation Schedule so as to report any matters that need updating, and Buyer and Sellers are unable the Seller Representative shall cooperate in good faith to agree on such revised Allocation Schedule. Should Buyer and the Seller Representative fail to reach such an agreement within fifteen thirty (1530) days after receipt by Buyer notifies the Seller Representative of such noticea dispute or delivery of a revised Allocation Schedule to Buyer, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant Seller Representative shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred bring all disputes relating to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such allocation to the Independent Accounting Firm for resolution, whose decisions shall be final and binding on the parties (and reflected on the Allocation Schedule) and whose expenses shall be paid equally by Buyer on one hand and the Seller Representative (on behalf of the Sellers) on the other. If the Independent Accounting Firm is unable to resolve such dispute prior to the filing of any Tax Return to which the Purchase Price allocation made pursuant to this Section 1.7 is relevant, the applicable Tax Return shall be filed in a manner consistent with the Allocation Schedule prepared by the Seller Representative in respect of such disputed matter, the filing of which shall not prejudice or otherwise control the Independent Accounting Firm’s resolution of such matter. All income Tax Returns and file such forms reports filed by Buyer and the Sellers shall be prepared consistently with the allocation as required by applicable Law. Neither Buyer nor set forth on the Allocation Schedule or, if applicable, any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent)update thereto, except as required upon a final determination by applicable Law. In the event that the Purchase Price Allocation is disputed by any a Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) The Prior to the Closing Date, Parent and Buyer shall agree on an allocation of the Estimated Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets Selling Entities, determined in accordance with the principles set forth on Section 6.05 of the Parent Disclosure Schedule (the “Preliminary Allocation” and such principles, the “Allocation Principles”); provided that if Parent and Buyer have not agreed on such an allocation prior to the date on which the Closing otherwise would occur, then (i) the failure to so agree shall not constitute the failure of any condition to be satisfied on the Closing Date, the Closing shall occur and, pending the Independent Accountant’s determination of the Preliminary Allocation as provided in the following clause (ii), any and all payments which otherwise would be made to or by, the Selling Entities pursuant to this Agreement shall instead be made to or by an Affiliate of Parent (which Affiliate shall be designated by Parent by written notice to Buyer) acting as agent of the Selling Entities (the “Selling Agent”), (ii) the matter shall be referred to the Independent Accountant for prompt determination (the costs of which shall be borne equally by Parent and Buyer, with each of Parent and Buyer paying its own costs and expenses), (iii) the Preliminary Allocation shall be the allocation as determined by the Independent Accountant and (iv) promptly following the Independent Accountant’s determination of the Preliminary Allocation, (A) the Selling Agent shall disburse to the appropriate Selling Entities any amounts received by it in its capacity as such and (B) the appropriate Selling Entities shall reimburse the Selling Agent for any amounts paid by the Selling Agent on their respective behalves. (b) Not later than 90 days after the Final Equity Value is determined pursuant to Section 2.11, VS Holdco shall deliver to Buyer and Parent a schedule allocating the Final Purchase Price and any other applicable amounts required for Tax purposes, among the assets of VS Holdco (and its Subsidiaries that are disregarded entities), in a manner consistent with the Preliminary Allocation, the Allocation Principles and applicable Tax law (such schedule, the “Allocation Schedule”). If Buyer or Parent disagree with any aspect of the Allocation Schedule, such party may, within 20 days after delivery of the Allocation Schedule, deliver a notice (the “Allocation Notice”) to VS Holdco and Buyer or Parent, as the case may be, to such effect, specifying those items as to which such party disagrees, the basis for such disagreement, and setting forth such party’s proposed allocation. If an Allocation Notice is duly and timely delivered, Parent, Buyer and VS Holdco shall, during the 20 days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts to determine the allocation of the Final Purchase Price and any other amounts properly included for Tax purposes. If Parent, Buyer and VS Holdco are unable to reach such agreement, they shall promptly thereafter jointly retain and cause the Independent Accountant (the costs of which shall be borne equally by Parent and Buyer with each of Parent and Buyer paying its own costs and expenses) to resolve any remaining disputes in a manner that is consistent with the Preliminary Allocation and the Allocation Principles. The allocation, as prepared by VS Holdco if no Allocation Notice has been given, as adjusted pursuant to any agreement between Parent, Buyer and VS Holdco, or as determined by the Independent Accountant, as applicable (the “Allocation”), shall be conclusive, final and binding on the parties. The Allocation Schedule, the Allocation Notice and the Allocation (and any adjustments thereto) each shall be prepared consistently with the Preliminary Allocation and in accordance with the Allocation Principles and Sections 751, 755 and 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (bc) Each Seller None of Parent, Buyer or VS Holdco shall (and Buyer agree to act in accordance they shall cause their respective Affiliates not to) take any position inconsistent with the Purchase Price Allocation, as adjusted Allocation on any Tax Return or in accordance with Section 2.6(a) if applicableany proceeding before any Governmental Authority, in any Tax Returneach case, including any forms or reports required except to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless extent otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) The To the extent permitted by applicable Law, Seller, on behalf of itself and the Equity Selling Entities and the Asset Selling Entities, and Purchaser, on behalf of itself and any Permitted Designee, have agreed to allocate the Final Aggregate Purchase Price Price, the amount of Assumed Liabilities and other relevant items for amounts among the Equity Interests (and to the extent required or permitted by applicable Tax purposes shall be allocated among Law, the underlying assets held by Conveyed Companies) and the Purchased Assets (and to the extent required or permitted by applicable Tax Law, the non-competition covenant contained in accordance Section 5.15 and any licenses acquired pursuant to this Agreement) (collectively, the “Section 2.10 Assets”), in a manner consistent with Sections 1060 and 338 of the principles Code (as applicable) (and any other applicable Tax Law) and the methodology set forth in Schedule B (the “Allocation Methodology”). Purchaser and Seller shall agree on a preliminary allocation of the Purchase Price, the Assumed Liabilities and other relevant amounts (the “Asset Allocation”) prior to the Closing Date among the Section 2.10 Assets, in a manner consistent with Sections 1060 and 338 of the Code (and any other applicable Tax Law), the Treasury Regulations promulgated thereunderAllocation Methodology and this Section 2.10 and based on the information available as of the Balance Sheet Date. Within ninety (90) Business Days after the Post-Closing Statement becomes final pursuant to Section 2.9(a)(ii). Buyer , Seller shall prepare deliver to Purchaser a draft allocation statement (the “Allocation”), allocating the Final Aggregate Purchase Price (plus Assumed Liabilities and other relevant amounts, to the extent properly taken into account under Sections 1060 and 338 of the Code (as applicable) (and any other applicable Tax Law)) among the Section 2.10 Assets in accordance with the aforementioned principles Sections 1060 and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days 338 of the receipt of such draft of Code (as applicable) (and any objection by Sellers other applicable Tax Law). Notwithstanding anything in this Agreement to the draft allocationcontrary, the parties agree that the Allocation will be consistent with the methodologies, policies and principles of the Allocation Methodology and the Asset Allocation; provided that the Allocation shall reflect any adjustments since the Balance Sheet Date. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required permitted by applicable Law. Neither Buyer nor , each of the Seller Entities on the one hand and Purchaser, the Permitted Designees and the Conveyed Companies on the other shall (i) be bound by the Allocation for purposes of determining any Seller shall Taxes; (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation (including Internal Revenue Service Form 8594) and (iii) take a no position inconsistent therewith upon examination of with the Allocation, and cause its Affiliates to take no position inconsistent with the Allocation, on any applicable Tax Return, in any refund claim, Return or in any litigation proceeding before any Taxing Authority or investigation, without the prior written consent of the other Party (which consentotherwise, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent)each case, except as otherwise required by applicable Lawpursuant to a Final Determination. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party (or its Affiliate) receiving notice of the dispute shall promptly notify the other Party hereto, and Seller and Purchaser agree to use their reasonable best efforts to defend such Allocation in writing any Contest. In the event that an adjustment to the Final Aggregate Purchase Price is made pursuant to this Agreement (including, for the avoidance of such notice and resolution doubt, any adjustment resulting from any actions pursuant to the Restructuring that occur after finalization of the disputePost-Closing Statement as provided in Section 5.20 or any change in the Equity Interests or the Purchased Assets or other Section 2.10 Assets among which the Final Aggregate Purchase Price is allocated pursuant to this Section 2.10 resulting from any actions pursuant to the Restructuring that occur after finalization of the Post-Closing Statement as provided in Section 5.20), Purchaser and Seller shall use their reasonable best efforts to mutually agree to an allocation of any such post-Closing adjustment in a manner consistent with the Allocation and this Section 2.10. For the avoidance of doubt, the Parties shall respect the Allocation agreed upon pursuant to this Section 2.10 with respect to the Purchased Assets sold by the Asset Selling Entities that are organized in the People’s Republic of China and for the sale of Equity Interests of the Chinese Entities and in no event shall the Parties adjust the Allocation with respect to such Purchased Assets or Equity Interests. (b) Seller and Purchaser shall each instruct their employees and Representatives to cooperate with, and promptly respond to all reasonable requests and inquiries of, the other, and to provide, upon execution of a customary access letter if required by Seller’s or Purchaser’s (as applicable) outside accountants, Purchaser and its Representatives or Seller and its Representatives (as applicable) with reasonable access, upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by the other to the extent such materials have been prepared and relate to the Allocation in any respect or questions concerning or disagreements with the Allocation. Purchaser shall notify Seller of any disagreement with the proposed Allocation within twenty (20) Business Days after Purchaser’s receipt of the proposed Allocation. If Seller and Purchaser fail to agree on the Allocation within 30 days after Seller’s receipt of Purchaser’s notice of disagreement (or if Seller and Purchaser fail to agree on the allocation of any post-Closing adjustment to the Final Aggregate Purchase Price), such matter shall be referred to the Arbiter for binding arbitration. Purchaser and Seller acknowledge and agree that the dispute resolution provisions set forth in Section 7.10 of this Agreement shall apply to any dispute addressed by this Section 2.10.

Purchase Price Allocation. (a) The Purchaser and Parent shall promptly and in good faith agree upon an allocation of the portions of the Purchase Price and other relevant items paid by Purchaser to Parent in respect of the Acquired Companies (the “Purchase Price Apportionment”); provided that the portion of the Purchase Price allocated to the US Entity shall not exceed Five Million Dollars ($5,000,000). The Parties agree that the portion of the Purchase Price (plus any assumed liabilities properly included in purchase price for Tax purposes U.S. federal income tax purposes) in respect of the Acquired Companies shall be allocated among the Purchased Assets in accordance with the principles set forth in rules under Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be thereunder (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer ). The Parties agree to act in accordance with the Purchase Price Allocation, Allocation as adjusted in accordance with determined pursuant to this Section 2.6(a) if applicable, 2.8 in any relevant Tax ReturnReturns or filings, including any forms or reports required to be filed pursuant to Section 1060 of the Code Code, the Treasury Regulations promulgated thereunder or any provisions of any comparable Lawlocal, unless otherwise required by a change in Law after the date hereofstate and foreign law, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall to cooperate in the preparation of any such Tax Returns forms and to file such forms as in the manner required by applicable Applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, Within thirty (30) days after the Closing Date (or at such time as otherwise mutually agreed to by the parties in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parentwriting), except as required by applicable Law. In the event that Purchaser shall prepare the Purchase Price Allocation is disputed and deliver it to Parent for review and approval. If Parent and Purchaser have not mutually agreed to the Purchase Price Allocation within sixty (60) days following Closing (or at such time as otherwise mutually agreed to by any Taxing Authoritythe parties in writing), the Party receiving notice matters in dispute between them shall be referred to the Neutral Auditor whose determination shall be final and binding upon the parties. Any subsequent adjustments to the Purchase Price shall be reflected in the Purchase Price Apportionment as an adjustment to the Purchase Price paid for the Company Interests or the U.S. Entity Interests, as applicable, to the extent the adjustment relates to the Company Interests or the U.S. Entity Interests, as applicable. To the extent subsequent adjustments are made to the portion of the dispute shall promptly notify the other Party Purchase Price in writing of such notice and resolution respect of the disputeU.S. Entity Interests, Parent shall make appropriate modifications to the Purchase Price Allocation to take into account such adjustments subject to review by Purchaser.

Purchase Price Allocation. Within ninety (a90) The Purchase Price days after the Closing Date, Buyer shall prepare and cause to be delivered to Seller a draft allocation of the consideration delivered pursuant to this Agreement (and all other relevant items for Tax purposes shall be allocated capitalized costs) among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunderissued thereunder (and any similar provision of state, local or other applicable law, as appropriate) (the “Draft Allocation Schedule”). Buyer shall prepare a draft allocation statement in accordance with will give Seller reasonable opportunity to review and comment on the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”)Draft Allocation Schedule, and any determination by the Independent Accountant shall final allocation will be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each mutually agreed between Seller and Buyer agree to act (such agreed allocation, the “Final Allocation Schedule”). Seller, Buyer and their respective Affiliates shall report and file any Tax Returns (including IRS Form 8594) in accordance all respects and for all purposes consistent with the Purchase Price AllocationFinal Allocation Schedule. Seller and Buyer shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as adjusted in accordance with Section 2.6(a) if applicablethe other Party shall reasonably request to prepare the Draft Allocation Schedule or Final Allocation Schedule. Neither Buyer nor Seller shall take any position (whether on any Tax Returns, in any Tax Returnproceeding, including any forms or reports otherwise) that is inconsistent with the Final Allocation Schedule, unless required to be filed pursuant do so by applicable Legal Requirements. If the Parties cannot agree on such allocation, the Parties shall use commercially reasonable efforts to Section 1060 resolve any disputes, but if a final resolution is not reached within thirty (30) days following the delivery of the Code or Draft Allocation Schedule to Buyer, notwithstanding any provisions of provision to the contrary contained in this Agreement, then the Independent Accounting Firm shall review the Parties’ proposed allocations and, acting as an expert and not as an arbitrator, shall as promptly as practicable (and in any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(aevent within thirty (30) days following submission of the Code. Buyer and each Seller shall cooperate in matter to the preparation Independent Accounting Firm for resolution) decide the proper allocation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, among the Party receiving notice Assets. Such decision of the dispute Independent Accounting Firm shall promptly notify be conclusive and binding as among the Parties, and the costs of such review shall be borne by Seller, on one hand, and Buyer, on the other Party hand, in writing proportion to the relevant dollar amount each of such notice and resolution of Seller’s proposed allocation, on the disputeone hand, or Buyer’s proposed allocation, on the other hand, has been modified.

Purchase Price Allocation. (ai) The Seller and Buyer shall allocate the Purchase Price and other relevant items among the Transferred Entities for all Tax purposes shall be allocated among the Purchased Assets in accordance with this Section 6.5(g). None of Seller or Buyer (nor any of their respective Affiliates) shall file any Tax Return or take a position with a Government Entity that is inconsistent with the principles set forth allocation as determined below (the “Allocation”), including any amendments, except (i) as provided in a “determination” (within the meaning of Section 1060 1313(a) of the Code or any similar state, local or foreign Tax provision) and (and ii) to the Treasury Regulations promulgated thereunder). extent required by applicable Law for the purposes of the United Kingdom stamp duty. (ii) Buyer shall prepare present a draft of the allocation statement in accordance with (the aforementioned principles and provide a copy “Proposed Allocation”) to Parent no later than sixty (60) calendar Seller for review within 100 days after the Closing Datedate hereof. Parent Except as provided in subparagraphs (A) and (B) below, at the close of business on the date of Closing, the Proposed Allocation shall inform become binding upon Buyer and Seller and shall be the Allocation. (A) Seller shall consent to the Proposed Allocation, or raise any objection to the Proposed Allocation, in writing within fifteen (15) calendar 30 days of the receipt delivery of the Proposed Allocation. If Seller presents an objection to any part of the Proposed Allocation within such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedtime period, the Buyer and Sellers Seller shall attempt negotiate in good faith to resolve any disputesuch objection within 30 days after delivery of any such objection by Seller. If, after consideration of such objections of Seller, Buyer and Seller reach written agreement amending the Proposed Allocation, the Proposed Allocation, as amended by such written agreement, shall become binding upon Buyer and Seller and their Affiliates and shall be the Allocation. (B) If Buyer and Sellers are unable Seller cannot resolve any objection raised by Seller with respect to reach such agreement the Proposed Allocation within fifteen the 30-day time limit set forth in paragraph (15) days after receipt by Buyer of such noticeA), the disputed items parties shall promptly submit the item to a mutually acceptable internationally recognized accounting or law firm for final resolution, such resolution to be reflected in the Allocation. (C) Subject to the foregoing paragraphs (A) and (B), the Cash Purchase Price, Buyer Common Stock and Buyer Series B Preferred Stock shall be resolved by allocated to each of the Transferred Entities in a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant manner consistent with a Schedule which shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally prepared by Buyer and Sellers. The allocation as determined by agreement furnished to Seller for Seller’s consent within 15 days following final resolution of the Parties or Allocation hereunder, such consent by the Independent Accountant, as the case may Seller not to be (the “Purchase Price Allocation”) shall be binding on the Partiesunreasonably withheld. (biii) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that there is any adjustment to the Purchase Price Price, Buyer shall revise the Allocation is disputed by to reflect any Taxing Authority, such adjustment using the Party receiving notice of same methodology as used in the dispute initial Allocation and shall promptly notify the other Party in writing present a draft of such notice revised Allocation to Seller for review; provided that the principles contained in paragraphs (ii)(A) and resolution (B) above (including the right of Seller to raise any reasonable objection to the disputeproposed revised Allocation) shall apply to such revised Allocation.

Purchase Price Allocation. (a) The Within 180 days after the Closing, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Allocation Statement”) setting forth its proposed calculation of the aggregate amount of the Purchase Price and other relevant items for Tax purposes shall to be allocated among the Purchased Assets assets of the Company and the proposed allocation of such aggregate amount among such assets. If within 30 days after Seller’s receipt of the draft Allocation Statement, Seller shall not have objected in writing to such draft Allocation Statement, the draft Allocation Statement shall become the Allocation Statement. In the event that Seller objects in writing within such 30-day period, Seller and Purchaser shall negotiate in good faith to resolve the dispute. If Seller and Purchaser are unable to reach an agreement within 30 days after Purchaser’s receipt of Seller’s written objection, the dispute shall be resolved and the Allocation Statement shall be determined by an independent, nationally recognized firm of accountants mutually selected by the parties. The Allocation Statement, as agreed upon by Purchaser and Seller and/or determined under this Section, shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the Allocation Statement, except that the parties shall each pay one-half (50%) of the fees and expenses of any accounting firm retained to resolve the allocation dispute. (b) The Allocation Statement will be prepared in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations rules and regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent ; provided that no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items amount shall be resolved by a nationally recognized accounting firm that is mutually acceptable allocated to Buyer and Sellers (the “Independent Accountant”)any non-compete, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costsnon-hire, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Partiesnon-solicitation covenant or agreement. (bc) Each Seller The parties hereto agree to report the allocation of the total consideration among the assets of the Company in a manner consistent with the Allocation Statement and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate Allocation Statement in the preparation and filing of such all Tax Returns (including filing Form 8594 with their respective Federal income tax returns for the taxable year that includes the Closing Date and file such any other forms as or statements required by the Code, treasury regulations, the Internal Revenue Service or any applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination state or local taxing authority) and in the course of any Tax Returnaudit, in Tax review or Tax litigation relating thereto; provided that neither Seller or any refund claim, of its Affiliates nor Purchaser or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, its Affiliates will be deemed obligated to be given by all Sellers upon consent litigate any challenge to such allocation of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by a taxing authority. (d) The parties will promptly inform one another of any challenge by any Taxing Authoritytaxing authority to any allocation made pursuant to this Section and agree to consult and keep one another informed with respect to the status of, the Party receiving notice of the dispute shall promptly notify the other Party in writing of and any discussion, proposal or submission with respect to, such notice and resolution of the disputechallenge.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (a90) The Purchase Price days after the Final Settlement Date, Buyers shall prepare and other relevant items deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for Tax purposes shall be allocated U.S. federal income tax purposes) among the Purchased Assets in accordance separate classes of assets of each of the Company Entities consistent with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local or foreign Law, as appropriate). Buyer If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall prepare a draft allocation statement notify Buyers in accordance with the aforementioned principles and provide a copy to Parent no later than sixty writing of such disputed items within thirty (6030) calendar days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocationparties). To the extent that any such objection is received, the Buyer Sellers and Sellers shall attempt in good faith Buyers are unable to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such noticedisputed items, the Parties shall jointly submit any remaining disputed items shall be resolved by a for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (agreed upon by the “Independent Accountant”)Parties in writing, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any instruct such accounting firm to render its decision with respect to such remaining disputed items within fifteen thirty (1530) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of having the item referred to it costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant this Section 2.3 shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Final Allocation”) .” The Final Allocation shall be binding on the Parties. Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (bincluding Internal Revenue Service Form 8594) Each Seller in all respects and Buyer agree to act in accordance for all purposes consistent with the Purchase Price AllocationFinal Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as adjusted in accordance with Section 2.6(a) if applicable, in to prevent any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereofParty from settling, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor require any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, Party to commence or participate in any litigation or investigation, without the prior written consent administrative process challenging any determination made by any Governmental Authority based upon or arising out of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeFinal Allocation.

Purchase Price Allocation. (ai) The Parties agree to allocate the Purchase Price among the Transferred Entities, and other relevant items with respect to each Transferred Entity among its assets, for all Tax purposes shall be allocated among the Purchased Assets in accordance with this Section 6.5(d). None of the principles set forth Seller Parties or the Buyer Parties (nor any of their respective Affiliates (including in the case of the Buyer Parties following the Closing, the Transferred Entities)) shall file any Tax Return or take a position with a Government Entity that is inconsistent with the allocation as determined below (the “Allocation”), including any amendments, except as provided in a “determination” (within the meaning of Section 1060 1313(a) of the Code or any similar state, local or foreign Tax provision). (and the Treasury Regulations promulgated thereunder). ii) Buyer Ultimate Parent shall prepare present a draft of the allocation statement in accordance with (the aforementioned principles and provide a copy “Proposed Allocation”) to Seller Parent no later than sixty (60) calendar for review within 90 days after the Closing Datedate hereof. Except as provided in subparagraphs (A) and (B) below, at the close of business on the date of Closing, the Proposed Allocation shall become binding upon the Parties and shall be the Allocation. (A) Seller Parent shall inform Buyer consent to the Proposed Allocation, or raise any objection to the Proposed Allocation, in writing within fifteen (15) calendar 30 days of the receipt delivery of the Proposed Allocation. If Seller Parent presents an objection to any part of the Proposed Allocation within such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedtime period, the Buyer Ultimate Parent and Sellers Seller Parent shall attempt negotiate in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement objection within fifteen (15) 30 days after receipt delivery of any such objection by Buyer Seller Parent. If, after consideration of such noticeobjections of Seller Parent, Buyer Ultimate Parent and Seller Parent reach written agreement amending the Proposed Allocation, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Proposed Allocation, as adjusted in accordance with Section 2.6(a) if applicableamended by such written agreement, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of shall become binding upon the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer Parties and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party their Affiliates (which consentincluding, in the case of the SellersBuyer Parties following the Closing, will the Transferred Entities) and shall be deemed the Allocation. (B) If Buyer Ultimate Parent and Seller Parent cannot resolve any objection raised by Seller Parent with respect to the Proposed Allocation within the 30-day time limit set forth in paragraph (A), the parties shall promptly submit the item to a mutually acceptable internationally recognized appraisal accounting or law firm for final resolution, such resolution to be given by all Sellers upon consent of Parentreflected in the Allocation. (C) Subject to the foregoing paragraphs (A) and (B), except as required by applicable Law. In the event that the Cash Purchase Price Allocation is disputed by any Taxing Authority, and the Party receiving notice Equity Consideration shall be allocated to each of the dispute Transferred Entities in a manner consistent with (A) foregoing paragraphs or (B) hereof, a Schedule which shall promptly notify the other Party in writing of such notice be prepared by Buyer Ultimate Parent and furnished to Seller Parent for Seller Parent’s consent within 15 days following final resolution of the disputeallocation hereunder, such consent by Seller Parent not to be unreasonably withheld.

Purchase Price Allocation. (a) The Parties agree that the Purchase Price and other relevant items for Tax purposes shall be allocated among assets of the Purchased Company and the Transferred Assets in accordance with the principles set forth in Section Sections 338 and 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any comparable provisions of any comparable Law, unless otherwise required by a change in state or local Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consentand, in the case of the Transferred Assets, in accordance with any applicable Canadian law) or any successor provision and the principles set forth in Schedule 5.7. The Purchasers shall deliver to Sellers within 90 days after the Closing Date an allocation of the Adjusted Purchase Price (and the associated liabilities and other relevant items) in accordance with the previous sentence (the “Asset Allocation Schedule”). To the extent that the Sellers object to any of the items on the Asset Allocation Schedule, the Sellers and the Purchasers shall resolve such disputed items in good faith. Within 30 days of receipt of the Asset Allocation Schedule, the Sellers shall give written notice to the Purchasers of any comments. The Purchasers, shall revise the Asset Allocation Schedule to reflect Sellers’ reasonable comments, will be deemed and shall not finalize the Asset Allocation Schedule without the Sellers’ prior consent, not to be given by unreasonably withheld, conditioned or delayed. Each of the Sellers and the Purchasers shall file all Sellers upon consent Tax Returns (including Internal Revenue Service Form 8883) and information reports in a manner consistent with the Asset Allocation Schedule, and shall take no position inconsistent with the Asset Allocation Schedule. The Parties shall cooperate with each other in timely preparing an amended Internal Revenue Form 8883 or any other applicable Tax Returns or information reports reflecting all adjustments to the Adjusted Purchase Price pursuant to this Agreement in a manner consistent with the Asset Allocation Schedule. The Parties confirm that no portion of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation allocated to the Transferred Assets is disputed being paid or allocated to a “restrictive covenant,” as that term is defined for the purposes of Section 56.4 of the Income Tax Act (Canada), as proposed by the Department of Finance Canada on October 24, 2012 (the “Legislative Proposals”) (or such similar provisions as may be finally enacted). If any portion of the Purchase Price allocated to the Transferred Assets is deemed by a Governmental Authority to be in respect of a “restrictive covenant,” then each Party agrees to execute and file any joint elections under Section 56.4 of the Income Tax Act (Canada) as per the Legislative Proposals (or such similar provisions as may be finally enacted) as may be requested by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing respect of such notice and resolution of any “restrictive covenants” given under this Agreement or in connection with the disputetransactions contemplated by this Agreement. The Parties shall make any similar provincial election, as applicable.

Purchase Price Allocation. (a) The Parties agree that the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the assets of the Company. On or prior to Closing, Seller shall provide to Buyer a schedule setting forth a proposal for an allocation of a portion of the Purchase Price and other relevant items for Tax purposes shall be allocated (including any assumed liabilities) among the Purchased classes of Company Assets on IRS Form 8594 in accordance with the principles set forth in Section 1060 of the Code (and the U.S. Treasury Regulations promulgated thereunderthereunder (the “Allocation”). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty If within thirty (6030) calendar days after the Closing Date. Parent shall inform Closing, Buyer notifies Seller in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers that Buyer objects to the draft allocation. To allocation set forth in the extent that any Allocation, identifying in such objection is receivedwriting Buyer’s detailed objections, the Buyer and Sellers Seller shall attempt in good faith use commercially reasonable efforts to resolve any dispute. If Buyer and Sellers are unable to reach such agreement dispute within fifteen (15) days after receipt by Buyer of such notice, thereafter. In the disputed items shall be resolved by a nationally recognized accounting firm event that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall Seller are unable to resolve any disputed items such dispute within such fifteen (15) days, Buyer and Seller shall submit such disputed items for resolution to a mutually agreed internationally recognized national investment banking or accounting firm (“Resolution Firm”); which shall, within thirty (30) days of having the item referred after submission, report to it pursuant to Buyer and Seller its determination on such procedures as it may requiredisputed allocations. The costsallocations determined by the Resolution Firm shall be conclusive and binding upon Buyer and Seller. Each of Buyer and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, fees except that all costs and expenses of the Independent Accountant Resolution Firm relating to the disputed allocations shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the PartiesSeller. (b) Each Seller and Buyer agree If an adjustment is made to act the Purchase Price pursuant to this Agreement, the Allocation shall be adjusted accordingly in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or and as mutually agreed by Buyer and Seller based solely on such adjustment. In the event that an agreement with respect to any provisions of adjustment is not reached within thirty (30) days after the Final Settlement Date, any comparable Lawdisputed items shall be resolved in the manner described in Section 2.10(a). (c) Seller and Buyer shall report consistently with the Allocation in all Tax Returns, including IRS Form 8594, which Seller and Buyer shall timely file with the IRS, and neither Seller nor Buyer shall take any position in any such return that is inconsistent with the Allocation, as adjusted, in each case, unless otherwise required to do so by a change in Law after the date hereof, or a final “determination,” determination as defined in Section 1313(a) 1313 of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without otherwise with the prior written consent of the other Party. Not later than ten (10) days prior to the filing of their respective IRS Forms 8594 relating to this transaction, each Party (which consent, in the case of the Sellers, will be deemed shall deliver to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing a copy of such notice and resolution of the disputeits IRS Form 8594.

Purchase Price Allocation. (a) The Purchase Price (and such other relevant items amounts as shall be treated as purchase price for Tax purposes U.S. federal income tax purposes) shall be allocated among the Purchased Assets assets and other rights acquired or obtained by Buyer in connection with the transactions described in this Agreement for all Tax purposes in accordance with their respective fair market values pursuant to an allocation schedule prepared by the principles set forth Buyer and delivered to the Seller as soon as reasonably practicable after the Closing, but not more than 60 days following the Closing, in accordance with Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent AccountantAllocation”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items Seller shall, within fifteen 10 Business Days after receipt of the Buyer’s determination of the Allocation, provide written notice to the Buyer as to the portions of the Allocation (15if any) days of having with which the item referred to it pursuant Seller has a disagreement, as well as Seller’s proposed revisions to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be portions (the “Purchase Price AllocationSeller Objection Notice”) ). If the Seller does not provide a Seller Objection Notice to the Buyer within such 10 Business Day period, the Allocation shall be final and binding on the Parties. (b) Each If the Seller does provide a Seller Objection Notice to the Buyer within such 10 Business Day period, then the portions of the Allocation that were not objected to by the Seller shall be considered final and binding on all Parties and the Parties shall make a good faith effort to resolve any disagreements regarding the portions of such Allocation that were objected to in the Seller Objection Notice, and if the Parties are unable to resolve their disagreements regarding such items within 30 days of delivery of such Seller Objection Notice, they shall jointly retain and refer their disagreements to a nationally recognized third party accounting firm reasonably selected by the Buyer (the “Independent Expert”). The Parties shall instruct the Independent Expert to promptly review the portions of the Allocation which are in dispute among the Parties pursuant to this Section 2.7 and to resolve such dispute as promptly as is practicable. The Parties shall reasonably cooperate and respond to any inquiries from the Independent Expert in connection with the Independent Expert’s review and analysis of the portions of the Allocation which are in dispute among the Parties. As promptly as practicable, but in no event later than 45 days after its retention, the Independent Expert shall deliver to the Buyer and the Seller a report that sets forth its resolution of the disputed items with respect to the Allocation, and such report of such items of the Allocation shall thereupon be final, binding and conclusive on the Parties; provided, however, that the Independent Expert may not assign a value to any item greater than the greatest value for such item claimed by the Buyer, on the one hand, and the Seller, on the other hand, nor less than the smallest value for such item claimed by the Buyer, on the one hand, and the Seller, on the other hand. The costs and expenses of the Independent Expert shall be allocated between the Buyer, on the one hand, and the Seller, on the other hand, based upon the percentage that the portion of the aggregate contested amount not awarded to each Party bears to the aggregate amount actually contested by such Party, as determined by the Independent Expert. The Parties agree to act execute, if requested by the Independent Expert, a reasonable engagement letter, including customary indemnities in accordance favor of the Independent Expert. (c) Except as may be required by otherwise by applicable law, each of the Parties will (i) file or cause to be filed all Tax Returns (including IRS Form 8594) in a manner consistent with the Allocation (as finalized pursuant to the provisions of this Section 2.7) and (ii) not take any action inconsistent therewith. Any adjustments to the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required subsequent to be filed pursuant to Section 1060 the initial delivery of the Code or any provisions of any comparable Law, unless otherwise required Allocation by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of Buyer to the Code. Buyer and each Seller shall cooperate be reflected in amendments to the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take Allocation in a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputemanner consistent with Treasury Regulation Section 1.1060-1.

Purchase Price Allocation. (a) The Seller and Purchaser shall allocate the Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets Assumed Liabilities in accordance with the principles set forth in manner required by Section 1060 of the Code (Code. In making such allocation, the fair market values of the Conveyed Assets will be determined in good faith by Seller and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent Purchaser no later than sixty ten (6010) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers prior to the draft allocation. To anticipated Closing Date based on an appraisal (the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith "Appraisal") to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt be performed by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting an independent appraisal firm that is mutually acceptable to Buyer Purchaser and Sellers (Buyer. The Appraisal shall value the “Independent Accountant”)Conveyed Assets in such a manner that New York State and Local Sales and Use Tax can be calculated at Closing. In addition, the Appraisal shall subdivide the Conveyed Assets into categories including, without limitation, telephone, internet, digital cable, analog cable, and any determination capital improvements as defined by the Independent Accountant shall be finalNew York Law Sec. 1101 (9)(i) and other tangible personal Conveyed Assets. The Independent Accountant Appraisal shall resolve individually value any disputed items within fifteen (15) days of having Conveyed Assets that are subject to New York State and Local Sales and Use Tax and shall determine the item referred to it pursuant to local jurisdiction in which such procedures as it may requireConveyed Assets are located for New York State and Local Sales and Use Tax purposes. The costsfirst $30,000 of the fees, fees costs and expenses of the Independent Accountant Appraisal shall be borne equally one-half by Buyer Seller and Sellersone-half by Purchaser, and Purchaser shall be solely responsible for all such fees, costs and expenses in excess of that amount. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be Purchaser (the “Purchase Price Allocation”and its independent accountants) shall be binding on afforded access to the Parties. books and records used in or applicable to the determination of the allocation; provided, that (bi) Each Seller shall not be required to disclose the contents of any income tax returns and Buyer agree (ii) Seller may redact such portions of any books and records that it deems confidential. Seller will provide to act in accordance Purchaser copies of Form 8594 and any required exhibits thereto, consistent with the Purchase Price Allocationallocations of this Section 2.5. The parties agree that, as adjusted in accordance with Section 2.6(a) if applicableto the extent required, in any all Tax Return, including any forms Returns or reports required other Tax information they may file or cause to be filed pursuant to Section 1060 of the Code or with any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer governmental entity shall be prepared and each Seller shall cooperate in the preparation of filed consistently with such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeallocation.

Purchase Price Allocation. (a) The Not later than 120 days after the Closing Date, the Buyer shall provide the Seller with a draft allocation of the Purchase Price (together with any liabilities treated as assumed, and other relevant items properly treated as purchase price, for U.S. federal income Tax purposes shall be allocated purposes) among the Purchased Assets acquired by the Buyer hereunder (the “Initial Allocation”), which shall be prepared in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with If the aforementioned principles and Seller does not provide a copy any written comments to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer Buyer’s proposed Initial Allocation in writing within fifteen (15) calendar 30 days after delivery of the receipt of such draft of any objection Initial Allocation, the Initial Allocation proposed by Sellers the Buyer shall be deemed to be agreed to by the Seller. If the Seller provides written comments to the draft allocation. To the extent that any Initial Allocation within such objection is received30 days, the Seller and the Buyer and Sellers shall attempt negotiate in good faith and shall use their commercially reasonable efforts to resolve any disputeagree upon the allocation of the Purchase Price. If Any dispute that cannot be resolved through negotiations between the Seller and the Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and SellersAccounting Firm in a manner consistent with Section 2.8(a). The allocation as determined by agreement of the Parties or Purchase Price among the Purchased Assets acquired by the Independent AccountantBuyer hereunder, as finally agreed to by the case may Buyer and the Seller or as otherwise determined pursuant to this Section 2.10, shall be (referred to as the “Purchase Price Final Allocation”) .” The Final Allocation shall be binding on the Parties. (b) Each Seller and the Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 and each of the Code Buyer and the Seller shall report the transactions contemplated hereby in manner consistent with such Final Allocation for U.S. federal income tax purposes and shall not take any position inconsistent therewith on any U.S. federal income tax Return or before any provisions of any comparable Law, taxing authority with respect to U.S. federal income taxes unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) The For all Tax purposes, the Purchase Price and other relevant items (plus any Assumed Liabilities that are treated as consideration for Tax purposes the Transferred Assets for federal income tax purposes) that is allocated to the Seller shall be allocated among the Purchased Transferred Assets that are transferred by the Seller pursuant to this Agreement in accordance a manner consistent with the principles set forth in Section 1060 of the Code (and the Treasury Regulations regulations promulgated thereunder). The Buyer shall prepare a draft be responsible for the preparation of an allocation statement in accordance with of the aforementioned principles and provide a copy Purchase Price among the Transferred Assets that are transferred to Parent no later than sixty the Buyer. Within ninety (6090) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer shall forward the proposed Purchase Price allocation and Sellers a draft IRS Form 8594 to the Seller for review and approval, which approval shall attempt in good faith not be unreasonably withheld, conditioned or delayed (such amount as finally determined pursuant to resolve any disputethis Section 2.10(a), the “Price Allocation”). If the Seller agrees in writing with the Price Allocation or fails to object in writing to the Price Allocation within twenty (20) Business Days following receipt thereof from the Buyer, the Price Allocation shall be conclusive and binding upon the Buyer and Sellers the Seller for all Tax purposes. If the parties are unable to reach such agreement within fifteen (15) days agree on the Price Allocation after receipt by Buyer of such noticegood faith consultation, the disputed items matters in dispute shall be resolved by a nationally recognized accounting firm that is mutually acceptable referred for resolution to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costsAccounting Firm, fees and expenses of the Independent Accountant which expense shall be borne equally by Buyer the Seller, on the one hand, and Sellersthe Buyer, on the other hand. The allocation Independent Accounting Firm shall resolve any disputed matters as determined by agreement of the Parties or by promptly as practicable, and the Independent Accountant, as the case may be (the “Purchase Price Allocation”) Accounting Firm’s decision with respect to any such matter shall be conclusive and binding on the PartiesBuyer, the Seller, and their respective Affiliates for applicable Tax purposes. (b) Each Seller and Buyer agree party agrees to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in timely file any Tax Return, including any forms or reports form required to be filed by applicable Law reflecting the Price Allocation (including IRS Form 8594). The Price Allocation made pursuant to this Section 1060 of shall be binding on the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each the Seller shall cooperate in the preparation of such for all Tax Returns and file such forms as required by applicable Lawreporting purposes. Neither the Buyer nor any the Seller shall take a any position inconsistent therewith upon examination of with the Price Allocation in connection with any Tax Return, in proceeding. If any refund claim, or in any litigation or investigation, without Governmental Authority disputes the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing AuthorityAllocation, the Party party receiving notice of the dispute shall promptly notify the other Party party hereto, and the parties shall cooperate in writing of good faith in responding to such notice and resolution dispute in order to preserve the effectiveness of the disputePrice Allocation. Not later than thirty (30) days prior to the filing of their respective IRS Forms 8594 relating to this transaction, each of the Buyer and the Seller shall deliver to the other party a copy of its IRS Form 8594. (c) Each of the Buyer and the Seller hereby agrees to revise the Purchase Price allocation to reflect any adjustment to the Purchase Price pursuant to Section 2.9 or Section 8.9 in accordance with Section 1060 of the Code and the Treasury regulations thereunder.

Purchase Price Allocation. (ai) The For all U.S. federal (and applicable state and local) Tax purposes, Sellers and Buyer shall and shall cause their respective Affiliates to allocate the Final Purchase Price and any other relevant amounts treated as consideration for such Tax purposes among the assets of the Acquired Companies deemed sold for U.S. federal Income Tax purposes. No later than one-hundred twenty (120) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.4, Buyer shall deliver to Sellers a proposed allocation of the Final Purchase Price and any other items that are treated as additional consideration for Tax purposes among the assets of the Acquired Companies deemed sold for U.S. federal Income Tax purposes, which allocation shall be allocated among the Purchased Assets determined in accordance a manner consistent with the principles set forth in Section Sections 338 (if applicable) and 1060 of the Code (and the Treasury Regulations promulgated thereunderthereunder (“Buyer’s Allocation”). Sellers may provide any comments on Buyer’s Allocation to Buyer within thirty (30) days after delivery of Buyer’s Allocation, and Buyer shall prepare a draft allocation statement consider in good faith and incorporate any reasonable comments timely received from Sellers in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Datethis Section 5.16(a)(i). Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedBuyer’s Allocation, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers as revised (the “Independent AccountantFinal Allocation”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees conclusive and expenses of the Independent Accountant shall be borne equally by binding on Buyer and Sellers. The allocation Final Allocation shall be adjusted, as determined by agreement necessary, to reflect any subsequent payments treated as adjustments to the purchase price pursuant to Section 5.16(f). Any such adjustment shall be allocated, consistent with this Section 5.16(a)(i), to the asset or assets of the Parties Acquired Entity or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the PartiesAcquired Entities to which such adjustment is attributable. (bii) Each Seller Sellers and Buyer agree shall not and shall cause their respective Affiliates not to act in accordance take any position inconsistent with the Purchase Price AllocationFinal Allocation on any Tax Return (including any of the Section 338(h)(10) Forms, as adjusted in accordance with Section 2.6(a) if applicable), in connection with any Tax ReturnProceeding or otherwise, including any forms or reports in each case, except to the extent otherwise required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in within the meaning of Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation Code (or any similar provision of such Tax Returns and file such forms as required by applicable state, local or foreign Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Final Allocation is disputed by any Taxing Authority, the Party party to this Agreement receiving notice of the such dispute shall promptly notify the other Party party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. Section 2.4 of the Seller Schedule sets forth an allocation of the Purchase Price to each country in which Assets or Subsidiary Stock will be transferred pursuant to this Agreement. No later than 10 Business Days prior to the Closing, Seller shall provide Buyer with a proposed final version of Section 2.4 of the Seller Schedule. Buyer and Seller shall then cooperate in good faith to finalize such Section 2.4 on or prior to the Closing. As soon as practicable following the Closing, but in no event later than 90 days prior to the date on which Internal Revenue Service Form 8594 (aor any similar form required by any foreign jurisdiction) The is due, Buyer will prepare, on a basis consistent with Section 2.4 of the Seller Schedule, an allocation schedule (the "ALLOCATION SCHEDULE") of the Purchase Price and other relevant items for Tax purposes shall be allocated Assumed Liabilities among the Purchased Assets in accordance (including classes of assets) and Subsidiary Stock along with the principles set forth in Section 1060 first draft of the Code Internal Revenue Service Form 8594 (and the Treasury Regulations promulgated thereunderany similar form required by any foreign jurisdiction). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty Within thirty (6030) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of Allocation Schedule and Form 8594 (and similar forms), Seller shall propose any objection by Sellers changes to the draft allocationsuch Allocation Schedule and Form 8594 (and similar forms) or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld. To the extent that any such objection is received, the Seller and Buyer and Sellers shall attempt endeavor in good faith to resolve any disputedifferences with respect to the Allocation Schedule and Form 8594 (and similar forms). If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocationcomputations and allocations contained in the Allocation Schedule, as adjusted in accordance with Section 2.6(a) if applicableafter giving effect to the foregoing procedures, in any Tax Return, relevant tax returns or filings (including any forms or reports required to be filed pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended (the "CODE"), the Treasury Regulations promulgated thereunder or any provisions of any comparable Lawlocal, unless otherwise required by a change in Law after the date hereofstate and foreign law ("1060 FORMS")), or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall to cooperate in the preparation of such Tax Returns any 1060 Forms and to file such forms as 1060 Forms in the manner required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputelaw.

Purchase Price Allocation. (a) The No later than 60 days after the Closing Date, Buyer shall deliver to Seller a proposed allocation of the Purchase Price and any other relevant items that are treated as additional consideration for Tax purposes as of the Closing Date among the assets of the Company and other appropriate items (“Buyer’s Allocation”). Buyer’s Allocation shall be determined in a manner consistent with the Section 1060 of the Code and the Treasury Regulations promulgated thereunder or applicable rules in the jurisdiction in which the relevant assets of the Company are located. If Seller disagrees with Buyer’s Allocation, Seller may, within 30 days after delivery of Buyer’s Allocation, deliver a notice (“Seller’s Allocation Notice”) to Buyer to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation. If Seller’s Allocation Notice is duly delivered, Buyer and Seller shall, during the 20 days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price. If Buyer and Seller are unable to reach such agreement, they shall promptly thereafter retain an independent accounting firm of recognized international standing that is not the auditor of either the Seller or the Buyer (the “Arbiter”) to resolve any remaining disputes. The allocations, as prepared by Buyer if no Seller’s Allocation Notice has been duly given pursuant to this Section 8.2, as adjusted pursuant to any agreement between Seller and Buyer or as determined by the Arbiter (the “Allocations”), shall be conclusive and binding on Parent, Seller and Buyer. Neither Buyer nor Parent or Seller shall (and each shall cause their respective Affiliates not to) take any position inconsistent with the Allocations on any Tax Return or in any Proceeding related to Tax, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign Applicable Law). Seller and Buyer shall file all Tax Returns consistent with the Allocations. Any subsequent adjustments to the Purchase Price or shall be allocated among the Purchased Assets assets of the Company in accordance a manner that is consistent with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the PartiesAllocations. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) The On or prior to the Closing Date, Seller shall prepare and deliver to Buyer an allocation schedule (the “Proposed Allocation Schedule”) setting forth that portion of the Purchase Price and other relevant items for Tax purposes shall to be allocated among the Purchased Assets in accordance with assets of the principles set forth in Target Companies pursuant to (and to the extent necessary to comply with) Section 1060 of the Code (and the applicable Treasury Regulations promulgated thereunder(or, if applicable, any similar provision under state, local or foreign law or regulation). Buyer will have thirty (30) Business Days following the Closing Date during which to notify Seller in writing (an “Allocation Notice”) of any changes or additions to the Proposed Allocation Schedule, setting forth in reasonable detail the basis of such changes or additions. In reviewing or revising the Proposed Allocation Schedule, Buyer shall prepare a draft allocation statement in accordance with be entitled to reasonable access to all relevant books, records and personnel of the aforementioned principles Target Companies and provide a copy their Representatives to Parent no later than sixty the extent Buyer reasonably requests such information and reasonable access to complete its review or revision of the Proposed Allocation Schedule. After Buyer submits an Allocation Notice, then (60A) calendar days for thirty (30) Business Days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of date Seller receives the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedAllocation Notice, the Buyer and Sellers shall attempt in good faith Seller will use their commercially reasonable efforts to resolve any dispute. If Buyer agree on the allocations (such agreed-upon Proposed Allocation Schedule to become the “Final Allocation Schedule”) and Sellers are unable to reach (B) failing such agreement within fifteen thirty (1530) days after receipt by Buyer Business Days of such notice, the disputed items matter will be resolved in accordance with Section 10.7(b). (b) Any amounts remaining in dispute at the conclusion of such thirty (30) Business Day period that were included in the Allocation Notice (the “Unresolved Allocation Changes”) shall be resolved by a nationally submitted to an independent, internationally recognized accounting firm that is mutually acceptable to jointly selected by Buyer and Sellers Seller (the “Independent AccountantExpert”). Seller and Buyer agree to execute, and any determination if requested by the Independent Accountant Expert, a reasonable engagement letter. Buyer and Seller will each deliver to the other and to the Expert a notice setting forth in reasonable detail their proposed allocations. The Expert shall act as an arbitrator to determine, based on the provisions of this Section 10.7(b) and the definitions referred to herein, only the Unresolved Allocation Changes. The Expert shall be instructed to determine its best estimate of the allocation schedule based on its determination of the Unresolved Allocation Changes and provide a written description of the basis for its determination of the allocations therein within forty-five (45) Business Days after the matter has been submitted to the Expert, which written determination shall be final, binding and conclusive. Each of the Parties shall furnish, at its own expense, the Expert and the other Party with such documents and other written information as the Expert may request. Each Party may also furnish to the Expert such other written information and documents as such Party deems relevant; provided, that copies of all such documents and materials shall be concurrently delivered to the other Party in the same manner as such materials are delivered to the Expert. The Independent Accountant Expert may, at its discretion, conduct one or more conferences with respect to the dispute between the Parties, at which conference each Party shall resolve any disputed items within fifteen (15) days of having have the item referred right to it pursuant present such additional documents, materials and other information and to be accompanied or represented by such procedures Representatives as it may requireeach Party shall choose in its sole discretion. The costs, fees and expenses of the Independent Accountant Expert shall be borne equally by Buyer Seller and Sellers. The Buyer, respectively, in inverse proportion to the degree that each prevails in the dispute, which proportionate allocation as shall also be determined by agreement the Expert. Each Party will bear the costs of the Parties or by the Independent Accountantits own counsel, as the case may be witnesses (the “Purchase Price Allocation”if any) shall be binding on the Partiesand employees. (bc) Each Seller and Buyer The Parties agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Final Allocation Schedule for all Tax Return, purposes (including any forms or reports required to be filed pursuant to Section 1060 for purposes of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination filing of any Tax Return). (d) The dispute resolution provisions of this Section 10.7 shall not apply to, in any refund claim, or in any litigation or investigation, without and the prior written consent scope of the other Party (which consentExpert’s authority herein shall not extend to, in the case any dispute of the SellersParties relating to the interpretation, will be deemed to be given by all Sellers upon consent breach or enforcement of Parent)any provisions of this Agreement, except as required by applicable Law. In may be necessary to resolve the event that the Purchase Price Unresolved Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeChanges.

Purchase Price Allocation. (a) The Within 60 days after the date hereof, Buyer shall provide to Seller a draft Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance allocation intended to comply with the principles set forth in requirements of Section 1060 of the Code (and which shall include allocations for the Treasury Regulations promulgated thereunder)Noncompetition Agreement and any other agreements described in line 6 of Internal Revenue Service Form 8594) (the "PURCHASE PRICE ALLOCATION") for Seller's consent, not to be unreasonably withheld. If Seller does not consent to the draft Purchase Price Allocation, Seller shall propose to Buyer shall prepare a any changes in the draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing Purchase Price Allocation within fifteen (15) calendar 60 days of the receipt of thereof. In the event that no such draft of any objection by Sellers changes are proposed in writing to Buyer within such time, Seller shall be deemed to have agreed to the draft allocationPurchase Price Allocation. To the extent that If any such objection is receivedchanges are proposed, the Buyer and Sellers Seller shall attempt negotiate in good faith and shall use their best efforts to resolve any disputeagree upon the Purchase Price Allocation. If In the event that Buyer and Sellers Seller are unable to reach such an agreement within fifteen (15) 180 days after receipt by Buyer of such noticethe Closing Date, then the disputed items shall be resolved within the next 30 days by an independent accounting firm, or a nationally recognized accounting firm valuation firm, in each case, that is mutually acceptable to Buyer both parties and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, whose fees and expenses of the Independent Accountant shall be borne equally by Buyer and SellersSeller. The allocation as determined by agreement of the Parties or Such determination by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) accounting or valuation firm shall be binding on the Parties. (b) Each Seller parties and shall be based solely upon written submissions by Buyer agree and Seller, and not upon any independent investigation by the accounting or valuation firm. If the parties have not reached an agreement with respect to act in accordance with the Purchase Price Allocation, as adjusted in accordance Allocation and the accounting or valuation firm has not reached a determination with Section 2.6(arespect to the disputed items by the latest date (taking into account all permissible extensions) if applicable, in any Tax Return, including any forms or reports on which one of the parties to this Agreement is required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by file a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (Return for which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by needed or relevant, such party shall be entitled to file such Tax Return and take any Taxing Authority, reasonable position with respect to the Party receiving notice allocation of the dispute shall promptly notify purchase price; provided however, that upon final agreement regarding the other Party in writing of Purchase ▇▇▇▇▇ Allocation, such notice and resolution of party shall, if necessary to be consistent with the disputefinal agreed-upon Purchase Price Allocation, file an amended Tax Return (or make a hold-for-audit adjustment to the Tax Return) to reflect the final Purchase Price Allocation.

Purchase Price Allocation. (a) Sellers and Purchaser shall act in good faith to attempt to agree to the allocation of the purchase price (including the Assumed Liabilities) among the Purchased Assets. In accordance with such allocation and upon such agreement, Purchaser shall prepare and deliver to Sellers copies of Form 8594 and any required exhibits thereto (the "Asset Acquisition Statement"). Purchaser shall prepare and deliver to Sellers from time to time revised copies of the Asset Acquisition Statement (the "Revised Statements") so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any) consistent with the allocation as agreed upon or determined in accordance with this Section 2.8. The Purchase Price purchase price for the Initial Purchased Assets and other relevant items for Tax purposes License-Related Purchased Assets shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedAsset Acquisition Statement or, if applicable, the Buyer last Revised Statements, provided by Purchaser to Sellers, and all income Tax Returns and reports filed by Purchaser and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach be prepared consistently with such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Partiesallocation. (b) Each Seller If the Sellers and Buyer Purchaser fail to agree to act in accordance with such matters within 60 days (the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a"Negotiation Period") if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) the allocation of the Codepurchase price among the Purchased Assets will be resolved by submission to an independent accounting firm of national recognition reasonably acceptable to Sellers and Buyer (the "Accountants"). Buyer If the purchase price allocation is submitted to the Accountants for resolution, (x) each party will furnish to the Accountants such work papers and each Seller shall cooperate other documents and information relating to the purchase price allocation as the Accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (y) the determination by the Accountants, as set forth in a notice delivered to the preparation of such Tax Returns Sellers and file such forms as required Purchaser by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent Accountants will be binding and conclusive on the Sellers and Purchaser; and (z) the fees of the other Party (which consent, in Accountants for such determination shall be allocated by the case of the Accountant equally between Purchaser and Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. The Emdeon Entities shall prepare an allocation of the Merger Consideration (a) The Purchase Price and other relevant items for Tax purposes shall costs required to be allocated among capitalized) to the Purchased Assets “sale” portion of the transaction in accordance with the principles set forth in Section 1060 of the Code (and the applicable Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with thereunder and the aforementioned principles “Code section 721 contribution” portion of the transaction (the “Purchase Price Allocation”) and provide a copy to Parent shall, no later than sixty forty-five (6045) calendar days after the Closing Date, provide the Purchase Price Allocation to the Members’ Representative for the Members’ Representative’s review and approval. Parent The Members’ Representative shall inform Buyer in writing within fifteen (15) calendar days of notify the receipt of such draft Emdeon Entities of any objection by Sellers objections to the draft allocation. To Purchase Price Allocation within thirty (30) days after the extent that any such objection is receivedEmdeon Entities provide the Purchase Price Allocation, and the Buyer Emdeon Entities and Sellers shall attempt the Members’ Representative will work in good faith to try to resolve any disputedifferences. If Buyer In the event that the Emdeon Entities and Sellers are unable the Members’ Representative do not mutually agree with respect to reach such agreement the Purchase Price Allocation within fifteen ten (1510) days after receipt by Buyer of such noticethe Members’ Representative makes any objection, the disputed items dispute shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer Independent Accountants, as experts and Sellers (not as an arbitrator, who shall review the “Independent Accountant”), Purchase Price Allocation and make any adjustments necessary thereto in accordance with Section 1060 of the Code and the applicable Treasury Regulations thereunder. The determination by of the Independent Accountant Accountants shall be finalconclusive and binding on the parties. The Independent Accountant Accountants shall resolve any disputed items within fifteen thirty (1530) days of having the item such items referred to it them pursuant to such procedures as it they may require. The costs, fees and expenses of the Independent Accountant Accountants for their engagement pursuant to this Section 6.6 shall be borne equally by Buyer the Emdeon Entities, on the one hand, and Sellers. The allocation as determined by agreement the Members’ Representative (on behalf of the Parties or by the Independent AccountantCompany Members), as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) other hand. Each Seller of the Emdeon Entities, the Company and Buyer the Members agree to act in accordance with file all Tax Returns using the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in and none of them shall take a position on any Tax Return, including any forms or reports required Return contrary to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, Purchase Price Allocation unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputelaw.

Purchase Price Allocation. (a) a. The Preliminary Purchase Price and other relevant items Price, including any Assumed Liabilities that, for income Tax purposes purposes, are properly included therein, shall be allocated among the Purchased Sold Entities, the Sold JV Shares, the Sold Assets and the Assumed Contracts. b. At the Signing Date, the Parties have ultimately agreed on an allocation of the Base Purchase Price as set forth in Schedule 7.2(b) (the “Base Purchase Price Allocation”). c. As soon as practicable after the Closing Date, based on the final and binding Closing Date Certificate and taking into account any valuation requirements in China, Seller shall submit to Purchaser a proposal for a final allocation of the Purchase Price which shall become final and binding on the Parties, if Purchaser does not object within thirty (30) days after receipt of the proposal by Purchaser in a form as set forth accordingly in Sections 8.6 and 8.7; provided, however that if any adjustment to the Base Purchase Price Allocation is required as a result of valuations in China, the Parties shall in good faith adjust the Final Purchase Price Allocation to reflect such valuation; provided, further, that if the Parties are unable to agree on such adjustment within sixty (60) days after the receipt by Seller of Purchaser’s objection, the required adjustment shall be made proportionately in accordance with the principles allocation of the Purchase Price in the Base Purchase Price Allocation (other than to the Sold JV Entities). If the Parties cannot agree on the purchase price allocation within sixty (60) days after the receipt by Seller of Purchaser’s objection, the Parties shall jointly retain a neutral auditor to determine the allocation of the Purchase Price among the Sold Entities, the Sold JV Shares, the Sold Assets and the Assumed Contracts consistent with the arm’s length principle which shall be final and binding on the Parties pursuant to Section 319 of the German Civil Code (Bürgerliches Gesetzbuch), except for cases of fraud (any final and binding purchase price allocation, the “Final Purchase Price Allocation”). Such neutral auditor shall be equal to the Neutral Auditor and shall be appointed as set forth in Section 1060 8.8. Section 8.8 sentences 3 through 9 (last sentence of Section 8.8) shall apply accordingly. d. The Final Purchase Price Allocation shall be used to make (i) the Code necessary determinations for VAT purposes pursuant to Section 12.3 and (ii) the purchase price allocations necessary for statutory accounting and Tax purposes. The Parties agree to report the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement transactions contemplated hereby for any Tax purposes in accordance with the aforementioned principles and provide a copy to Parent no later than sixty Final Purchase Price Allocation. Within twenty (6020) calendar days after the Closing Date. Parent Final Purchase Price Allocation is determined, Seller shall inform Buyer in writing within fifteen send to Purchaser a draft of Internal Revenue Service Form 8594 containing Seller’s allocation, under United States Internal Revenue Code (15“IRC”) calendar days section 1060, of the Purchase Price among the Sold Assets, Sold Shares, and Sold JV Shares (which allocation will be consistent with the Final Purchase Price Allocation). Within twenty (20) days after receipt of such draft of Form 8594, Purchaser will notify Seller whether it has any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant proposed revisions to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consentForm and, in the case event of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authoritysuch disagreement, the Party receiving notice of the dispute shall promptly notify the other Party in writing of Parties will make a good faith attempt to resolve such notice and resolution of the dispute.

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers Prior to the draft allocation. To the extent that any such objection is receivedClosing, the Buyer and Sellers Seller shall attempt in good faith use their reasonable best efforts to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt agree upon an allocation of the portions of the Purchase Price paid by Buyer (or each of such noticeits relevant assignees) to Seller, any Asset Selling Entity and/or any Equity Selling Entity with respect to any Transferred Subsidiary, Purchased Assets and (to the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and extent applicable) any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve transfer or other transaction under any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be Ancillary Agreements (the “Purchase Price AllocationApportionment”). (b) If Seller and Buyer fail to agree on the Purchase Price Apportionment within one hundred (100) days following the date of this Agreement in the case of Closing Valued Subsidiaries or within thirty (30) days of the Closing in the case of any other Transferred Subsidiary, Purchased Asset or (to the extent applicable) any transfer or other transaction under any of the Ancillary Agreements, such matter shall be referred to a law firm or accounting firm (the “Arbiter”) for binding arbitration pursuant to the procedures set forth below. Seller and Buyer shall mutually agree on an Arbiter that is independent of both Seller and Buyer. If Seller and Buyer cannot agree on an Arbiter within five (5) days, Seller and Buyer each shall select a law firm or an accounting firm, and the two (2) firms selected shall mutually select a third law firm or accounting firm, independent of both Seller and Buyer, to act as the Arbiter; provided, that with respect to any jurisdiction in which local law requires a valuation substantiated by a firm other than the Arbiter, a firm qualified under local law shall be mutually selected under the processes hereunder and the decisions of such qualified firm shall govern with respect to that jurisdiction. The choice of an Arbiter by the two (2) firms pursuant to the preceding sentence shall be binding on the Partiesparties. Within ten (10) days of the selection of the Arbiter, Seller and Buyer shall deliver to the Arbiter copies of any schedules or documentation that may reasonably be required by the Arbiter to make its determination. Each of Buyer and Seller shall be entitled to submit to the Arbiter a memorandum setting forth its position with respect to such arbitration. The Arbiter shall render a determination with respect to any Closing Valued Subsidiary at least five (5) days prior to Closing and in the case of any other Transferred Subsidiary, Purchased Asset or (to the extent applicable) any transfer or other transaction under any of the Ancillary Agreements as soon as reasonably possible (which for the avoidance of doubt may be following the Closing Date). In rendering its determination of the Purchase Price Apportionment, the Arbiter shall apply valuation principles in accordance with arm’s-length principles. The determination of the Arbiter shall be final and binding on all parties and shall be the conclusive Purchase Price Apportionment (the “Final Purchase Price Apportionment”) for purposes of this Agreement, and Buyer and Seller shall (or shall cause its Affiliates to) take all actions necessary to amend any Local Share Transfer Agreement, Local Asset Transfer Agreement or any similar document to be consistent with the Final Purchase Price Apportionment. The costs incurred in retaining the Arbiter shall be shared equally, fifty percent (50%) by Seller and fifty percent (50%) by Buyer. (bc) Each Seller of Seller, Buyer and Buyer agree their respective Affiliates shall (x) be bound by the Purchase Price Apportionment (or Final Purchase Price Apportionment) for purposes of determining any Taxes; (y) prepare and file, and cause its Affiliates to act in accordance prepare and file, its Tax Returns on a basis consistent with the Purchase Price AllocationApportionment (or Final Purchase Price Apportionment) and (z) take no position, as adjusted in accordance and cause its Affiliates to take no position, inconsistent with Section 2.6(athe Purchase Price Apportionment (or Final Purchase Price Apportionment) if applicable, in on any applicable Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, Return or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Lawproceeding before any Taxing Authority. In the event that If the Purchase Price Allocation Apportionment (or Final Purchase Price Apportionment) is disputed by any Taxing Authority, the Party party receiving notice of the dispute shall promptly notify the other Party party hereto, and Seller and Buyer agree to use their commercially reasonable efforts to defend such Purchase Price Apportionment in writing any Contest. To the extent that the Purchase Price as finally determined pursuant to Section 2.10 may differ from the Closing Payment, the Purchase Price Apportionment (or Final Purchase Price Apportionment) shall be updated to reflect such difference in an appropriate and equitable manner consistent with the requirements of such notice applicable Law to the maximum extent possible and resolution as mutually agreed to by Seller and Buyer. For the avoidance of doubt, (i) the sum of the disputePurchase Price Apportionment shall not exceed the Purchase Price, and (ii) nothing in this Section 2.11 shall impact the Buyer’s ability to allocate purchase price among the assets of a Transferred Subsidiary for U.S. federal or state income tax purposes. (d) To the extent any Taxing Authority successfully disputes the applied Purchase Price Apportionment, each party is entitled to reflect such difference in an appropriate and equitable manner in its tax filings consistent with the requirement of applicable Law.

Purchase Price Allocation. (a) In consideration for the Transferred Interests, Purchasers shall pay to Sellers an aggregate of (a) Fifty Million Dollars ($50,000,000) in cash (the “Initial Purchase Price”) plus (b) the Warrant (collectively, the “Purchase Price”) at the Closing. The Initial Purchase Price shall be subject to adjustment as provided in Section 2.4 through Section 2.7. (b) The Parties agree that: (i) For U.S. federal Income Tax purposes, the sale of (A) the Transferred Interests in Alkermes Gainesville (which is a disregarded entity with respect to Eagle Holdings) shall be treated as a sale of the assets of Alkermes Gainesville and other relevant items (B) the Transferred Interests in Newco (which is a disregarded entity with respect to APIL) shall be treated as a sale of the assets of Newco; (ii) An amount of the Initial Purchase Price equal to the lesser of (A) the Appraised Value of Alkermes Gainesville (as determined pursuant to Section 2.2(d)) less any liabilities of Alkermes Gainesville that are required to be treated as part of the purchase price of the assets of Alkermes Gainesville for U.S. federal Income Tax purposes and (B) the Initial Purchase Price shall be allocated among to, and paid to Eagle Holdings in full payment for the Purchased Assets Transferred Interests in accordance with the principles set forth in Section 1060 Alkermes Gainesville; and (iii) The balance of the Code (Initial Purchase Price plus the Warrant shall be allocated to and paid to APIL in full payment for the Transferred Interests in Newco and the Treasury Regulations promulgated thereunderEarn-Out Consideration shall be allocated to and paid to APIL in full payment of the amounts due under the terms of the IP License Agreement. (c) The right of APIL to receive the Earn-Out Consideration: (i) is solely a contractual right and is not a security for purposes of any federal or state securities Laws; (ii) will not be represented by any form of certificate or instrument; and (iii) does not give APIL any dividend rights, voting rights, liquidation rights, preemptive rights or other rights common to holders of the equity securities of Acquisition Sub or any of its Affiliates. The transactions contemplated by this Agreement are intended to be, and shall be treated solely as, a sale of the Transferred Interests by Sellers to Acquisition Sub, and nothing hereunder shall be deemed to create a joint venture or partnership between or among any of the Parties, the Transferred Entities and/or any of their Affiliates. (d) Eagle Holdings shall retain Duff & ▇▇▇▇▇▇ Corporation which shall conduct an appraisal and determine the gross fair market value of the assets of Alkermes Gainesville (the “Appraised Value”). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than Within sixty (60) calendar days after the Closing Date, Eagle Holdings shall deliver to Purchasers a schedule setting forth the Appraised Value and the allocation of the Initial Purchase Price allocable to the Transferred Interests in Alkermes Gainesville (as determined pursuant to Section 2.2(b)(ii)) (plus any liabilities of Alkermes Gainesville that are required to be treated as part of the purchase price of the assets of Alkermes Gainesville for U.S. federal Income Tax purposes) among the asset classes of Alkermes Gainesville (the “Allocation Schedule”), with the asset classes being those set forth in Treas. Parent Reg. Sec. 1. 338-6. The Allocation Schedule will not allocate to various assets within the asset class. The Appraised Value and Allocation Schedule shall inform Buyer be subject to such appropriate adjustments, if any, by the appraisers and Eagle Holdings upon the determination of the Post-Closing Adjustment. The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code. The Appraised Value and Allocation Schedule shall be deemed final unless Purchasers notify Eagle Holdings in writing that Purchasers object to the Appraised Value and/or one or more items reflected in the Allocation Schedule within fifteen thirty (1530) calendar days after delivery of the receipt of such draft Allocation Schedule to Purchasers. In the event of any objection by such objection, Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers Purchasers shall attempt negotiate in good faith to resolve any such dispute. If Buyer ; provided, however, that if Sellers and Sellers Purchasers are unable to reach resolve any such agreement dispute within fifteen thirty (1530) days after receipt by Buyer the delivery of the Allocation Schedule to Sellers, such notice, the disputed items dispute shall be resolved by a an impartial nationally recognized accounting firm that is of independent certified public accountants mutually acceptable to Buyer appointed by Sellers and Sellers (the “Independent Accountant”), and any Purchasers whose determination by the Independent Accountant shall be finalfinal and binding upon the Parties. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant such accounting firm shall be borne equally by Buyer Sellers, on the one hand, and SellersPurchasers, on the other hand; provided, however, that if one such side substantially prevails in such dispute, then the non-prevailing Party(ies) shall bear all such fees and expenses. The allocation as determined by agreement For the avoidance of doubt a Party shall be deemed to have “substantially prevailed” if the Parties or final determination by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consentaccounting firm, in the case of Purchasers, is at least twenty percent (20%) greater than the Appraised Value, and, in the case of Sellers, is not more than twenty percent (20%) greater than the Appraised Value. Sellers and Purchasers agree to file their respective IRS Forms 8594 and all Tax Returns in accordance with the Allocation Schedule. Neither Purchasers nor Sellers shall take any position in a filed Income Tax Return or statement that is inconsistent with such allocations and Purchasers and Sellers will be deemed use reasonable efforts to be given by sustain such position in any Tax Proceeding. (e) Purchasers shall have the right to withhold all Sellers upon consent of Parent), except as Taxes it is required by applicable LawLaw to withhold from all payments made hereunder, and will provide Sellers with proof of deposit or payment of any such Taxes withheld. In For the event that avoidance of doubt, however, in connection with the sale of the Transferred Interests in Newco, APIL shall provide to Purchasers a valid and properly completed W-8BEN-E establishing its status as the beneficial owner for purposes of the U.S.-Ireland Treaty of those payments to APIL of the Purchase Price Allocation is disputed by any Taxing Authority(including, for the avoidance of doubt, portions of the Initial Purchase Price, the Party receiving notice Warrant and the Earn-Out Consideration) made under Section 2.2(b)(ii) and so long as APIL has provided Purchasers with such a W-8BEN-E that has not expired, Purchasers shall treat all such payments to APIL as exempt from U.S. federal Income Tax pursuant to the Code and/or Article 12 or Article 13 of the dispute U.S.-Ireland Income Tax Treaty. In addition, provided that APIL provides a form W-8BEN-E upon which Purchasers may rely to show that the payments made to APIL are not subject to FATCA withholding, Purchasers shall promptly notify the other Party in writing of such notice and resolution of the dispute.not withhold any amounts under FATCA from payments to be made to APIL

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code Within ninety (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (6090) calendar days after the Closing Date, Buyer shall provide to Sellers a draft Purchase Price allocation (the "Purchase Price Allocation"). Parent Sellers shall inform propose to Buyer any changes in writing the draft Purchase Price Allocation within fifteen (15) calendar 30 days of the receipt of thereof. In the event that no such draft of any objection by changes are proposed in writing to Buyer within such time, Sellers shall be deemed to have agreed to the draft allocationPurchase Price Allocation. To the extent that If any such objection is receivedchanges are proposed, the Sellers and Buyer and Sellers shall attempt negotiate in good faith and shall use their reasonable efforts to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, agree upon the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “final Purchase Price Allocation”) . Notwithstanding the foregoing, if Sellers and Buyer cannot agree upon a Purchase Price Allocation, Sellers and Buyer covenant and agree to file, and cause their respective Affiliates to file, all Tax Returns consistent with each of Sellers' and Buyer's good faith allocations, unless otherwise required by law. For purposes of this subsection 10.7(a), the Purchase Price Allocation shall be binding on done in a manner consistent with section 1060 of the PartiesCode and the Treasury regulations promulgated thereunder. (b) Each Seller If Sellers and Buyer reach an agreement on the Purchase Price Allocation as provided above, Sellers and Buyer agree to act in accordance with the such Purchase Price AllocationAllocation for all purposes, as adjusted in accordance with Section 2.6(a) if applicable, in including for purposes of any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless . Except as otherwise required by a change in Law after the date hereof, Governmental Authority or by a final “Taxing authority pursuant to a "determination,” " as defined in Section 1313(a) of the Code. Code (or any comparable provision of state, local or foreign law) or the execution of an IRS Form 870-AD, Sellers and Buyer agree to report the transactions contemplated by this Agreement in a manner consistent with such Purchase Price Allocation, and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor agree not to take any Seller shall take a position inconsistent therewith upon examination of on any Tax ReturnReturn inconsistent therewith, and to conduct any audit, Tax proceeding or Tax litigation relating thereto in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party a manner consistent with such Purchase Price Allocation. (which consent, in the case of the Sellers, will c) The Purchase Price Allocation shall be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that adjusted if the Purchase Price Allocation is disputed by adjusted under any Taxing Authority, the Party receiving notice provision of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputethis Agreement.

Purchase Price Allocation. On or before the date that is one hundred and twenty (a120) The calendar days following the Closing Date, Buyer shall deliver to ABI a proposed allocation of the Purchase Price and other relevant items (including any Liabilities that are assumed or deemed assumed by Buyer for United States federal income Tax purposes shall be allocated purposes) among the Purchased Transferred Assets and the assets owned (or deemed owned for U.S. federal income Tax purposes) by the JV in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunderthereunder (such allocation, the “Buyer Allocation”). Buyer shall prepare a draft allocation statement in accordance If ABI disagrees with the aforementioned principles and provide a copy to Parent no later than sixty Buyer Allocation, ABI may, within thirty (6030) calendar days after delivery of the Closing DateBuyer Allocation, deliver a notice (the “ABI Allocation Notice”) to Buyer to such effect, specifying those items as to which ABI disagrees and setting forth ABI’s proposed allocation. Parent shall inform If the ABI Allocation Notice is duly delivered, Buyer in writing within and ABI shall, during the fifteen (15) calendar days of the receipt of following such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receiveddelivery, the Buyer and Sellers shall attempt work together in good faith to resolve any disputereach agreement on the disputed items or amounts. If Buyer and Sellers ABI are unable to reach such agreement agreement, they shall promptly thereafter submit for resolution the items remaining in dispute to an independent accountant and shall instruct the independent accountant to make a determination regarding such dispute as promptly as practicable, and in any event within fifteen thirty (1530) calendar days after receipt by Buyer of the date on which such notice, dispute is referred to the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers independent accountant (or such longer period as the “Independent Accountant”independent accountant may reasonably require), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant independent accountant shall be borne equally allocated evenly between Buyer and ABI. The allocation, as prepared by Buyer if no ABI Allocation Notice has been timely given, as adjusted pursuant to any agreement between Buyer and Sellers. The allocation ABI, or as determined by agreement of the Parties or by the Independent Accountant, as the case may be independent accountant (the “Purchase Price Allocation”) ), shall be conclusive and binding on the Parties. (b) Each Seller parties hereto. To the extent permitted by applicable Law, Buyer and Buyer ABI agree to (and shall cause their respective Affiliates to) report, act and file in accordance with the Purchase Price Allocation in any relevant Tax Returns or Tax filings and to cooperate in the preparation of any such Tax forms. The parties hereto shall promptly advise one another of the existence of any Tax audit, controversy, litigation or other Tax proceeding related to the Allocation, as adjusted in accordance with Section 2.6(a) if applicable. None of the parties hereto shall take any position (whether on any Tax Returns, in any Tax Return, including any forms proceeding or reports otherwise with respect to Taxes) that is inconsistent with the Allocation except to the extent required to be filed by applicable Law or otherwise required pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in within the meaning of Section 1313(a) of the CodeCode (or any analogous provision of state, local or non-United States Law). Buyer and each Seller shall cooperate in ABI will revise the preparation of such Tax Returns and file such forms as required by applicable LawAllocation to the extent necessary to reflect any adjustments to the Purchase Price. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in In the case of any such adjustment, Buyer shall prepare and deliver to ABI a revised Allocation, and the Sellersparties hereto shall follow the procedures outlined above with respect to review, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party and resolution in writing respect of such notice and resolution of the disputerevision.

Purchase Price Allocation. (a) The To the extent needed for purposes of satisfying any Conveyance Tax related requirements, the Seller shall provide no later than one (1) Business Day following the delivery by the Buyer of the Pre-Closing Statement an allocation of the Estimated Purchase Price among the assets of the Company that are relevant for such Conveyance Tax related purposes (excluding German RETT, as defined below) (the “Preliminary Allocation”). If the Buyer disagrees with the Preliminary Allocation provided by the Seller, the Seller shall reasonably consider in good faith any comments of the Buyer. For the avoidance of doubt, the Preliminary Allocation shall not be binding on the Parties for purposes of Section 2.4(b); provided, however, that any such amounts shall be treated as final to the extent that such allocation is required to be final pursuant to applicable Law. (b) Within one hundred and twenty (120) days after the determination of the Final Purchase Price under Section 2.3 (Purchase Price Adjustment) hereunder or as soon as reasonably practicable thereafter, the Buyer shall allocate for U.S. federal Income Tax purposes the Final Purchase Price (together with any other items properly treated as part of the purchase price for U.S. federal Income Tax and other relevant items for applicable Tax purposes purposes) among the assets of the Company (the “Proposed Allocation”), and the Buyer shall promptly provide a copy of the Proposed Allocation to the Seller. The Proposed Allocation shall be allocated among prepared taking into account any substantially contemporaneous written valuation reports prepared by any independent, third party valuation firms with the Purchased Assets requisite expertise and experience, to the extent available to the Parties. Within forty-five (45) days thereafter, the Seller will deliver either a notice accepting the Proposed Allocation or a statement setting forth in reasonable detail any objections thereto and the basis for such objections. If the Seller timely delivers a statement setting forth objections to the Proposed Allocation in accordance with the principles previous sentence, the Buyer and the Seller will use good faith efforts to resolve such objections. If the Buyer and the Seller are unable to mutually agree on the allocation, the dispute resolution procedure set forth in Section 1060 of 2.3(b) (Purchase Price Adjustment) will control mutatis mutandis. If the Code (and Seller accepts the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedProposed Allocation, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) Proposed Allocation shall be binding on the Parties. (b) Each . The agreed allocation shall be amended to reflect any adjustment to the Final Purchase Price hereunder. Unless otherwise required by applicable Law, the Buyer, the Company Group and the Seller will report the allocation of the total consideration in a manner consistent with the allocation statement as finally determined pursuant to this Section 2.4 for all Tax purposes and Buyer agree to will act in accordance with such allocation in the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in preparation and timely filing of all Tax Returns and any Tax Returnproceeding, including any forms audit or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, similar Action unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (ai) The Seller and Buyer agree to allocate the Purchase Price and other relevant items among the Transferred Entities for all Tax purposes shall be allocated among the Purchased Assets in accordance with this Section 6.5(g). None of Seller or Buyer (nor any of their respective Affiliates) shall file any Tax Return or take a position with a Government Entity that is inconsistent with the principles set forth allocation as determined below (the “Allocation”), including any amendments, except (i) as provided in a “determination” (within the meaning of Section 1060 1313(a) of the Code or any similar state, local or foreign Tax provision) and (and ii) to the Treasury Regulations promulgated thereunder). extent required by applicable Law for the purposes of the United Kingdom stamp duty. (ii) Buyer shall prepare present a draft of the allocation statement in accordance with (the aforementioned principles and provide a copy “Proposed Allocation”) to Parent no later than sixty (60) calendar Seller for review within 90 days after the Closing Datedate hereof. Parent Except as provided in subparagraphs (A) and (B) below, at the close of business on the date of Closing, the Proposed Allocation shall inform become binding upon Buyer and Seller and shall be the Allocation. (A) Seller shall consent to the Proposed Allocation, or raise any objection to the Proposed Allocation, in writing within fifteen (15) calendar 30 days of the receipt delivery of the Proposed Allocation. If Seller presents an objection to any part of the Proposed Allocation within such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedtime period, the Buyer and Sellers Seller shall attempt negotiate in good faith to resolve any disputesuch objection within 30 days after delivery of any such objection by Seller. If, after consideration of such objections of Seller, Buyer and Seller reach written agreement amending the Proposed Allocation, the Proposed Allocation, as amended by such written agreement, shall become binding upon Buyer and Seller and their Affiliates and shall be the Allocation. (B) If Buyer and Sellers are unable Seller cannot resolve any objection raised by Seller with respect to reach such agreement the Proposed Allocation within fifteen the 30-day time limit set forth in paragraph (15) days after receipt by Buyer of such noticeA), the disputed items parties shall promptly submit the item to a mutually acceptable internationally recognized accounting or law firm for final resolution, such resolution to be reflected in the Allocation. (C) Subject to the foregoing paragraphs (A) and (B), the Cash Purchase Price, Buyer Common Stock and Buyer Series B Preferred Stock shall be resolved by allocated to each of the Transferred Entities in a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant manner consistent with a Schedule which shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally prepared by Buyer and Sellers. The allocation as determined by agreement furnished to Seller for Seller’s consent within 15 days following final resolution of the Parties or allocation hereunder, such consent by the Independent Accountant, as the case may Seller not to be (the “Purchase Price Allocation”) shall be binding on the Partiesunreasonably withheld. (biii) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that there is any adjustment to the Purchase Price Price, Buyer shall revise the Allocation is disputed by to reflect any Taxing Authority, such adjustment using the Party receiving notice of same methodology as used in the dispute initial Allocation and shall promptly notify the other Party in writing present a draft of such notice revised Allocation to Seller for review; provided that the principles contained in paragraphs (ii)(A) and resolution (B) above (including the right of Seller to raise any reasonable objection to the disputeproposed revised Allocation) shall apply to such revised Allocation.

Purchase Price Allocation. (a) The parties hereto agree to treat the purchase of the Units as a purchase of the assets of the Company for U.S. federal and, to the extent permitted by Law, applicable state and local income Tax purposes. Seller and Buyer shall allocate the Purchase Price among the assets of the Company and other relevant items for Tax purposes the services to be received pursuant to the Transition Services Agreement (the “Allocation Schedule”). The Allocation Schedule shall be allocated among the Purchased Assets prepared in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Within one-hundred and twenty (120) days of the Closing Date, Buyer shall prepare a draft allocation statement in accordance with and deliver to Seller the aforementioned principles Allocation Schedule for Seller’s review and provide a copy to Parent no later than sixty approval. If, within thirty (6030) calendar days after following the Closing Date. Parent shall inform delivery of the Allocation Schedule, Seller notifies Buyer in writing within fifteen (15) calendar days of that Seller disputes any calculation in the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedAllocation Schedule, the Buyer and Sellers Seller shall attempt cooperate in good faith to resolve any such dispute. If Should Buyer and Sellers are unable Seller fail to reach such an agreement within fifteen thirty (1530) days after receipt by Seller notifies Buyer of such noticedispute, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in bring all disputes relating to the preparation of such Tax Returns allocation to the Valuation Firm for resolution, whose decisions shall be final and file binding on the parties (and reflected on the Allocation Schedule) and whose expenses shall be paid equally by Buyer on one hand and Seller on the other. If the Valuation Firm is unable to resolve such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination dispute prior to the filing of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (Return to which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price allocation made pursuant to this Section 1.7 is relevant, each of Buyer and Seller shall be entitled to take its own position with respect to the allocation of the Purchase Price on the applicable Tax Return, the filing of which shall not prejudice or otherwise control the Valuation Firm’s resolution of such matter. Without limiting the foregoing, the Allocation Schedule (or any update thereto) shall be conclusive absent manifest error and shall be final and binding upon the parties. Seller and Buyer shall (i) prepare and file all income Tax Returns (including IRS Form 8594) in a manner consistent with the Allocation Schedule (or any update thereto), if such Allocation Schedule is disputed by agreed prior to the filing of any such Tax Return, and (ii) take no position inconsistent with the Allocation Schedule (or any update thereto) in any income Tax Return, any income Tax proceeding before any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) i. The Purchase Price Price, the amount of the Assumed Liabilities, and other relevant items for Tax purposes the inventory payment under Section 5.1 (the “Consideration”) shall be allocated among the Purchased Assets in accordance with Acquired Assets, the principles set forth in licenses granted pursuant to Section 1060 of the Code (2.1.1 and the Treasury Regulations promulgated thereunderdelivery of Licensed Know-How pursuant to Section 2.2 (collectively, the “Assets”) pursuant to a written allocation schedule (the “Allocation Schedule”). Buyer shall prepare Spectrum will complete a draft allocation statement in accordance with Allocation Schedule allocating the aforementioned principles Consideration to the Assets and provide a copy to Parent no later than sixty (60) calendar Purchaser within [***] days after Closing. ii. Purchaser shall notify Spectrum within [***] days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to thereof if it agrees with the draft allocationAllocation Schedule prepared by Spectrum. To the extent that any such objection is receivedThe agreement shall not be unreasonably withheld, the Buyer delayed or conditioned. Purchaser and Sellers Spectrum shall attempt in good faith to resolve any disputedisagreement in good faith. If Buyer Purchaser and Sellers are unable Spectrum fail to reach such agreement within fifteen (15) as to an alternative allocation in the [***] days after receipt by Buyer of following such notice, the disputed items dispute with respect to the Allocation Schedule shall be resolved by presented on the next Business Day to a nationally recognized independent accounting firm that is mutually acceptable to Buyer chosen by Purchaser and Sellers (the “Independent Accountant”)Spectrum, and any determination if Purchaser and Spectrum cannot agree, mutually chosen by the Independent Accountant their respective independent accounting firms, for a decision that shall be finalrendered within [***] days thereafter. The Independent Accountant independent accounting firm’s review shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may requirebe final and binding on all parties. The costsfees, fees costs and expenses of the Independent Accountant incurred in connection therewith shall be borne equally by Buyer [***]; provided, however, Purchaser shall bear the full amount of fees, costs and Sellersexpenses if there are no material changes to the Allocation Schedule. The allocation as determined by agreement of Neither Spectrum nor Purchaser will file any tax return which is inconsistent with the Parties or by Allocation Schedule. iii. Purchaser and Spectrum shall make appropriate adjustments to the Independent AccountantAllocation Schedule to take into account subsequent adjustments to the Purchase Price, as the case may be (the “Purchase Price Allocation”) including any indemnification payments, which shall be binding on treated for Tax purposes as adjustments to the Parties. (b) Each Seller and Buyer agree to act Purchase Price, in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeLegal Requirements.

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance with Schedule 2.02. As soon as practicable after the principles set forth Closing Date (but no later than 90 days after the Closing Date), Buyer shall deliver to Seller a statement allocating the portion of the Purchase Price (plus assumed liabilities, to the extent properly taken into account under Section 1060 of the Code) that is allocated to the ADS Shares pursuant to Schedule 2.02 among ADS’s assets in accordance with Section 1060 of the Code (and the Treasury Regulations promulgated thereunder“ADS Allocation Statement”). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar If, within 20 days after the Closing Date. Parent shall inform delivery of the ADS Allocation Statement, Seller notifies Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers that Seller objects to the draft allocation. To allocation set forth in the extent that any such objection is receivedADS Allocation Statement, the Buyer and Sellers Seller shall attempt in good faith use commercially reasonable efforts to resolve any disputesuch dispute within 20 days. If Buyer and Sellers Seller are unable to reach resolve such agreement dispute within fifteen 20 days, Buyer and Seller shall jointly retain Ernst & Young LLP (15) days after receipt by or, if such firm shall decline or is unable to act, or has a material relationship with Buyer of such noticeor Seller or their respective Affiliates or other material conflicts, the disputed items shall be resolved by a another nationally recognized independent accounting firm that is mutually acceptable to Buyer Seller and Sellers Buyer) (the “Independent AccountantAccounting Referee”)) to resolve the disputed items. Upon resolution of the disputed items, and any determination by the Independent Accountant allocation reflected on the ADS Allocation Statement shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred adjusted to it pursuant to reflect such procedures as it may requireresolution. The costs, fees and expenses of the Independent Accountant Accounting Referee shall be borne equally proportionately by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding Seller based on the Partiesextent to which Buyer’s and Seller’s respective allocations differ from the allocation reflected on the final ADS Allocation Statement. (b) Each Seller and Buyer agree to (i) be bound by Schedule 2.02 and the ADS Allocation Statement and (ii) act in accordance with Schedule 2.02 and the ADS Allocation Statement in the preparation, filing and audit of any Tax return (including, without limitation, in filing Form 8594 with its Federal Income Tax return for the taxable year that includes the Closing Date). (c) If an adjustment is made to the Purchase Price Allocationpursuant to Section 2.05, as Schedule 2.02 and the ADS Allocation Statement shall be adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required and as mutually agreed by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable LawSeller. In the event that an agreement regarding such adjustment is not reached within 30 days after the Purchase Price determination of Final Working Capital, any disputed items shall be resolved in the manner described in Section 2.02(a). Buyer and Seller agree to file any additional information return required to be filed in order to treat Schedule 2.02 and the ADS Allocation is disputed by any Taxing AuthorityStatement as so adjusted. (d) Not later than 20 days prior to the filing of their respective Forms 8594 relating to this transaction, the Party receiving notice of the dispute each party shall promptly notify deliver to the other Party in writing party a copy of such notice and resolution of the disputeits Form 8594.

Purchase Price Allocation. (a) The Seller and the Buyer agree that the Purchase Price (and other relevant items for Tax purposes any adjustments thereto) and the Assumed Liabilities shall be allocated for tax purposes among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder)Transferred Assets. Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) Within 90 calendar days after the Closing Date, the Buyer shall prepare and deliver to the Seller a schedule (the “Initial Allocation Schedule”) allocating the sum of the Purchase Price (and any adjustments thereto) and any Assumed Liabilities among the Transferred Assets, in such amounts reasonably determined by the Buyer. Parent The Initial Allocation Schedule shall inform be prepared in accordance with the principles of Section 1060 of the Code and the Treasury regulations pursuant thereto or any successor provision. Except as provided in Section 2.6(b) or Section 2.6(c) below, at the close of business on the 60th calendar day after the delivery of the Initial Allocation Schedule, the Initial Allocation Schedule shall become binding upon each of the Buyer (and its Affiliates) and the Seller (and its Affiliates) and shall be the final allocation schedule (the “Final Allocation Schedule”). (b) The Seller shall have a period of 30 calendar days (the “Objection Period”) from the date of delivery of the Initial Allocation Schedule to present in writing within fifteen (15) calendar days of to the receipt of such draft Buyer, notice of any objection by Sellers objections the Seller may have to the draft allocationallocations set forth therein. To If the extent that Seller raises any such objection is receivedobjections within the Objection Period to the Initial Allocation Schedule, the Buyer and Sellers the Seller shall attempt negotiate in good faith to resolve any disputedifferences with respect to the Initial Allocation Schedule within 30 calendar days after the Seller provides written notice of such objections. If the Buyer and Sellers are unable to the Seller reach written agreement amending the Initial Allocation Schedule within such agreement within fifteen (15) days after receipt by Buyer of such notice30-day period, the disputed items Initial Allocation Schedule, as so amended, shall become binding upon the Buyer (and its Affiliates) and the Seller (and its Affiliates) and shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the PartiesFinal Allocation Schedule. (bc) Each If the parties fail to agree within 30 calendar days after the delivery of the Seller’s notice of any objections, then (i) the Buyer may use one purchase price allocation and the Seller may use a different purchase price allocation, (ii) the Buyer and Buyer agree the Seller shall each use (and cause their Affiliates to act use) their purchase price allocation in accordance connection with the Purchase Price Allocationpreparation and filing of all Tax Returns, and (iii) the Buyer shall have no liability to the Seller, and the Seller shall have no liability to the Buyer, for any additional Taxes that may be imposed by any Taxing authority to the extent that such Tax arises solely as adjusted a result of the inconsistencies between their respective purchase price allocations. (d) If the Buyer and the Seller have agreed to a Final Allocation Schedule, each party agrees to file all Returns (including IRS Form 8594 and any claims for refund) and information reports in accordance a manner consistent with Section 2.6(a) if applicablethe Final Allocation Schedule and will take no position inconsistent with the Final Allocation Schedule unless requested to do so in any proceeding before any Governmental Authority, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Laweach case, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that any Governmental Authority disputes the Purchase Price Final Allocation is disputed by any Taxing AuthoritySchedule, the Party party receiving notice of the dispute shall promptly notify the other Party party hereto, and both the Buyer and the Seller agree to use their commercially reasonable efforts to defend the Final Allocation Schedule in writing of such notice and resolution of any audit or similar proceeding. Any adjustments to the disputePurchase Price pursuant to Section 2.7 will be allocated in a manner consistent with the Final Allocation Schedule.

Purchase Price Allocation. The consideration (aincluding the Assumed Liabilities) The Purchase Price and other relevant items for Tax purposes delivered by Purchaser to Seller pursuant to this Agreement shall be allocated among the Purchased Assets in accordance with the principles set forth in Purchase Price Allocation Methodology Schedule attached hereto as Annex B (the “Purchase Price Allocation Methodology Schedule”), which the Parties acknowledge and agree is consistent with Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer Within ninety (90) days following the Closing, Purchaser shall prepare provide to Seller a draft allocation statement of the consideration (including the Assumed Liabilities), prepared in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing DatePurchase Price Allocation Methodology Schedule. Parent Seller shall inform Buyer in writing within have fifteen (15) calendar days of the following receipt of such draft allocation to notify Purchaser of any objection by Sellers disagreements or objections that Seller has to the such draft allocation. To the extent that any If Seller does not provide such objection is receivednotice, Seller shall be deemed to have consented to such draft allocation. If Seller provides such notice, the Buyer and Sellers Parties shall attempt cooperate in good faith to resolve any dispute. If Buyer and Sellers disagreement or objection; provided that to the extent the Parties are unable not able to reach resolve any such agreement disagreement or objection within fifteen seven (157) days after receipt by Buyer of such noticedays, the disputed items Parties shall be resolved by a nationally recognized (i) submit such dispute to an independent accounting firm that is mutually acceptable agreeable to Buyer and Sellers the Parties (the “Independent Accountant”), and any determination by (ii) reasonably cooperate with the Independent Accountant shall be finalwith respect to its resolution of the draft allocation and (iii) and each bear one-half of any fees of the Independent Accountant. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and ’s resolution of the dispute.of

Purchase Price Allocation. Within ninety (a90) The days after the determination of the Inventory Purchase Price, the Buyers shall deliver to BioScrip a schedule (the “Allocation Schedule”) allocating the Purchase Price (together with any assumed liabilities and any other relevant items treated as consideration for the Purchased Assets for Tax purposes shall be allocated purposes) among the Purchased Assets and the various Buyers and Sellers. The Allocation Schedule shall be prepared in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder. Such allocation shall be deemed final unless BioScrip shall have notified Parent in writing of any disagreement with the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to BioScrip by Parent. In the event of such disagreement, BioScrip and the Buyers shall use their respective reasonable best efforts to resolve such disagreement. In the event that BioScrip and the Buyers do not reach an agreement within 90 days after the date of delivery of the Allocation Schedule to BioScrip by the Parent (the “Allocation Schedule Resolution Period”), the Buyers and the Selling Parties shall submit the items remaining for resolution in writing, together with written summaries prepared and submitted by the Selling Parties, on the one hand, and the Buyers, on the other hand, within thirty (30) days following the end of the Allocation Schedule Resolution Period, to the Independent Accounting Firm. Buyer The Independent Accounting Firm shall prepare a draft allocation statement be instructed to, within twenty (20) days of such submission, resolve any differences between the Buyers and the Selling Parties based solely upon the written summaries submitted to the Independent Accounting Firm in accordance with the aforementioned principles preceding sentence, and, in reaching a decision on each item of dispute, the Independent Accounting Firm’s position shall be limited to either the Selling Parties’ or the Buyers’ position set forth in such written summaries on each disputed item. Such resolution shall, in the absence of manifest error, be final, binding and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days conclusive upon each of the receipt of such draft of any objection by Sellers parties to this Agreement. The Buyers and the Selling Parties agree that the Independent Accounting Firm must agree to the draft allocation. To time periods set forth in this Section 1.10 as a condition to its engagement and such time periods shall only be extended upon the extent that any such objection is received, the Buyer and Sellers shall attempt in showing of good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination cause by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days Accounting Firm to each of having the item referred parties to it pursuant to such procedures as it may requirethis Agreement. The costs, fees and expenses of the Independent Accountant Accounting Firm shall be borne equally by Buyer and Sellersthe non-prevailing party or, in the event of a dispute involving multiple items, by the party whose overall position varies the greatest from that of the Independent Accounting Firm. The allocation as determined by agreement of Buyers and the Selling Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act file their respective IRS Forms 8594, and all federal, state, and local Tax Returns, in accordance with the Purchase Price Allocation, Allocation Schedule as adjusted in accordance with finally determined under this Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute1.10.

Purchase Price Allocation. (a) The Purchase Price parties to this Agreement agree to determine the amount of and other relevant items for Tax purposes shall be allocated allocate the total consideration (including the Assumed Liabilities) transferred by Buyer to Seller pursuant to this Agreement (the “Consideration”) among the Purchased Assigned Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder“Allocation”). . (b) Seller shall provide Buyer shall prepare with a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent preliminary Allocation no later than sixty ninety (6090) calendar days after following the Closing Date. Parent If Buyer disagrees with any item reflected on the preliminary Allocation provided by Seller, Buyer shall inform Buyer in writing notify Seller of such disagreement and its reasons for so disagreeing within fifteen thirty (1530) calendar days of the receipt of such draft Allocation, in which case Seller and Buyer shall attempt to resolve in good faith the disagreement. If Buyer does not so notify Seller of any objection a disagreement within such thirty (30) day period, the preliminary Allocation prepared by Sellers to Seller shall become the draft allocationfinal Allocation. To the extent that any such objection is received, Seller and Buyer cannot agree on a mutually acceptable determination and/or allocation of the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement Consideration within fifteen (15) days after following Seller’s receipt by Buyer of Buyer’s objections (if any), such notice, the disputed items determination and/or allocation shall be resolved made by a BDO International Limited, or such other nationally recognized accounting firm that is mutually acceptable to Buyer of independent public accountants in the US agreed upon by Seller and Sellers (the “Independent Accountant”)Buyer, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having following the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses referral of the Independent Accountant matter to BDO International Limited (or such other firm of independent public accountants) and whose decision shall be borne final and binding and whose expenses shall be shared equally by Buyer Seller and SellersBuyer. The allocation as determined by agreement of Any subsequent adjustments to the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) Consideration shall be binding on reflected in the Parties. (b) Each Seller and Buyer agree to act Allocation in accordance a manner consistent with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code and the Regulations thereunder, as well as with the Allocation prior to such adjustment to the Consideration. Seller and Buyer each agree to cooperate with the other in preparing US Internal Revenue Service Form 8594 in a manner consistent with the final Allocation (as agreed by Buyer and Seller or any provisions as determined by BDO International Limited or such other independent public accountants), and to furnish the other with a copy of any comparable Lawsuch Form prepared in draft form within a reasonable period before its due date. (c) The determination and allocation of the Consideration derived pursuant to this Section 7.4 shall be binding on Seller and Buyer for all Tax purposes, unless and, except to the extent otherwise required by a change in Law after the date hereofTax authority, neither of them shall (or a final “determination,” as defined in Section 1313(ashall permit any of its Affiliates to) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor take any Seller shall take a position inconsistent therewith upon examination of in any Tax ReturnReturn or similar filing, in any refund claim, litigation, controversy or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeotherwise.

Purchase Price Allocation. (a) The Seller, Seller Sub and Purchaser mutually agree to allocate the Purchase Price (plus Assumed Liabilities to the extent properly taken into account under the Code and other relevant items for Tax purposes shall be allocated the Treasury Regulations promulgated thereunder) among the Purchased Acquired Assets according to the relative fair market values of such assets as of the Closing Date in accordance with the principles set forth in provisions of Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer Purchaser shall prepare provide Seller with a draft of such allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after on the Closing Date. Parent Seller shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft notify Purchaser of any objection by Sellers Seller may have to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items allocation within fifteen (15) days of having the item referred to it pursuant its receipt of such allocation. Seller and Purchaser shall resolve any disagreement with respect to such procedures as it may requireallocation in good faith consistent herewith; provided, however, that if Seller and Purchaser are unable to agree on such allocation within thirty (30) days after Purchaser notifies Seller of any objections to the draft allocation, Seller and Purchaser shall promptly elect an independent appraisal firm to determine such allocation. The costs, conclusions of such appraisal firm shall be conclusive and binding. The fees and expenses of the Independent Accountant such appraisal firm shall be borne shared equally by Buyer Seller and SellersPurchaser. The Seller, Seller Sub and Purchaser agree to (i) be bound by the allocation of the Purchase Price (as agreed upon or, if applicable, as determined by agreement of the Parties or by the Independent Accountantappraisal), as the case may be (the “Purchase Price Allocation”ii) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with such allocation in the Purchase Price Allocationfiling of all Tax Returns (including, as adjusted without limitation, filing Form 8594 with their United States federal income Tax Return for the taxable year that includes the date of the Closing (and any amendments to such form)) and in accordance 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 Section 2.6(a) if applicablesuch allocation for income Tax purposes, including United States federal and state income Tax, unless, in any Tax Returneach case, including any forms or reports otherwise required to be filed pursuant to by a "DETERMINATION" as defined in Section 1060 1313 of the Code or any provisions of any comparable Lawby similar applicable state Tax law. Seller, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer Seller Sub and each Seller Purchaser shall cooperate in the preparation filing of their respective Forms 8594 (and any amendments thereto) relating to this transaction, and not later than 30 days prior to the filing of such Tax Returns Forms 8594 relating to this transaction (and file such forms as required by applicable Law. Neither Buyer nor any Seller amendments thereto), each party shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of deliver to the other Party party a copy of its Form 8594 (which consentor amendment, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parentas applicable), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. The aggregate purchase price for the Assets shall be a sum equal to the net result of the addition and subtraction of the following amounts derived from the Final Statement (as defined in Section 4.E): (1) the sum of (a) the net book value of the property, plant and equipment included in the Assets plus (b) the net book value of the Inventory and (c) the amount of any security or cash deposits or accounts, including prepaid rent, if any, transferred to Buyer from Sellers, MINUS (2) the sum of (a) $21 million dollars and, to the extent reflected on the Schedule of Assets and Liabilities, (b) indebtedness assumed by Buyer pursuant to the IRB Agreements, (c) the Employee Obligations and (d) liabilities relating to the Assumed Contracts (collectively, the "PURCHASE PRICE"). The parties agree to allocate the Purchase Price and other relevant items for Tax purposes shall be allocated (together with the Assumed Liabilities) among the Purchased Assets Assets, the license granted in accordance connection with the principles set forth Trademark License Agreement and the agreement of Sellers contained in Section 1060 of the Code (27.G hereof as agreed by Buyer and the Seller prior to Closing in a manner consistent with Treasury Regulations promulgated thereunderRegulation ss. 1.1060-IT(f). Buyer shall prepare in a draft allocation statement in accordance timely manner and present to Sellers for their review a Form 8594 Asset Acquisition Statement of Allocation consistent with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and the Sunbeam Transferors shall promptly confer and reach agreement regarding such form and each Seller shall cooperate in the preparation timely file such agreed-upon form and shall file a copy of such Tax Returns form with its federal income tax return for the period that includes the date of the Closing. Each of Buyer and file such forms as required by applicable Law. Neither Buyer nor the Sunbeam Transferors further agrees not to take any Seller shall take a position inconsistent therewith upon examination of with such allocation for any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputetax purpose.

Purchase Price Allocation. (a) For United States federal, state and local income tax purposes, the Seller and Parent agree that the sale of the Interests shall be treated as a deemed purchase of all of the assets of the Company. (b) The Purchase Price and other relevant items payable (plus any additional amounts treated as consideration for Tax purposes the Interests under Treasury Regulations Section 1.1060-1(c), including, where applicable, the Closing Date Indebtedness, the “Allocable Purchase Price”) shall be allocated among the Purchased Assets assets of the Company and its Subsidiaries. Such allocation shall be made in accordance with the requirements of Section 1060 of the Code and the Treasury Regulations thereunder and in any event in accordance with the valuation principles set forth in Exhibit 2.5(b) (the “Allocation Principles”). (c) No later than thirty (30) days after the Determination Date, Parent shall prepare and deliver to the Seller its determination of the allocation of the Allocable Purchase Price (to the extent payable as of the Closing) pursuant to Section 2.5(b) (“Allocation Schedule”), which shall be prepared in accordance with the Allocation Principles and shall be final, binding and conclusive on the parties hereto; provided, however, if, within thirty (30) days following the delivery of the Allocation Schedule, the Seller notifies Parent in writing that the Seller disputes any allocation in the Allocation Schedule, including but not limited to an allocation to any item of property described in Section 751(a) of the Code (a “Hot Asset”) in excess of such Hot Asset’s book value, Parent and the Seller shall cooperate in good faith to resolve such dispute. Should Parent and the Seller fail to reach an agreement within thirty (30) days after the Seller notifies Parent of such dispute, the determination of the disputed item or items shall be made by the Independent Accounting Firm. The Independent Accounting Firm shall make its determination in accordance with the principles and requirements of this Section 2.5. Neither Parent nor the Seller shall take any position (whether in connection with audits, Tax Returns or otherwise) that is inconsistent with this Section 2.5 and the Allocation Schedule, except as may be required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or similar provision of state, local or foreign Tax law). (d) In the event that there is any adjustment to the Allocable Purchase Price, Parent shall revise the Allocation Schedule to reflect any such adjustment using the same methodology as used in the preparation of the initial Allocation Schedule, consistent with the principles set forth in this Section 1060 of the Code (2.5 and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of promptly deliver such draft of any objection by Sellers revised Allocation Schedule to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the PartiesSeller. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) The Parties agree to allocate the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the Code and other relevant items for Tax purposes shall be allocated applicable Treasury Regulations) among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunderthereunder and the principles set forth on Schedule 2.3 (the "Purchase Price Allocation"). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty Within five (605) calendar days after the final determination of the Closing DateDate Balance Sheet and the Closing Schedule as provided in Section 2.2, the Buyer shall deliver to the Seller a draft Purchase Price Allocation. Parent The Seller shall inform have the right to review such draft Purchase Price Allocation and shall notify the Buyer in writing of any objections within fifteen thirty (1530) calendar days of the after receipt of such draft of any objection by Sellers to the draft allocationPurchase Price Allocation. To the extent that any such objection is received, the Buyer and Sellers The Parties shall attempt cooperate in good faith to resolve any disputereach agreement on the disputed items or amounts, if any. If Buyer and Sellers the Parties are unable to reach such an agreement regarding the Purchase Price Allocation, then within fifteen thirty (1530) days after following receipt by the Buyer of such noticethe Seller's written objections, the disputed items any disagreement shall be resolved by a nationally recognized accounting firm that is mutually acceptable the Independent Accountants whose involvement shall be limited solely to disputed items. The Purchase Price Allocation, as prepared by the Buyer and Sellers (if no timely written objection by the “Independent Accountant”)Seller shall have been given, and as adjusted pursuant to any determination agreement between the Parties or as determined by the Independent Accountant Accountants, shall be finalfinal and binding on the Parties. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, Any fees and expenses of the Independent Accountant Accountants shall be borne equally by Buyer the Seller and Sellersthe Buyer. The allocation Subject only to any adjustments to the Purchase Price as determined by agreement of provided in this Agreement, the Parties or agree (i) to be bound by the Independent Accountant, as the case may be (the “Purchase Price Allocation”, (ii) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate Allocation in the preparation of such financial statements and filing of all Tax Returns (including filing Form 8594 with the United States federal Tax Return for the taxable year that includes the Closing Date) and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination in the course of any Tax Returnaudit, in any refund claimTax review or Tax litigation relating thereto, or in any litigation or investigationand (iii) to take no position and to cause their Affiliates to take no position inconsistent with the Purchase Price Allocation for Tax purposes, without including United States federal and state income Tax and foreign income Tax. Not later than thirty (30) days prior to filing their respective Forms 8594 (and analogous state forms) relating to the prior written consent of transaction contemplated by this Agreement, each Party shall deliver to the other Party Parties a copy of its Form 8594 (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parentand analogous state forms), except as required by applicable Law. In the event that a Governmental Authority disputes the Purchase Price Allocation is disputed by any Taxing AuthorityAllocation, the Party receiving notice of the such dispute shall promptly notify the other Party Party, and the Parties shall reasonably cooperate to defend the Purchase Price Allocation in writing of such notice and resolution of the disputeany applicable proceeding.

Purchase Price Allocation. (a) The As promptly as practicable after the Closing, but not later than the later of (i) 180 days after the Closing Date or (ii) 30 days after the determination of Closing Net Working Capital, Buyer shall deliver a statement (the “Proposed Allocation”) allocating the Purchase Price (including, without duplication, liabilities and other relevant items required to be capitalized) among the Transferred Assets for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles methodology set forth in Annex 2 hereto, which has been prepared based on Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles , as adjusted and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection modified by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it subsequent adjustments pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be this Agreement (the “Purchase Price Allocation”) shall be binding on the Parties). (b) Each If, within 15 days after the delivery of the Proposed Allocation, Seller Representative notifies Buyer in writing that Seller Representative objects to any item reflected in the allocation set forth thereon, specifying with particularity any such item and stating the specific factual or legal basis for any such objection, Buyer agree and Seller Representative shall negotiate in good faith to act resolve such objection. In the event that Buyer and Seller Representative are unable to resolve such dispute within 20 days following Seller Representative’s notification of such objection, Buyer and Seller Representative shall jointly retain an Independent Account Firm to resolve the disputed items in accordance with Sections ‎2.11(c) through ‎2.11(e), mutatis mutandis, with the exception that the fees and expenses of the Independent Accounting Firm shall be shared equally by Buyer and Seller Representative. Upon resolution of the disputed items, the allocation reflected on the Proposed Allocation shall be adjusted to reflect such resolution. If Seller Representative does not deliver any such objections to Buyer, the Proposed Allocation shall become the final Purchase Price Allocation. (c) Buyer and Sellers shall, and shall cause their respective Affiliates to, file all Tax Returns (including IRS Form 8594, amended returns and claims for refunds) and information reports in a manner consistent with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed finally determined pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law‎2.12(b). Neither Buyer nor either Seller (or any Seller of their respective Affiliates) shall take a any position inconsistent therewith upon examination of with the final Purchase Price Allocation in connection with any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), proceeding except as otherwise required by applicable Law. In the event that Law and except as may be necessary to reflect adjustments to the Purchase Price Allocation is disputed resulting from post-Closing adjustments to the Purchase Price; provided, however, that nothing in this Section ‎2.12(c) shall prohibit Buyer or Sellers (or any of their respective Affiliates) from settling any proposed deficiency or adjustment by any Taxing Authority, the Party receiving notice Governmental Authority based upon or arising out of the dispute final Purchase Price Allocation, and Buyer and Sellers (and any of their respective Affiliates) shall promptly notify not be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the other Party in writing of such notice and resolution of the disputefinal Purchase Price Allocation.

Purchase Price Allocation. (a) The Purchase Price Seller and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance cooperate with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt each other in good faith to resolve any dispute. If Buyer and Sellers are unable arrive, prior to reach such agreement within fifteen (15) days after receipt by Buyer the expiration of such noticethe Due Diligence Period, the disputed items shall be resolved by at a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers allocation of the Purchase Price (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) among the Real Property, and the portion of the Property that constitutes intangible personal property (including the Plans and Surveys, Permits and Licenses, Warranties and Guaranties, Contract Rights, goodwill and any other items considered intangible personal property under applicable laws). The Allocation shall be binding on also reflect specific amounts allocated to any other personal property which is subject to taxes by virtue of the Closing. All Allocations hereunder shall reflect the Parties. (b) Each ’ best judgment as to the fair market value of each item as of the Closing. If the Parties agree to such an Allocation, Seller and Buyer agree to (i) be bound by the Allocation, (ii) act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate Allocation in the preparation of such Tax Returns financial statements and file such filing of all tax returns and forms as required by applicable Law. Neither Buyer nor and in the course of any Seller shall take tax audit, tax review or tax litigation relating thereto, (iii) refrain from, and cause their Affiliates to refrain from, taking a position inconsistent therewith upon examination of any Tax Returnwith the Allocation for tax purposes, in any refund claimand (iv) provide such information, or in any litigation or investigationincluding taxpayer identification numbers and address, without the prior written consent of as may be required by the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Lawconnection with such filings. In the event that the Parties do not agree on an Allocation, then each Party shall file federal, state and local returns based on each Party’s own determination of the proper allocations of the Purchase Price Allocation Price, each bearing its own consequences for any discrepancies; provided, however, that Seller’s proposed adjusted allocation shall control for purposes of any transfer tax and/or sales tax due in connection with the conveyance of the Property and B▇▇▇▇’s proposed adjusted allocation shall control for purposes of determining the insured amount for the Title Policy. This Section 2(b) shall survive the Closing. For purposes hereof, “Affiliate” means, with respect to the Party in question, any other person or entity that, directly or indirectly, controls, is disputed controlled by any Taxing Authorityor is under common control with, such Party. For the purposes of this definition, the Party receiving notice term “control” means the possession, directly or indirectly, of the dispute shall promptly notify power to direct or cause the other direction of the management and policies of the Party in writing question, whether by the ownership of such notice and resolution of the disputevoting securities, contract or otherwise.

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code Within twenty (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (6020) calendar days Business Days after the Closing Date. Parent Statement becomes final pursuant to Section 2.8(b), Seller shall inform Buyer in writing within fifteen (15) calendar days deliver to Purchaser a proposed form of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers statement (the “Independent AccountantAllocation”), and any determination by allocating (i) the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen Gross Equity Purchase Price (15) days of having the item referred to it as adjusted pursuant to such procedures as it may require. The costsSection 2.8) to the Equity Interests, fees and expenses (ii) the sum of (A) the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Gross Asset Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with pursuant to Section 2.6(a2.8), (B) if applicablethe Assumed Liabilities, in and (C) any Tax Return, including any forms or reports required to be filed other Liabilities properly taken into account pursuant to Section 1060 of the Code or any provisions Code, among the Purchased Assets, in each case in accordance with the methodology set forth in Schedule 2.9(a) of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Seller Disclosure Letter and the requirements of Section 1313(a) 1060 of the Code. Buyer Each of the Seller Entities on the one hand and each Seller Purchaser and the Conveyed Companies on the other shall cooperate in (x) be bound by the preparation Allocation for purposes of such determining any Taxes; (y) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation and file such forms as required by (z) take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, Return or in any litigation proceeding before any Taxing Authority or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Lawotherwise. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party hereto, and Seller and Purchaser agree to use their commercially reasonable efforts to defend such Allocation in writing any Contest. (b) Purchaser shall notify Seller of such notice and resolution any disagreement with the proposed Allocation within five (5) Business Days of Purchaser’s receipt of the disputeproposed Allocation. If Seller and Purchaser fail to agree on the Allocation within thirty (30) days of Seller’s receipt of Purchaser’s notice of disagreement, such matter shall be referred to an accounting firm (the “Arbiter”) for binding arbitration. Seller and Purchaser shall mutually agree on an Arbiter that is independent of both Seller and Purchaser. In the event that Seller and Purchaser cannot agree on an Arbiter within twenty (20) days, Seller and Purchaser each shall select an accounting firm, and the two (2) firms selected shall mutually select a third accounting firm, independent of both Seller and Purchaser, to act as the Arbiter. The choice of an Arbiter by the two (2) firms pursuant to the preceding sentence shall be binding on the Parties. Within thirty (30) days of the selection of the Arbiter, Seller and Purchaser shall deliver to the Arbiter copies of any schedules or documentation which may reasonably be required by the Arbiter to make its determination. Each of Purchaser and Seller shall be entitled to submit to the Arbiter a memorandum setting forth its position with respect to such arbitration. The Arbiter shall render a determination within sixty (60) days of its selection. Notwithstanding any provision of this Section 2.9(b), the Arbiter may, at its sole discretion, amend the procedures contained herein. The determination of the Arbiter shall be final and binding on all Parties and shall be the conclusive “Allocation” for purposes of this Agreement. The costs incurred in retaining the Arbiter shall be shared equally, fifty percent (50%) by Seller and fifty percent (50%) by Purchaser.

Purchase Price Allocation. (a) The Except as otherwise required by applicable Law, the Parties and the EMEA Sellers shall (i) first allocate to the tangible Assets, the tangible EMEA Assets and the CIP Unbilled Accounts Receivable of the Acquired Business a proportion of the Purchase Price (and, to the extent properly taken into account under the applicable Tax Laws, the Assumed Liabilities and other relevant items for the EMEA Assumed Liabilities), equal to the net book value of such Assets and such EMEA Assets as of the Closing Date and (ii) then allocate the balance of the Purchase Price, as adjusted in clause (i) of this Section, to the intangible Assets and the intangible EMEA Assets. (b) To the extent necessary to file Transfer Tax purposes Returns, the Parties shall be allocated negotiate in good faith to determine an allocation of the Purchase Price, (and, to the extent properly taken into account under the applicable Tax Laws, the Assumed Liabilities and the EMEA Assumed Liabilities) among the Purchased Assets and the EMEA Assets in accordance with the principles set forth in of Section 1060 of the Code (and the Treasury Regulations regulations promulgated thereunderthereunder and other applicable Tax Laws, which allocation shall be consistent with the principles of Section 2.2.6(a) (such allocation, a “Partial Allocation”). Buyer If the Parties do not reach agreement on a Partial Allocation after negotiating in good faith, the Partial Allocation shall be submitted to the Accounting Arbitrator, which shall prepare a draft final Partial Allocation; provided, however, that if a different Partial Allocation is required by a Government Entity (including for this purpose an allocation statement required, approved or authorized pursuant to a Bankruptcy Proceeding), then the Partial Allocation shall be modified as necessary to be consistent with the required allocation (but in all cases shall be consistent with the principles of Section 2.2.6(a) to the extent permitted by such Government Entity). Notwithstanding the preceding sentence, if the Parties have not reached agreement on the Partial Allocation and the Accounting Arbitrator has not submitted its determination on or before the date that a Transfer Tax Return is required to be filed with the relevant Tax Authority (giving effect to any valid extensions) pursuant to Section 6.7(b), then such Transfer Tax Return shall be timely filed in the manner that the Party with primary responsibility for filing such return reasonably determines and, upon receiving the Accounting Arbitrator’s later determination and to the extent permitted under applicable Law, the filing Party shall promptly file, or cause to be filed, an amended return in accordance with the aforementioned principles and provide a copy therewith. The Parties agree (i) to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination bound by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally final Partial Allocation accepted by Buyer and Sellers. The allocation as determined by agreement of the Parties or prepared by the Independent AccountantAccounting Arbitrator (as modified to be consistent with the allocation required by a Government Entity, as the case may be described above), as applicable, and (the “Purchase Price Allocation”ii) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted allocations contained in accordance with Section 2.6(a) if applicable, in any Tax Return, such final Partial Allocation for all purposes relating to Transfer Taxes (including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions preparation and filing of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Transfer Tax Returns). For purposes of this Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent2.2.6(b), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.the

Purchase Price Allocation. (a) The Purchase Price portion of the aggregate amount of the Merger Consideration that is attributable to the Unitholders’ interest in the assets of the Company and other relevant items its Subsidiaries shall be determined and allocated among such assets for Tax purposes shall be allocated (including for purposes of section 1060 of the Code) and among the Purchased Assets assets of ▇▇▇▇▇▇▇▇▇ Juice Products, LLC, where required for purposes of Section 751 of the Code, as provided in this Section 10.01(b) (the “Asset Allocation”). The Purchaser shall deliver to the Representative a statement (the “Allocation Statement”) setting forth in reasonable detail the Purchaser’s determination of the Asset Allocation within ninety (90) days after the Closing Date and shall also provide access to employees and service providers and any other information reasonably requested by the Representative for purposes of the Representative’s review of the Allocation Statement. The Representative shall have forty-five (45) days after receipt of such Allocation Statement within which to review and consent to the Purchaser’s determination. If the Representative has not consented to the Allocation Statement, the parties shall follow the procedures set forth in Section 1.08(b) to resolve any disagreements with respect to the Asset Allocation, including referring issues to the Dispute Resolution Auditor for resolution. Once the Asset Allocation is finalized in accordance with the principles set forth in Section 1060 of above procedures, it shall be final and binding upon the Code Purchaser, the Unitholders, the Company and their respective Affiliates for all Tax purposes, and each such Person (i) shall file, or cause to be filed, all applicable Tax Returns, including IRS Forms 8308 and 8594 and the informational statements required pursuant to Treasury Regulations promulgated thereunderRegulation Section 1.751-1(a)(3). Buyer shall prepare a draft allocation statement , in accordance with the aforementioned principles such allocation and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”ii) shall be binding not take or permit its Affiliates to take any position on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, Return or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed proceeding relating to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event Taxes that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of inconsistent with such notice and resolution of the disputeallocation.

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy Prior to Parent no later than sixty (60) calendar days after the Closing Date. Parent , Buyer shall inform Buyer in writing within fifteen (15) calendar days provide to Seller copies of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), IRS Form 8594 and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be required exhibits (the “Purchase Price Allocation”) setting forth Buyer’s proposed allocation of the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) in accordance with Section 1060 of the Code. Within 20 days after the receipt of the Purchase Price Allocation, Seller shall propose to Buyer any changes to the Purchase Price Allocation or shall be binding on deemed to have indicated its concurrence therewith. Buyer and Seller shall endeavor in good faith to resolve any differences with respect to the PartiesPurchase Price Allocation within 20 days after Buyer’s receipt of notice of objection from Seller. (b) Each If Seller objects to the Purchase Price Allocation within the period provided in Section 2.6(a) and Buyer and Seller are unable to resolve any differences that, in the aggregate, are material in relation to the Purchase Price, then any remaining disputed matters shall be finally and conclusively determined by an independent accounting firm of recognized national standing selected by Buyer and Seller, which firm shall not be the regular auditing firm of Buyer or Seller. Promptly, but not later than 20 days after its acceptance of its appointment, such accounting firm shall determine (based solely on presentations by Buyer and Seller and not by independent review) only those matters in dispute and shall render a written report as to the disputed matters and the resulting allocation of the Purchase Price and the Assumed Liabilities, which report shall be conclusive and binding upon the parties. Buyer and Seller shall, subject to the requirements of Applicable Law, file all Tax Returns and reports consistent with the allocation provided in the Purchase Price Allocation as determined by such accounting firm. The fees and expenses of such accounting firm shall be shared equally by Buyer and Seller. (c) Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, Allocation in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Applicable Law, unless otherwise required by a change in Law after the date hereof, or there has been a final “determination,” as defined in Section 1313(a) of the Code, in which the allocation is modified. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as may be required by applicable Applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent)party, except as required by applicable Applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Governmental Authority, the Party party receiving notice of the dispute shall promptly notify the other Party party hereto in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes Buyer shall be allocated among present a draft of the Purchased Assets Allocation (the “Proposed Allocation”) in accordance with the principles methodology set forth in Section 1060 Schedule 2.9 to the Sellers’ Representative for review within thirty (30) Business Days of the Code final determination of the Purchase Price under Section 2.4. Unless Sellers’ Representative notifies the Buyer of an objection as provided in this Section 2.9, at the close of business on the fifteenth (and 15th) Business Day after delivery of the Treasury Regulations promulgated thereunder)Proposed Allocation, the Proposed Allocation shall become the Allocation. The Sellers’ Representative shall notify Buyer shall prepare a draft allocation statement in accordance with of any objection to the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing Proposed Allocation within fifteen (15) calendar days Business Days of the receipt delivery of the Proposed Allocation. The Buyer and the Sellers’ Representative shall negotiate in good faith and use their commercially reasonable efforts to resolve any differences for a period of ten (10) Business Days after delivery of such draft of any objection notice by Sellers to the draft allocationSellers’ Representative. To the extent that any such objection is received, If the Buyer and Sellers the Sellers’ Representative reach agreement amending the Proposed Allocation, the Proposed Allocation, as amended by such agreement, shall attempt become binding upon the Buyer and the Sellers’ Representative and shall be the Allocation. If the Buyer and the Sellers’ Representative cannot mutually agree on the appropriate allocation within the ten (10) day time limit set forth in good faith this Section 2.9, then the Buyer and the Sellers’ Representative shall submit the Proposed Allocation to resolve any the Accounting Firm, solely for the purposes of resolving such dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses costs of the Independent Accountant services of the Accounting Firm shall be borne equally by Buyer the Buyer, on the one hand, and the Sellers, on the other hand. The allocation Buyer, the Sellers and their respective Affiliates shall prepare and file all Tax Returns in all respects and for all purposes consistent with the Allocation as finally determined pursuant to this Section 2.9 and shall not make any inconsistent statement or adjustment on any Tax Return unless required by agreement applicable Law, or otherwise take any Tax position inconsistent with the Allocation (including in audits), absent a “determination” within the meaning of Section 1313 of the Parties or by Code to the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Partiescontrary. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that there is any adjustment to the Purchase Price Allocation is disputed by any Taxing Authoritypursuant to this Agreement, the Party receiving notice of Allocation shall be adjusted as appropriate to reflect any such adjustment and such allocation, as revised, shall be the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeAllocation.

Purchase Price Allocation. (a) The Seller and Buyer agree that the Purchase Price and other relevant items any Assumed Seller Liabilities treated as consideration for Tax purposes shall be allocated for Tax purposes among the Purchased Seller Assets and the Subsidiary Shares and among the different items of assets of the QSSSs in accordance with the principles manner set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft on an allocation statement in accordance with (the aforementioned principles “Allocation Statement”) to be agreed upon by Seller and provide a copy to Parent no later than sixty (60) calendar days Buyer before or as soon as practicable after the Closing Date. Parent The Allocation Statement shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers be consistent with Code Section 1060 and, to the draft allocation. To extent applicable, Code Section 338, and the extent that any such objection is receivedregulations thereunder, and shall at a minimum provide for the following specific agreed-upon allocations (the “Firm Allocations”): (i) machinery, equipment, tools and vehicles: to be determined by West, but not to exceed $30,500,000; (ii) leasehold improvements: to be determined by West, but not to exceed $10,000,000; and (iii) fixed assets and progress: to be determined by West, but not to exceed $2,000,000. (b) Seller and Buyer and Sellers shall attempt in good faith use commercially reasonable efforts to resolve any disputesettle the Allocation Statement within sixty (60) days following the Closing Date. If Seller and Buyer and Sellers are unable to reach an agreement on the specific allocations to be included in the Allocation Statement (other than the Firm Allocations) within such sixty (60)-day period, either Party may, by written notice to the other, require that the contents of the Allocation Statement (other than the Firm Allocations) be determined by a mutually acceptable firm of Independent Accountants. Promptly after the giving of such notice by either of Seller or Buyer and upon such Parties’ mutual agreement on the firm of Independent Accountants, each of Seller and Buyer shall submit its proposed Allocation Statement (which shall include the Firm Allocations) to the Independent Accountants for review together with such supporting documents and information as each such Party deems appropriate to support its position. The determination of the Independent Accountants with respect to the Allocation Statement shall be completed within fifteen thirty (1530) days after receipt by Buyer the appointment of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant s and shall be final, binding and conclusive on Seller and Buyer (provided that such determination includes the Firm Allocations). The Independent Accountant Accountants shall resolve adopt the position of either Buyer or Seller based upon which Party’s submission, in the determination of the Independent Accountants, more accurately reflects the correct allocation of the Purchase Price and any disputed Assumed Seller Liabilities treated as consideration for Tax purposes among the Seller Assets and the Subsidiary Shares and among the different items within fifteen (15) days of having assets of the item referred to it pursuant to such procedures as it may requireQSSSs. The costsfees, fees costs and expenses of the Independent Accountant Accountants shall be borne equally paid by whichever of Seller or Buyer and Sellers. The allocation as determined by agreement of is the Parties or Party whose proposed Allocation Statement is not selected by the Independent Accountant, Accountants as the case may be (the “Purchase Price Allocation”) shall be binding on the Partiescorrect Allocation Statement. (bc) Each Following the Closing, if any item on the Allocation Statement (as finally agreed upon by Seller and Buyer agree or as selected by the Independent Accountants, as applicable) needs to act be updated under Applicable Law (including as a result of any Purchase Price adjustment), Seller shall provide to Buyer a proposed revised copy of the Allocation Statement (a “Revised Statement”), which Revised Statement shall be subject to Buyer’s review and approval (not to be unreasonably withheld or delayed). If Seller and Buyer disagree on such Revised Statement and are unable to resolve such disagreement within thirty (30) days after such Revised Statement is provided by Seller to Buyer, such Parties shall resolve such disagreement in accordance with the provisions of Section 7.2(b), as if such Revised Statement were the original Allocation Statement. (d) Buyer and Seller shall allocate the Purchase Price Allocation, as adjusted in accordance with Section 2.6(athe Allocation Statement (as finally agreed upon by Seller and Buyer or as selected by the Independent Accountants, as applicable) or, if applicable, in any Tax Return, including any forms the last Revised Statement provided by Buyer and either approved by Seller or reports required determined to be filed correct by the Independent Accountants pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” 7.2(b) (as defined in Section 1313(a) of the Codeapplicable). Buyer and each Seller shall cooperate in the preparation of such All Tax Returns and file reports filed by Buyer, Seller, and their respective Affiliates, including a Form 8883, shall be prepared consistently with such forms as required by applicable allocation, unless such allocation (or any part thereof) is contrary to Applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) The Purchase Price and other relevant items (including Assumed Liabilities that are treated as assumed for Tax purposes purposes) shall be allocated among (i) the Purchased Acquired Assets and (ii) the Sold Shares, as set forth on Schedule 2.7, unless the parties otherwise agree prior to the Closing. In the event an adjustment to the Purchase Price is made pursuant to Section 2.3(b) or 2.6 or otherwise under this Agreement, the allocation of the Purchase Price (including Assumed Liabilities that are treated as assumed for Tax purposes) shall be revised to allocate such adjustment to the Acquired Assets or Sold Shares, as the case may be, based upon the item to which such adjustment is attributable. (b) The Sellers shall prepare an allocation among the Acquired Assets in the United States (in accordance with the principles set forth in Schedule 2.7 and Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with ) and submit it to the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing Buyers for their approval within fifteen (15) calendar 60 days of the receipt final purchase price adjustment. If within 30 days of such draft of any objection by Sellers to submission the draft allocation. To Buyers and the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days agree upon the allocation after receipt by Buyer of such noticenegotiating in good faith, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable parties will submit any disputes to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be finalCPA Firm. The Independent Accountant CPA Firm shall resolve any disputed items such disputes within fifteen (15) 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant its determination shall be borne equally by Buyer conclusive and Sellers. The allocation as determined by agreement of binding upon the Parties or by Sellers and the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the PartiesBuyers. (bc) Each Seller and Buyer agree to act in accordance with Except as otherwise provided by the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms immediately preceding paragraph or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor , the Sellers and the Buyers shall report the Tax consequences of the transactions contemplated by this Agreement in a manner consistent with Schedule 2.7 and the Purchase Price allocation described therein, as it may be revised from time to time, and shall not take any Seller position inconsistent therewith in preparing any Tax Returns, IRS Form 8594 and any other Tax forms or filings, as well as in preparing any published financial statements in accordance with U.S. GAAP, and none of the Buyers or the Sellers shall take a any position inconsistent therewith upon examination of any Tax Return, in any Tax refund claim, or in any Tax litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeIR or Buyer Parents.

Purchase Price Allocation. Within 90 days after the Closing Date, Buyer shall provide the Company with an interim proposed schedule (athe "Allocation Schedule") The allocating the Purchase Price Price, plus any assumed liabilities and all other relevant items for Tax purposes shall be allocated comprising the "Aggregate Grossed-up Basis" of the Company's assets ("AGUB"), in each case that are apportioned among the Company's Business and Purchased Assets in accordance (the "Section 1060 Allocable Amount"). Such AGUB and Allocation Schedule shall comply with the principles set forth in rules of Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with ; provided, however, that the aforementioned principles parties agree that the fair market value of both the Company's tangible personal property (other than inventory) and provide a copy the Company's other personal property acquired by the Company prior to Parent no later than sixty (60) calendar days after the Closing DateDate (other than cash, accounts receivable, prepaid expenses and the Company's investment in Cavion), does not exceed $13,000,000. Parent shall inform Buyer in writing The Company must either accept or reject the AGUB and the Allocation Schedule within fifteen (15) calendar 30 days of receipt thereof. If the receipt of such draft of any objection by Sellers to Company accepts the draft allocationAGUB and the Allocation Schedule, they shall become final and binding on the parties hereto. To If the extent that any such objection is receivedCompany rejects the AGUB or the Allocation Schedule, the Buyer and Sellers parties shall attempt in good faith attempt to resolve any dispute. If Buyer and Sellers are unable to reach such agreement the dispute within fifteen (15) 15 days after receipt by written notice to Buyer of that rejection. Any such notice, the disputed items resolution shall be resolved by a nationally recognized final and binding on all of the parties hereto. Any unresolved disputes shall be promptly submitted to Ernst & Young LLP or such other independent accounting firm that is of national reputation as may be mutually acceptable to the Company and Buyer (the "Independent Accountants") for resolution, with such resolution being final and binding on the parties hereto. Buyer and Sellers the Company (from the “Independent Accountant”Escrow Fund), and any determination by will each pay one-half of the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and SellersAccountants. The allocation as determined by agreement of the Parties or by parties shall cooperate with each other and the Independent AccountantAccountants in connection with the matters contemplated by this Section 1.6(a), including, without limitation, by furnishing such information and access to books, records (including, without limitation, accountants work papers), personnel and properties as the case may be (the “Purchase Price Allocation”) shall be binding on the Partiesreasonably requested. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) The aggregate consideration for the Purchased Assets (excluding the assets purchased under Section 2.6(c) below) shall be (i) an amount in cash equal to US$9,100,000 (the "Purchase Price") and (ii) the assumption of the Assumed Liabilities. The portion of the Purchase Price and other relevant items for Tax purposes shall be allocated among to the U.S. Purchased Assets in accordance with Section 2.6(b) below (the principles set forth in Section 1060 "U.S. Purchase Price") shall be paid by U.S. Buyer to U.S. Seller at the U.S. Closing and the portion of the Code (and Purchase Price allocated to the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement Mexican Purchased Assets in accordance with Section 2.6(b) below (the aforementioned principles and provide a copy "Mexican Purchase Price") shall be paid by Mexican Buyer to Parent no later Mexican Seller at the Mexican Closing, in each case by wire transfer of immediately available funds to such account or accounts as shall have been designated by Sellers not less than sixty five (605) calendar days after Business Days prior to the Closing Date. Parent . (b) Prior to the Closing, the Sellers and Buyers shall inform Buyer in writing within fifteen (15) calendar days agree on the allocation of the receipt of Purchase Price and the Assumed Liabilities among the Purchased Assets, and shall report such draft of any objection by Sellers to the draft allocation for all Tax purposes in a manner consistent with such allocation. To the extent The parties agree that if any Governmental Entity does not agree with such objection is receivedallocation, the Buyer parties shall use their commercially reasonable efforts and Sellers shall attempt in good faith to resolve agree upon a different allocation acceptable to that Governmental Entity and, if the parties are so able to agree, they shall amend the allocation and relevant Tax Returns accordingly, provided that nothing contained herein shall be construed so as to require any disputeparty to commence or participate in any proceedings challenging the determination so made by any Governmental Entity. If Buyer The parties hereto shall cooperate in the filing of any forms (including Form 8594 and any analogous Mexican provision) with respect to the foregoing allocations. (c) Not later than seven (7) days prior to the Closing Date, Sellers and Buyers shall agree on the quantities and types of Inventory and additional Mexican Equipment and U.S. Equipment, if any, to be purchased by Buyers from Sellers and the purchase price therefor; provided, however, that Buyers shall not be obligated to purchase any Inventory or any additional Mexican Equipment or U.S. Equipment (in each case, other than as included on Schedule 4.4(c)); and provided further, however, that if the parties are unable to reach such agreement within fifteen (15) days after receipt by Buyer agree on the purchase price for any of such noticeitems, such items will not be sold to Buyers. Each of the parties shall signify in writing their respective approval of such quantities and types of, and purchase price for, the disputed items Inventory and additional Mexican Equipment or U.S. Equipment, if any, to be purchased hereunder, which written agreement shall become part of this Agreement for all purposes without any further action of the parties. The title to the Inventory and the additional Mexican Equipment and U.S. Equipment, if any, purchased by Buyers shall be resolved by a nationally recognized accounting firm that is mutually acceptable transferred to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it Buyers at Closing pursuant to such procedures as it may require. The costs, fees the U.S. ▇▇▇▇ of Sale and expenses the Mexican ▇▇▇▇ of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent AccountantSale, as the case may be. The amounts to be (the “Purchase Price Allocation”paid by Buyers to Sellers under this Section 2.6(c) shall be binding on paid at Closing, by wire transfer of immediately available funds to such account or accounts as shall have been designated by Sellers not less than five (5) Business Days prior to the PartiesClosing Date. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (ai) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no No later than sixty (60) calendar 90 days after the Closing Date, Seller will deliver to Purchaser a statement (the “Allocation Statement”) allocating the Purchase Price (increased by the Assumed Liabilities and any other items to the extent properly taken into account under Section 1060 of the Code) among the Transferred Assets and any other assets to the extent properly treated as acquired for Tax purposes pursuant to this Agreement in accordance with Section 1060 of the Code. Parent shall inform Buyer If, within 30 days after the delivery of the Allocation Statement, Purchaser has not notified Seller in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers that Purchaser objects to the draft allocation. To allocation set forth in the extent that any such objection is receivedAllocation Statement, the Buyer Allocation Statement will become final and Sellers shall attempt in good faith binding on the parties. If, within such 30-day period, Purchaser has so notified Seller, Purchaser and Seller will use commercially reasonable efforts to resolve any disputesuch dispute within 30 days. If Buyer In the event that Purchaser and Sellers Seller are able to resolve such dispute within such 30-day period, the allocation reflected on the Allocation Statement will be adjusted to reflect such resolution and the Allocation Statement (as so adjusted) will become final and binding on the parties. In the event that Purchaser and Seller are unable to reach resolve such agreement dispute within fifteen (15) days after receipt by Buyer of such notice30-day period, the disputed items shall such dispute will be resolved by a nationally recognized neutral independent accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”)parties, and any determination by with the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days reasonable costs of having the item referred such accounting firm to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer each of Seller and SellersPurchaser. The allocation Allocation Statement as determined by agreement of the Parties or by the Independent Accountant, as the case may such accounting firm will be (the “Purchase Price Allocation”) shall be final and binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Lawparties, unless otherwise required by a change in Law after the date hereofof this Agreement, a closing agreement with an applicable Taxing Authority, or a final “determination,” as defined judgment of a court of competent jurisdiction. (ii) Once the Allocation Statement becomes final and binding pursuant to Section 6.1(b)(i), the parties agree to (A) be bound by the Allocation Statement for all Tax purposes, and (B) act in Section 1313(a) of accordance with the Code. Buyer and each Seller shall cooperate Allocation Statement in the preparation of such Tax Returns preparation, filing, and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination audit of any Tax Return, in any refund claimeach case, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as unless otherwise required by applicable Law. In a change in Law occurring after the event date that the Purchase Price Allocation is disputed by any Statement becomes final and binding, a closing agreement with an applicable Taxing Authority, the Party receiving notice Authority or a final judgment of the dispute shall promptly notify the other Party in writing a court of such notice and resolution of the disputecompetent jurisdiction.

Purchase Price Allocation. Purchaser shall, within forty-five (a45) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date, prepare and deliver to Sellers a schedule (the “Allocation Schedule”) allocating the Purchase Price and the Assumed Liabilities among the Assets in accordance with Treas. Parent shall inform Buyer in writing within fifteen Reg. 1.1060-1T (15or any comparable provisions of state or local tax law) calendar days of or any successor provision. Sellers will have the receipt of such draft of any objection by Sellers right to raise reasonable objections to the draft allocation. To the extent that any such objection is receivedAllocation Schedule within ten (10) days after their receipt thereof, the Buyer in which event Purchaser and Sellers shall attempt will negotiate in good faith to resolve any disputesuch objections. If Buyer Purchaser and Sellers are unable cannot mutually resolve Sellers’ reasonable objections to reach such agreement the Allocation Schedule within fifteen ten (1510) days after Purchaser’s receipt by Buyer of such noticeobjections, the disputed items such dispute shall be resolved by a nationally recognized presented to an accounting firm that is to be mutually acceptable to Buyer selected by Purchaser and Sellers on the next day for a decision that shall be rendered by such accounting firm within thirty (30) calendar days thereafter and shall be final and binding upon each of the “Independent Accountant”)parties. The fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Purchaser, on the one hand, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costsSellers, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. other hand. Purchaser and Sellers each shall report and file all Tax returns (bincluding amended Tax returns and claims for refund) Each Seller and Buyer agree to act in accordance consistent with the Purchase Price AllocationAllocation Schedule, as adjusted in accordance with Section 2.6(a) if applicable, and shall take no position contrary thereto or inconsistent therewith (including in any Tax Return, including audits or examinations by any forms or reports required to be filed pursuant to Section 1060 of the Code taxing authority or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Codeother proceedings). Buyer Purchaser and each Seller Sellers shall cooperate in the preparation filing of any forms (including Form 8594) with respect to such Tax Returns and file allocation, including any amendments to such forms as required by applicable Law. Neither Buyer nor with respect to any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed adjustment to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by Price, pursuant to this Agreement. Notwithstanding any Taxing Authorityother provisions of this Agreement, the Party receiving notice of foregoing agreement shall survive the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeClosing Date without limitation.

Purchase Price Allocation. (a) The Each of Seller and Buyers shall, as promptly as practicable after the Effective Date (but, in any event, prior to Closing), exercise good faith efforts to agree upon an allocation of the Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Transferred Assets in accordance with Applicable Tax Law. The Parties will file all Tax Returns consistent with the principles allocation of the Purchase Price determined in accordance with this Section 2.12. The allocation of the Purchase Price (including any portion of the Assumed Liabilities if applicable) will be negotiated by the Parties in accordance with Applicable Tax Law. Seller shall propose and deliver to Buyers a preliminary allocation among the Assets of the Purchase Price and such other consideration to be paid to Seller pursuant to this Agreement (an “Allocation”) sufficiently far in advance of the Closing to allow the final pre-closing Allocation to be determined prior to the Closing. The Allocation shall be consistent with Applicable Tax Law and the regulations thereunder and in a manner which facilitates property tax reporting. Buyers shall within thirty (30) days thereafter propose any changes to the Allocation. Within thirty (30) days following delivery of such proposed changes, Seller shall provide Buyers with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor. If Buyers and Seller are unable to resolve any disputed objections within ten (10) days thereafter, such objections shall be referred to the Independent Accountant as set forth in Section 1060 of the Code 2.11. (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than b) Within sixty (60) calendar days after the Closing Date, Buyers shall prepare and deliver to Seller for its review an allocation (consistent with the allocation agreed upon prior to Closing in accordance with this Section 2.12) of an amount equal to the sum of the Purchase Price and Assumed Liabilities properly taken into account for purposes of determining the purchase price for U.S. federal income tax purposes among the Transferred Assets in accordance with Applicable Tax Law. Within sixty (60) days of its receipt of such allocation, Seller shall (i) notify Buyers that it concurs with the allocation and/or determination of fair market value, or (ii) provide written comments to the allocation and/or determination of fair market value. If Buyers and Seller disagree on any aspect of the allocation and/or determination of fair market value, Buyers and Seller agree to use reasonable efforts to resolve any such disagreement within one hundred eighty (180) days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days Any allocation of the receipt of such draft of any objection by Sellers to Purchase Price and the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it Assumed Liabilities agreed or determined pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) this Section 2.12 shall be binding on the Parties. Buyers and Seller for all Tax reporting purposes, and Buyers and Seller shall not (b) Each Seller and Buyer agree to act in accordance except with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 consent of the Code other Party or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller ) take inconsistent positions with respect to, and shall take a position inconsistent therewith upon examination of any Tax Returneach use reasonable efforts to sustain, such allocation in any refund claimsubsequent Tax audit or similar Proceeding, or in any litigation or investigation, without the prior written consent and each of Buyers and Seller agrees to cooperate with the other Party in preparing IRS Form 8594, and to furnish the other with a draft copy of such form within a reasonable period before its filing due date. If Buyers and Seller are unable to resolve any disagreement with respect to the allocation within such one hundred eighty (which consent180) day period, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify be resolved by the other Party Independent Accountant in writing of such notice and resolution of the disputea manner substantially similar to Section 2.12.

Purchase Price Allocation. (a) The consideration for the Assets (the “Purchase Price Price”) shall be, in the aggregate, (i) $[***] in cash, payable by electronic funds transfer at the Closing, subject to adjustment as provided in Section 2.5 based on the Closing Working Capital Statement, (ii) $[***] the “Initial Cash Purchase Price”), (iii) a number of unregistered shares of the common stock, par value $0.001 per share, of Parent (“Parent Common Stock”), [***] equal to the quotient of (x) $[***] divided by (y) the Fair Market Value of one share of Parent Common Stock as of the date of this Agreement (the “Initial Shares”), (iv) the assumption by Purchaser at the Closing of the Assumed Liabilities, (v) all amounts payable or distributable to Seller pursuant to Section 2.6 below and other relevant items (vi) any amount payable to Seller pursuant to Section 2.1(d). On the Closing Date, Purchaser shall deliver to the transfer agent for Tax purposes the Parent Common Stock irrevocable instructions to (1) issue the Initial Shares [***] in the name of Seller and (2) [***]. Neither Purchaser nor Parent shall have any responsibility for the [***] Confidential treatment requested. Omitted portions have been filed separately with the Securities and Exchange Commission.allocation among Seller and the Members of any consideration to which Seller is entitled hereunder, including the allocation of any of the Initial Shares among the Members upon distribution thereof by Seller under Section 2.1(b) below. (b) [***] shall be allocated held in escrow until [***] pursuant to an escrow agreement dated as of the Closing Date among Purchaser, Seller, on behalf of Seller, and Bank of New York, as escrow agent (the Purchased Assets “Escrow Agreement”), in substantially the form annexed hereto as Exhibit B. Any time following [***] release from escrow in accordance with the principles set forth Escrow Agreement, subject to Section 2.8 below, [***]. (c) The Purchase Price shall be allocated by Purchaser among the Assets in the manner required by Section 1060 of the Code and regulations thereunder. Purchaser shall deliver to Seller a copy of such allocation within seventy five (75) days after the Closing. The portion of the Purchase Price, if any, allocated to one or more covenants set forth in a Transaction Document shall not be offered by any party hereto as evidence, or otherwise taken into account, in connection with a determination of the damages arising from a breach of any such covenant. Purchaser and Seller shall file on a timely basis with the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft IRS substantially identical initial and supplemental IRS Forms 8594 consistent with such allocation statement and which gives effect to any adjustment of the Purchase Price determined in accordance with the aforementioned principles and provide a copy Section 2.5 hereof or any amounts payable or distributable to Parent no later than sixty Seller pursuant to Section 2.6 below. (60d) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days If any portion of the receipt consideration described in [***], Purchaser shall [***] (subject to reasonable extension in the event the amount of such draft of any objection by Sellers to the draft allocationpayment has not been determined) [***]. To the extent that any such objection is received, the Buyer and Sellers Each party shall attempt cooperate in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.[***]

Purchase Price Allocation. (a) The Purchase Price No later than ninety (90) days after the Closing Date, Purchaser shall prepare, for U.S. Tax purposes, in good faith and other relevant items for shall deliver to the Seller Parties a schedule allocating the Closing Consideration and the Assumed Liabilities as of the Closing Date to the Seller Parties and to the Acquired Assets (the “Initial Allocation”) in a reasonable manner based on current fair market values and consistent with U.S. Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Law (Section 1060 of the Code (and the Treasury Regulations promulgated regulations thereunder). Buyer Purchaser shall prepare promptly provide the Seller Parties with any reasonably requested information requested by the Seller Parties for purposes of reviewing the Initial Allocation. Except as set forth below, the Initial Allocation shall become final and be binding upon Purchaser and the Seller Parties for all purposes of U.S. Tax reporting as described in Section 9.03(b); provided, however, that if a draft allocation statement Seller Party disagrees with the Initial Allocation and notifies Purchaser in writing of its disagreements within one hundred twenty (120) days after having received the Initial Allocation, such Initial Allocation shall not become final and the Seller Parties and Purchaser agree to consult and resolve in good faith any disputed item. [***] Purchaser and the Seller Parties shall then be bound by the Initial Allocation, for U.S. Tax purposes, as adjusted [***] and Purchaser, on the one hand, and the Seller Parties, on the other hand, shall [***] (the Initial Allocation, as finally determined under this Section 9.03(a), the “Allocation”). The Parties further agree that to the extent that any other payments made hereunder are required, under applicable U.S. Tax Law, to be allocated among the Acquired Assets, the Parties will cooperate to adjust the Allocation to take such payments into account in the manner required by applicable U.S. Tax Law and using the principles set forth above. (b) Except as otherwise required by any determination (as defined under Section 1313 of the Code or similar provision of applicable Law), Purchaser and each Seller Party agree to (i) be bound by the Allocation for U.S. Tax purposes, (ii) act in accordance with the aforementioned principles Allocation in the preparation of financial statements and provide a copy to Parent no later than sixty filing of all U.S. Tax Returns (60) calendar days after including, if applicable, filing Form 8594 with its federal income Tax Return for the taxable year that includes the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and (iii) take no position inconsistent with the Allocation for all U.S. Tax purposes. In the event that any determination by Taxing Authority disputes the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costsAllocation, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties each Seller Party or by the Independent AccountantPurchaser, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocationbe, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of the nature of such notice dispute. If any U.S. Transfer Tax Return is required to be filed before the Allocation has been determined, the relevant Seller Party responsible under this Agreement to file such Tax Return shall prepare such Tax Return consistently with what it considers to be the correct allocation, and resolution of to thereafter file amended Transfer Tax Returns to the disputeextent necessary to make such Transfer Tax Returns consistent with the Allocation.

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes shall (plus Assumed Obligations, to the extent properly taken into account under the Code) will be allocated among the Purchased Assets Properties for applicable Tax purposes in accordance a manner consistent with the principles set forth in Section 1060 of the Code (and the Treasury Regulations regulations promulgated thereunderthereunder (and any similar provision of state, local or foreign law, as appropriate). Buyer shall prepare a draft allocation statement in accordance with , based upon the aforementioned principles and provide a copy to Parent no relative fair market value of such Properties. 2.10.1 Within the later than sixty of (60i) calendar ninety (90) days after the Closing DateDate and (ii) thirty (30) days following the final determination of the Purchase Price pursuant to Section 2.8, but in no event later than ninety (90) days before the first due date of a Tax Return of any Party or its Affiliates that reflects the purchase or sale, the Buyer will provide to the Seller a draft Purchase Price allocation for the Seller’s review. Parent The Seller shall inform Buyer in writing within fifteen have thirty (1530) calendar days of after the receipt of such the draft of allocation to propose any objection by Sellers changes to the draft Buyer’s draft. The Buyer and the Seller will reasonably cooperate to promptly resolve any disputes with respect to the allocation. To If the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith Parties are unable to resolve any dispute. If Buyer and Sellers are unable to reach such agreement disputed item in the allocation within fifteen twenty (1520) days after Buyer’s receipt by Buyer of such noticethe Seller’s proposed changes, the Parties will submit any such remaining disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by Accounting Referee who will act as an expert for the Independent Accountant shall be finallimited purpose of determining only those items in dispute. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, All fees and expenses of relating to the Independent Accountant shall work to be performed by the Accounting Referee will be borne equally by the Buyer and Sellersthe Seller. The allocation as determined by agreement of Within thirty (30) days following submission to the Accounting Referee, the Accounting Referee will prepare and deliver a written determination to the Parties or with respect to the allocation (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Referee by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties). (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. The Exercise Price (aand all other capitalizable costs) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Rights/Assets Subject to Option (as well as the allocable portion of the Partnership's assets underlying the Partnership Interest) in accordance with Sections 1060, 751 and 755 of the principles Internal Revenue Code of 1986, as amended (the "Code") and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the "Allocation"), which Allocation shall be set forth on a Schedule 2.6 to be appended to this Agreement after the Effective Date. BNA and the Purchasers shall negotiate in good faith to reach agreement as to the Allocation (and the Purchasers shall supply to BNA all such information as BNA shall reasonably request so that BNA may knowledgeably discharge its obligation). If the parties are unable to agree upon the Allocation within thirty (30) days following the Effective Date, then the parties shall within fifteen (15) days thereafter agree upon and retain a qualified independent professional appraiser with substantial experience appraising assets used in the newspaper industry, whose written determination of the fair market values of the Rights/Assets Subject to Option (as well as the allocable portion of the Partnership's assets underlying the Partnership Interest) shall be used in completing the Allocation and shall be binding upon all of the parties hereto. The cost of the appraisal shall be borne equally by BNA and the Purchasers. The parties shall report, act and file tax returns (including, but not limited to, Form 8594, Asset Acquisition Statement Under Section 1060 1060, and Form 1065, U.S. Return of Partnership Income, for the Partnership for the taxable year in which the Closing occurs) in all respects and for all purposes consistent with the Allocation. None of BNA or any of the Purchasers shall take any position (whether in audits, on a tax return or otherwise) which is inconsistent with the Allocation unless required to do so by applicable law. Notwithstanding the foregoing, if BNA and the Purchasers are unable to agree upon the Allocation and are further unable to agree upon the selection of a qualified appraiser, as described above, to determine the Allocation within forty-five (45) days following the Effective Date, or by such later date as is agreed to by the parties, each of BNA and the Purchasers may file Form 8594, and any federal, state, local and foreign tax returns, allocating the Exercise Price (and all other capitalizable costs) among the Rights/Assets Subject to Option (as well as the allocable portion of the Partnership's assets underlying the Partnership Interest) in the manner each believes appropriate, provided such allocation is reasonable and in accordance with Sections 1060, 751 and 755 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) Within thirty days after the completion of the Final Balance Sheet, MONY and AUSA Life shall prepare a schedule, mutually agreeable to the parties hereto, allocating the Assumed Liabilities and any other cash consideration paid by AUSA Life to MONY for the Non Investment Assets pursuant to Section 2.05(b) of this Agreement among the Transferred Assets and any other property transferred from MONY to the Acquiring Parties pursuant to this Agreement and the Ancillary Agreements (the "Allocation"). The Purchase Price amount allocated to the stock of Diversified, DISC, and any other relevant items for Tax purposes Target Corporation shall be further allocated among the Purchased Assets assets of such corporations in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(aunder section 338(b)(5) of the Code. Buyer and each Seller The Allocation shall cooperate be prepared in accordance with section 1060 of the Code. The parties shall negotiate in good faith in connection with the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable LawAllocation. In the event that the Purchase Price parties are not able to agree to the Allocation is disputed within such thirty day period, then MONY and AUSA Life shall retain an independent certified public accounting firm of national standing and reputation selected by any Taxing Authoritymutual agreement of MONY and AUSA Life to prepare the Allocation. Each party shall cooperate with, and use all reasonable efforts to assist, such accounting firm in connection with the Party receiving notice preparation of the dispute Allocation. The Allocation determined by such accounting firm shall promptly notify be binding upon the other Party in writing of such notice and resolution parties hereto. 117 (b) The parties hereto acknowledge that the Allocation will be determined pursuant to arm's-length bargaining regarding the fair market values of the disputeTransferred Assets and other property transferred or deemed transferred by MONY to the Acquiring Parties pursuant to this Agreement. The parties hereto agree to be bound by the Allocation for purposes of determining any income, gain, loss, depreciation or other deductions in respect of the Transferred Assets and other such properties. The parties hereto further agree to prepare and file all Tax Returns (including Form 8594) in a manner consistent with the Allocation and not to take any position contrary to the Allocation in any administrative or judicial proceeding. Notwithstanding the immediately preceding two sentences, if the IRS, or any other governmental taxing authority, challenges the Allocation in any administrative or judicial proceeding, MONY, AEGON or AUSA Life, as the case may be, shall be allowed to settle or compromise such dispute in any manner that such party determines to be practicable, irrespective of whether such settlement is contrary to the Allocation. MONY, AEGON and AUSA Life agree to prepare any other financial reports in a manner substantially consistent with the Allocation.

Purchase Price Allocation. (a) The Final Purchase Price and other relevant items for Tax purposes (plus Assumed Liabilities to the extent properly taken into account under the Internal Revenue Code of 1986, as amended (the “Code”)) shall be allocated among the Purchased Transferred Assets for Tax purposes in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations regulations promulgated thereunderthereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Allocation”). The Allocation shall be delivered by Seller to Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles within one hundred and provide a copy to Parent no later than sixty twenty (60120) calendar days after the Closing Date. Parent Seller and Buyer shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt work in good faith to resolve any disputedisputes relating to the Allocation within twenty (20) days of such delivery. If Seller and Buyer and Sellers are unable to reach resolve any such agreement within fifteen dispute, Buyer and Seller shall each submit a proposed Allocation, together with such written evidence as Buyer or Seller may elect, to the True-Up Accountant. Within thirty (1530) days after receipt by Buyer of such noticesubmission, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent True-up Accountant shall resolve any disputed items within fifteen (15) days of having differences between the item referred Parties and report to it pursuant to Seller and Buyer with an Allocation, and such procedures as it may requireAllocation shall be final, binding and conclusive upon Seller and Buyer. The costs, fees and expenses costs of the Independent True-up Accountant in connection with such resolution shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with Buyer. If the Purchase Price Allocation, as is adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 2.7, Section 2.8, Section 6.6 or otherwise, the Allocation shall be adjusted as mutually agreed by Buyer and Seller (or, if Buyer and Seller are unable to reach agreement, pursuant to dispute resolution procedures similar to those set forth in the foregoing sentences of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in this Section 1313(a) of the Code2.11. Buyer and each Seller shall cooperate in the preparation of such file all Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return(including, in any refund claimbut not limited to, or in any litigation or investigation, without IRS Form 8594) consistent with the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeAllocation.

Purchase Price Allocation. (a) The parties agree that the Purchase Price (adjusted to reflect the “purchase price” for U.S. federal, state and other relevant items for Tax purposes local tax purposes) shall be allocated among the Purchased Assets and among the Sellers in accordance with the principles set forth an allocation prepared in compliance with Section 1060 of the Code (and the Treasury Regulations regulations promulgated thereunderthereunder (the “Allocation”). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no No later than sixty (60) calendar 90 days after the Closing Date. , the Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers deliver a proposed Allocation to the draft allocation. To the extent that any such objection is receivedLafarge, the Buyer and Sellers shall attempt prepared in good faith to resolve any disputeand in accordance with applicable Law. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer Thereafter, at the request of such noticeLafarge, the disputed items Parent shall be resolved by a nationally recognized accounting firm that is mutually acceptable give Lafarge reasonable access during normal business hours to Buyer the books and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses records of the Independent Accountant shall be borne equally by Buyer and SellersBusiness relevant to the Allocation. The allocation as determined by agreement In addition, representatives of the Parties or by Parent will be reasonably available to answer questions with respect to the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller If Lafarge has any objections to the proposed Allocation, Lafarge shall notify the Purchaser in writing of such objections (the “Allocation Objections”) no later than forty-five (45) days after delivery of the proposed Allocation. The Allocation Objections, if any, shall set forth in reasonable detail the basis for any disagreement with the proposed Allocation prepared by the Parent. If Lafarge does not deliver Allocation Objections to the Parent by the date specified above, the proposed Allocation delivered by the Parent to Lafarge shall be final and Buyer binding on each of the parties. (c) Upon delivery of the Allocation Objections, the Parent and Lafarge shall use commercially reasonable efforts to resolve all items in dispute with respect to the Allocation. Without limiting the generality of the foregoing, upon delivery of the Allocation Objections, each of the Parent and Lafarge shall promptly (but in no event later than five days after delivery of such objections) designate a senior financial officer of such party to participate in discussions regarding the Allocation with a senior financial officer of the other party. Thereafter, the Parent and Lafarge shall cause the senior financial officers designated by them to meet one or more times (as necessary under the circumstances) to resolve any differences between the parties with respect to the Allocation Objections. If the Parent and Lafarge agree in writing upon the items in dispute within forty (40) days after delivery of the Allocation Objections, the agreement reached by the parties as to act the Allocation shall be final and binding on the parties. If the Parent and Lafarge are unable to resolve all items in dispute within forty (40) days after delivery of the Allocation Objections, each party shall be permitted to adopt its own position with regard to the Allocation, and neither party shall have any further obligations to the other with respect to the Allocation of the Purchase Price among the Assets for Tax purposes. (d) If the Allocation (as revised by agreement of the parties, if applicable) becomes final and binding in accordance with the Purchase Price provisions of Section 1.06(b) or Section 1.06(c) (the “Final Allocation”), as adjusted in accordance with Section 2.6(athen (i) if applicable, in the parties shall follow the Final Allocation for all relevant Tax purposes (including the filing of any Tax Return), (ii) any subsequent adjustments to the “purchase price” (as determined for U.S. federal, state or local law purposes, including any forms or reports required to be filed reflect the Final Working Capital determined pursuant to Section 1.05) shall be reflected in the Final Allocation in a manner consistent with Section 1060 of the Code or any provisions and the Treasury regulations promulgated thereunder, (iii) the transactions contemplated in this Agreement shall be reported in a manner consistent with the Final Allocation, and none of any comparable Lawthe parties shall, unless otherwise except as required by pursuant to a change in Law after the date hereof, or a final “determination,” as defined in within the meaning of Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation Code (or any comparable provision of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall state or local law), take a any position inconsistent therewith upon examination of in any Tax Return, in any refund claim, or in any litigation Legal Proceeding, or investigationotherwise, without the prior written consent of the other Party and (which consent, in the case of iv) the Sellers, will be deemed to be given by all Sellers upon consent of on the one hand, and the Purchaser and the Parent, on the other hand, (A) shall prepare mutually acceptable and substantially identical IRS Forms 8594 (and other similar Tax Returns), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute (B) shall promptly notify furnish the other Party in writing with a copy of such notice forms within a reasonable period before its filing due date, (C) shall notify each other and resolution cooperate in case of an audit or other investigation or dispute with respect to the disputeFinal Allocation or the treatment provided in Section 8.04(c), and (D) shall cooperate and provide the others promptly with any other information required to complete Form 8594 or any other applicable Tax Return.

Purchase Price Allocation. (a) The On or prior to the Second Closing Date or, if none, the Initial Closing Date, as the case may be, Purchaser shall prepare and deliver to Seller a statement (together with all supporting documentation) setting forth the allocation of the sum of the aggregate Purchase Price paid at the Initial Closing and Second Closing, if any, plus any other relevant items for amounts as required by applicable Tax purposes Law transferred or deemed transferred to Seller among the Acquired Assets (the “Allocation Schedule”), which allocation shall be allocated among the Purchased Assets made in accordance with the principles set forth in Section 1060 of the Code and any applicable Treasury Regulations. If Seller does not object to the Allocation Schedule within 30 days of Seller’s receipt of the Allocation Schedule, the Allocation Schedule will become final and binding upon Purchaser and Seller (and the Treasury Regulations promulgated thereunder“Final Allocation Schedule”). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer If Seller objects in writing within fifteen (15) calendar days of such 30-day period to any item in the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedAllocation Schedule, the Buyer Seller and Sellers shall attempt Purchaser will negotiate in good faith to resolve any disputethe dispute (in which case, the agreed-upon Allocation Schedule shall be the “Final Allocation Schedule”). If Buyer they cannot resolve the dispute within 15 days, Seller and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by Purchaser will engage a nationally recognized independent accounting firm that is mutually agreed upon by Purchaser and Seller, or if such firm cannot or will not act in such capacity, such other firm mutually acceptable to Buyer Purchaser and Sellers Seller (the “Independent Accountant”). As promptly as practicable thereafter, but in any event within 30 days of engaging the Independent Accountant, Purchaser and Seller will each prepare and submit a presentation detailing such Party’s complete statement of proposed resolution of the dispute to the Independent Accountant. As soon as practicable thereafter, but in any determination event within 30 days of the submission of each such Party’s presentation to the Independent Accountant, Purchaser and Seller will cause the Independent Accountant to choose one of such Parties’ positions or a compromise position determined by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen based solely upon the presentations by Purchaser and Seller (15) days of having in which case, the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses determination of the Independent Accountant shall be borne equally by Buyer considered the “Final Allocation Schedule”). Purchaser and Sellers. The allocation as determined by agreement Seller will share the expenses of the Parties or Independent Accountant equally. All determinations made by the Independent AccountantAccountant will be final, as the case may be (the “Purchase Price Allocation”) shall be binding on the Partiesand conclusive upon Purchaser and Seller. (b) Each Purchaser and Seller and Buyer agree to act in accordance with shall report the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Transactions (including income Tax Return, including any forms or reports required to be filed reporting requirements imposed pursuant to Section 1060 of the Code Code) in accordance with the Final Allocation Schedule. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any provisions of comparable form under state or local Tax law) and any comparable Lawrequired attachment thereto in accordance with the Final Allocation Schedule. (c) Purchaser, on the one hand, and Seller, on the other hand, each agrees not to take any position inconsistent with the Final Allocation Schedule on any Tax Returns, unless otherwise required by a change in Law after the date hereof, or a final “determination,” determination as defined in Section 1313(a) 1313 of the Code. Buyer and each Seller shall cooperate in Code or with the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consentParty. Purchaser, in on the case of one hand, and Seller, on the Sellersother hand, will be deemed each agrees to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing upon receipt of such notice and resolution of any pending or threatened Tax audit or assessment challenging the disputeFinal Allocation Schedule or an Updated Final Allocation Schedule.

Purchase Price Allocation. Within forty (a40) The days following the determination of the Final Purchase Price under Section 1.5, the Buyer shall prepare and other deliver to the Seller a schedule allocating the Final Purchase Price (and the relevant items liabilities of the Company treated as consideration for U.S. federal Income Tax purposes shall be allocated (the “Tax Liabilities”)) among the Purchased Assets assets of the Company in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local and foreign Law, as appropriate) (the “Allocation”). The Seller shall provide such information as the Buyer shall prepare reasonably request for preparation of the Allocation. The Seller shall have the right, for a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty period of forty (6040) calendar days after such delivery (the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of “Review Period”), to review such draft of any objection by Sellers Allocation. If the Seller notifies the Buyer that it objects to the draft allocation. To Allocation, by delivering to the extent that any such objection is receivedBuyer a written notice of its specific objections to the draft Allocation before the end of the Review Period (the “Objection Notice”), the Seller and the Buyer and Sellers shall attempt negotiate in good faith faith, for a period of thirty (30) days (or such longer period as the parties shall mutually agree), the resolution of such disputed items. It is understood and agreed by the parties that if the Seller does not deliver the Objection Notice to resolve any disputethe Buyer before the end of the Review Period, it shall be deemed to have agreed to the draft Allocation. If the Seller has agreed in writing to the Buyer’s draft Allocation originally delivered to the Seller (or is deemed to have agreed to such Allocation under this Section 5.7(g)), or if the Seller has timely delivered the Objection Notice to the Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer but the parties have resolved all of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable with the Seller and the Buyer each having agreed in writing to Buyer and Sellers (the “Independent Accountant”final Allocation, then, except in connection with any contest or settlement described in the last sentence of this Section 5.7(g), the Seller and the Buyer shall file, and each party shall cause its respective Affiliates to file, all Income Tax Returns (including IRS Form 8594) in a manner consistent with the final Allocation. If the Seller and the Buyer do not agree on the Allocation (and are not deemed to have agreed to the initial Allocation under this Section 5.7(g)), then each party shall file, and shall permit its Affiliates to file, all Income Tax Returns (including IRS Form 8594) in any manner that it chooses regarding the allocation of the Final Purchase Price and the Tax Liabilities. If the parties have agreed to the Allocation and any determination by Governmental Authority disputes the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party party receiving notice of the dispute shall promptly notify the other Party party hereto; provided, however, either party shall be entitled (in writing of such notice and resolution of the disputeits complete discretion) to contest or to settle any Allocation issue with any Governmental Authority.

Purchase Price Allocation. (a) The Parties shall file all Tax Returns consistently with the allocation of the Purchase Price determined in accordance with this Section 2.6. The allocation of the Purchase Price will be negotiated by the Parties and other relevant items for Tax purposes shall be allocated consistent with Code Section 1060 and the regulations thereunder (“Applicable Tax Law”) and in a manner which facilitates Property Tax reporting. Purchaser shall propose and deliver to Seller a preliminary allocation of the Purchase Price among the Purchased Assets (an “Allocation”) at least twenty (20) days prior to the Closing Date. Seller shall within ten (10) days thereafter propose any changes to the Allocation. Within five (5) days following delivery of such proposed changes, Purchaser shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor and the amounts to which it objects. If Purchaser and Seller are unable to resolve any disputed objections within five (5) days thereafter, such objections shall be referred to the Independent Accountants at the Closing, which shall determine the Allocation (including any valuations). The Independent Accountants shall be instructed to deliver to Purchaser and Seller a written determination of the proper allocation of such disputed items within thirty (30) days from the date of engagement, and the Allocation shall be so adjusted in accordance with such determination (such allocation, including the adjustment, if any, to be referred to as the “Final Allocation”). In the event that there is any further adjustment in the Purchase Price subsequent to the determination of the Final Allocation, such as pursuant to the Adjustment Sections, then within thirty (30) days following any such adjustment, the Parties shall agree to any resulting adjustments to the Final Allocation or, if they cannot agree within thirty (30) days, shall submit the disagreement to the Independent Accountants for resolution in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be finalforegoing provisions. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses finding of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) Accountants shall be binding on the PartiesParties hereto. Purchaser and Seller shall share the fees and disbursements of the Independent Accountants attributable to any Allocation dispute equally. Purchaser and Seller agree to timely file Internal Revenue Service Form 8594, and all Tax Returns, prepared in accordance with the Allocation determined under this Section 2.6 and to report the transactions contemplated by this Agreement for federal Income Tax and all other Tax purposes in a manner consistent with such allocation. Each Party agrees promptly to provide the other with any additional information and reasonable assistance required to complete Form 8594 or to compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. (b) Each Purchaser shall as soon as practicable, but in no event later than ten Business Days after the date of this Agreement, notify Seller of Purchaser’s good faith determination of the fair value of the ▇▇▇▇▇▇▇▇ Option Property. Purchaser acknowledges that Seller shall thereafter offer the ▇▇▇▇▇▇▇▇ Option Property to the rightholders under the ▇▇▇▇▇▇▇▇ Option for a price equal to such fair value and Buyer agree to act otherwise in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 terms of the Code or any provisions ▇▇▇▇▇▇▇▇ Option. The Final Allocation shall include an allocation of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) portion of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation to the ▇▇▇▇▇▇▇▇ Option Property that is disputed not less than the price offered by any Taxing Authority, Seller under the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the dispute▇▇▇▇▇▇▇▇ Option.

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes shall be allocated among the Purchased Assets Securities and further allocated among the assets of each Company in accordance with Exhibit G (it being acknowledged that “fair market value” shall be determined by an independent appraisal to be completed by Buyer as promptly as possible following the principles set forth in Section 1060 Closing), and the parties and each of their respective Affiliates shall report the acquisition of Securities and allocation of the Code Purchase Price among the assets of each Company in a manner consistent with such allocation on all Tax Returns (including IRS Form 8883) and shall not take any position on any Tax Return or during the Treasury Regulations promulgated thereundercourse of any audit or other proceeding that is inconsistent with Exhibit G unless required by a determination of a Governmental Authority that is final. Within 60 days following the Closing Date, Buyer shall provide to Sellers a schedule that sets forth the fair market value of the assets constituting Class IV and Class V assets of each Company (the “Class IV and V Allocation Schedule”). Buyer Sellers shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar have 60 days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Class IV and V Allocation Schedule is delivered to Sellers to review and comment on the draft Class IV and V Allocation Schedule and identify potential adjustments thereto. If Sellers fail to identify potential adjustments within such 60 day period, the Class IV and V Allocation Schedule shall be deemed accepted. Sellers and Buyer shall work together in good faith to resolve differences with respect to the allocation. To the extent there remains any disagreement between Sellers and Buyer within 15 days after the delivery by the Sellers of proposed adjustments to Buyer’s proposed allocation, (i) each party shall be permitted to file all Tax Returns based on an allocation of value to Class IV, V, VI and VII assets that any such objection is receivedparty determines in its own discretion, or (ii) Buyer and Sellers may jointly decide to refer the dispute to the Independent Accountant to resolve the dispute and the Independent Accountant shall make within 60 days a final determination binding upon the parties of the appropriate allocation of value to Class IV and Class V assets. Buyer and Sellers shall attempt in good faith cooperate with each other to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by enable the Independent Accountant shall be finalto render a proper decision. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation under the same methodology as determined by agreement the fees of the Parties Independent Accountant as set forth Section 2.04(e). Neither Sellers, Buyer, nor any of their respective Affiliates shall take any position (whether in audits, Tax Returns or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”otherwise) shall be binding on the Parties. (b) Each Seller that is inconsistent with such allocation and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports Exhibit G unless required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required do so by applicable Law. Neither Buyer nor any Seller The parties shall, as applicable, timely and properly prepare, execute, file and deliver all such documents, forms and other information as the other parties may reasonably request in connection with Exhibit G including the agreed allocation, if any, of value to Class IV and Class V assets. The parties shall take a position inconsistent therewith upon examination promptly advise one another of the existence of any Tax Returnaudit, in any refund claim, controversy or in any litigation or investigation, without related to the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. allocation set forth on Exhibit G. In the event that the Purchase Price Allocation such allocation is disputed by any Taxing Governmental Authority, the Party party receiving notice of the such dispute shall will promptly notify the other Party parties and the parties will consult in writing of good faith how to resolve such notice and resolution dispute in a manner as consistent as possible with such allocation. The parties acknowledge that, by reason of the dispute.sale and purchase of the outstanding equity interests of MPD LLC, MPD LLC will terminate as a partnership for federal Tax purposes pursuant to situation 2 in Revenue Ruling 99-6. The parties recognize that Buyer’s purchase of the MPD LLC equity interests will be treated for federal income Tax purposes as (a) a sale by Sellers of limited liability company interests, and (b) a purchase by Buyer of MPD LLC’s assets. ARTICLE VIII INDEMNIFICATION Section 8.01

Purchase Price Allocation. (a) The Purchase Price and other relevant items (including Assumed Liabilities that are treated as assumed for Tax purposes purposes) shall be allocated among (i) the Purchased Acquired Assets sold by the Asset Sellers and (ii) the Sold Shares, in a manner that will be mutually agreed by the parties, in good faith, as soon as practicable following the execution of this Agreement. In the event an adjustment to the Purchase Price is made pursuant to Section 2.3(b) or 2.6 or otherwise under this Agreement, the allocation of the Purchase Price (including Assumed Liabilities that are treated as assumed for Tax purposes) shall be revised to allocate such adjustment to the Acquired Assets or Sold Shares, as the case may be, based upon the item to which such adjustment is attributable. (b) The Sellers shall prepare an allocation among the Acquired Assets sold by the Asset Sellers in the United States (in accordance with the principles set forth in allocation that is agreed under Section 2.7(a) and Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with ) and submit it to the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing Buyers for their approval within fifteen (15) calendar 60 days of the receipt final purchase price adjustment. If within 30 days of such draft of any objection by Sellers to submission the draft allocation. To Buyers and the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days agree upon the allocation after receipt by Buyer of such noticenegotiating in good faith, the disputed items shall be resolved by parties will each prepare their own allocation in a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance manner consistent with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code and the Treasury Regulations promulgated thereunder. (c) Except as otherwise provided by the immediately preceding paragraph or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor , the Sellers and the Buyers shall report the Tax consequences of the transactions contemplated by this Agreement in a manner consistent with the allocation that is agreed under Section 2.7(a) and the Purchase Price allocation described therein, as it may be revised from time to time, and shall not take any Seller position inconsistent therewith in preparing any Tax Returns, (including IRS Form 8594 and any other Tax forms or filings), as well as in preparing any published financial statements in accordance with Modified GAAP, and none of the Buyers or the Sellers shall take a any position inconsistent therewith upon examination of any Tax Return, in any Tax refund claim, or in any Tax litigation or investigation, in each case involving a material amount of Taxes, without the prior written consent of the other Party (which consentIR or Buyer Parent, in the case of the Sellerseach case, will be deemed such consent not to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeunreasonably withheld or delayed.

Purchase Price Allocation. (a) The Parties and the EMEA Sellers shall (i) first allocate to the tangible Assets a proportion of the Purchase Price (and, to the extent properly taken into account under the applicable Tax Laws, the Assumed Liabilities, and other relevant items after reducing such Purchase Price by the $10 million reduction for transition services described in Section 5.36(c)), equal to the net book value of such Assets as of the Closing Date and (ii) then allocate the balance of the Purchase Price, as adjusted in clause (i) of this Section, to the tangible Assets and intangible Assets as the Parties and the EMEA Sellers may agree. (b) To the extent necessary to file Transfer Tax purposes Returns, or to implement a Section 338(h)(10) Election or a Loss Duplication Election (if such an election is made), the Parties shall be allocated negotiate in good faith to determine an allocation of the Purchase Price, less the $10 million reduction for transition services described in Section 5.36(c), (and, to the extent properly taken into account under the applicable Tax Laws, the Assumed Liabilities) among the Purchased Assets, the EMEA Assets and the Shares (and, if applicable, the non-compete agreement as set forth in Section 5.33) in accordance with the principles set forth in of Section 1060 of the Code (and the Treasury Regulations regulations promulgated thereunderthereunder and other applicable Tax Laws, which allocation shall be subject to the principles of Section 2.2.7(a) (such allocation, a “Partial Allocation”). Buyer If the Parties do not reach agreement on a Partial Allocation after negotiating in good faith, the Partial Allocation shall be submitted to the Accounting Arbitrator, which shall prepare a draft final Partial Allocation; provided, however, that if a different Partial Allocation is required by a Government Entity (including for this purpose an allocation statement required, approved or authorized pursuant to a Bankruptcy Proceeding), then the Partial Allocation shall be modified as necessary to be consistent with the required allocation (but in all cases shall be subject to the principles of Section 2.2.7(a)). Notwithstanding the preceding sentence, if the Parties have not reached agreement on the Partial Allocation and the Accounting Arbitrator has not submitted its determination on or before the date that a Transfer Tax Return is required to be filed with the relevant Tax Authority (giving effect to any valid extensions) pursuant to Section 6.8(b), then such Transfer Tax Return shall be timely filed in the manner that the Party with primary responsibility for filing such return reasonably determines and shall, upon receiving the Accounting Arbitrator’s later determination and to the extent permitted under applicable Law, promptly file an amended return in accordance with the aforementioned principles and provide a copy therewith. The Parties agree (i) to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination bound by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally final Partial Allocation accepted by Buyer and Sellers. The allocation as determined by agreement of the Parties or prepared by the Independent AccountantAccounting Arbitrator (as modified to be consistent with the allocation required by a Government Entity, as the case may be described above), as applicable, and (the “Purchase Price Allocation”ii) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocationallocations contained in such final Partial Allocation for all purposes relating to Transfer Taxes (including the preparation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions filing and audit of any comparable Law, unless otherwise required by Transfer Tax Returns) and to a change in Law after the date hereof, Section 338(h)(10) Election or a final “determination,” as defined in Loss Duplication Election. For purposes of this Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent2.2.7(b), except as the term Parties shall include the EMEA Sellers to the extent any negotiations or agreement required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputehereunder concern Transfer Tax Returns.

Purchase Price Allocation. (a) The Sellers and Purchasers hereby agree that the Purchase Price (and any other relevant items required for Tax purposes purposes) shall be allocated for purposes of Taxes, among each Seller and further among the Purchased Assets (including, but not limited to (i) Inventory of stock in trade, (ii) furniture and fixtures, (iii) machinery and equipment, (iv) land and buildings, (v) covenants not to compete, (vi) goodwill and other intangible assets, and (vii) other assets) in accordance with the principles set forth in rules of Section 1060 of the Code (and the Treasury Regulations promulgated thereunder)thereunder and any similar provision of state, local or foreign law. Buyer Purchasers shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized retain an accounting firm that is mutually acceptable to Buyer and Sellers (prepare the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) ), and such allocation by the accounting firm shall be final and binding on Sellers and Purchasers. Purchasers and Sellers shall (A) cooperate in the Partiesfiling of any forms (including Form 8594 under Section 1060 of the Code) with respect to the Purchase Price Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustments to the Purchase Price and (B) file all federal, state and local Tax Returns and related tax documents consistent with such allocations, as the same may be adjusted pursuant to the terms of Section 3.2 or any other provisions of this Agreement, and not take any position (whether in audits, Tax Returns or otherwise) inconsistent with such allocation unless otherwise required by applicable law. Notwithstanding anything in this Agreement to the contrary, no amendment to the Purchase Price Allocation shall be effective without the approval and consent of Purchasers and Sellers. (b) Each Seller and Buyer agree to act in accordance with Schedule 3.4(b) sets forth Sellers’ proposed allocation of the Purchase Price (the “Seller Proposed Allocation, as adjusted ”). (c) As used in accordance with Section 2.6(athis Agreement: (i) The “Deal Tax Clawback” means the excess (if applicable, in any any) of (x) the Deal Tax Return, including any forms or reports required to be filed Increase paid pursuant to Section 1060 3.4(e) or Section 3.4(f) over (y) the final Actual Deal Tax Increase. (ii) The “Deal Tax Increase” means the product of (x) the Code or any provisions of any comparable LawOI Allocation Increase multiplied by (y) 0.17, unless otherwise required by a change in Law after rounded to the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputenearest cent.

Purchase Price Allocation. (a) The Parties agree that the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the assets of the Company. On or prior to Closing, Seller shall provide to Buyer a schedule setting forth a proposal for an allocation of a portion of the Purchase Price and other relevant items for Tax purposes shall be allocated (including any assumed liabilities) among the Purchased classes of Company Assets on IRS Form 8594 in accordance with the principles set forth in Section 1060 of the Code (and the U.S. Treasury Regulations promulgated thereunderthereunder (the “Allocation”). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty If within thirty (6030) calendar days after the Closing Date. Parent shall inform Buyer Closing, ▇▇▇▇▇ notifies Seller in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers that Buyer objects to the draft allocation. To allocation set forth in the extent that any Allocation, identifying in such objection is receivedwriting Buyer’s detailed objections, the Buyer and Sellers Seller shall attempt in good faith use commercially reasonable efforts to resolve any dispute. If Buyer and Sellers are unable to reach such agreement dispute within fifteen (15) days thereafter. In the event that ▇▇▇▇▇ and Seller are unable to resolve such dispute within such fifteen (15) days, Buyer and Seller shall submit such disputed items for resolution to a mutually agreed internationally recognized national investment banking or accounting firm (“Resolution Firm”); which shall, within thirty (30) days after receipt submission, report to Buyer and Seller its determination on such disputed allocations. The allocations determined by the Resolution Firm shall be conclusive and binding upon Buyer and Seller. Each of such noticeBuyer and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses of the Resolution Firm relating to the disputed allocations shall be borne equally by ▇▇▇▇▇ and Seller. (b) If an adjustment is made to the Purchase Price pursuant to this Agreement, the Allocation shall be adjusted accordingly in accordance with Section 1060 of the Code and as mutually agreed by ▇▇▇▇▇ and Seller based solely on such adjustment. In the event that an agreement with respect to any adjustment is not reached within thirty (30) days after the Final Settlement Date, any disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (in the “Independent Accountant”manner described in Section 2.10(a), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (bc) Each Seller and Buyer agree to act in accordance shall report consistently with the Purchase Price Allocation in all Tax Returns, including IRS Form 8594, which Seller and Buyer shall timely file with the IRS, and neither Seller nor Buyer shall take any position in any such return that is inconsistent with the Allocation, as adjusted in accordance with Section 2.6(a) if applicableadjusted, in any Tax Returneach case, including any forms or reports unless required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required do so by a change in Law after the date hereof, or a final “determination,” determination as defined in Section 1313(a) 1313 of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without otherwise with the prior written consent of the other Party. Not later than ten (10) days prior to the filing of their respective IRS Forms 8594 relating to this transaction, each Party (which consent, in the case of the Sellers, will be deemed shall deliver to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing a copy of such notice and resolution of the disputeits IRS Form 8594.

Purchase Price Allocation. (a) The Within 120 days after the Closing Date, Buyer shall provide to Seller a proposed allocation of the Purchase Price and other relevant items for Tax purposes described in Section 2.05(a) (as adjusted pursuant to Section 2.06) among the Acquired Assets, which allocation shall be allocated among the Purchased Assets reasonable and in accordance with the principles set forth in of Section 1060 of the Code (and the Treasury Regulations promulgated thereunderthereunder (the "Allocation Statement"). Within ten days following such provision, Seller shall have the right to object to the Allocation Statement (by written notice to Buyer), and if Seller objects, it shall notify Buyer (in such written notice) of such disputed item (or items) and the basis for its objection. If Seller does not object by written notice within such period, the Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement. Seller and Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt act in good faith to resolve any disputesuch dispute prior to the date on which Form 8594 is required to be filed with the appropriate Tax Authority. If Seller and Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such noticecannot resolve any disputed item, the disputed items item in question shall be resolved by a nationally recognized accounting firm that is mutually acceptable the Arbitrating Accountant selected pursuant to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be finalSelection Procedures. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent such Arbitrating Accountant shall be borne apportioned and paid equally by Seller and Buyer. Except with respect to any subsequent adjustments to the Purchase Price (which shall be allocated using the mechanism for allocating Purchase Price in this Section 2.09), Seller and Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be their respective Affiliates (the “Purchase Price Allocation”i) shall be binding on bound by the Parties. determinations and the Allocation Statement determined pursuant to this Section 2.09 consistent therewith for purposes of determining any Taxes, (bii) Each Seller shall prepare and Buyer agree file all Tax Returns required to act be filed with any Tax Authority in accordance a manner consistent with the Purchase Price Allocation, as adjusted in accordance Allocation Statement and (iii) shall take no position inconsistent with Section 2.6(a) if applicable, the Allocation Statement in any Tax Return, including any forms proceeding before any Tax Authority or reports otherwise (in each case, unless required to be filed do otherwise pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “"determination,” " as defined in Section 1313(a) 1313 of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take Code (a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent"Determination"), except as required by applicable Law). In the event that the Purchase Price Allocation Statement is disputed by any Taxing Tax Authority, the Party Person receiving notice of the such dispute shall promptly notify and consult with the other Party in writing parties concerning resolution of such notice dispute. Each of Seller and resolution Buyer shall cooperate in the preparation and timely filing of (1) Form 8594 and any comparable state or local forms or reports, and (2) to the disputeextent permissible by or required by law, any corrections, amendments, or supplements (or additional forms or reports) thereto (including any supplements, amendments, forms or reports arising as a result of any adjustments to the Purchase Price). Any First Earnout or Second Earnout paid will be allocated in the same manner as the initial Purchase Price allocation pursuant to this Section 2.09.

Purchase Price Allocation. (a) As soon as practicable after the date hereof and prior to the Closing Date, Sellers shall provide Buyer with a statement containing an allocation (the “Purchase Price Allocation”) of the total consideration paid by Buyer to Sellers in exchange for the Purchased Assets (including all consideration attributable to the portion of the Assumed Liabilities which are treated as Purchase Price for tax purposes) to the Purchased Assets in accordance with the applicable provisions of Section 1060 of the Code and the U.S. Treasury regulations promulgated thereunder and any applicable comparable provisions of state, local and foreign tax law. The Purchase Price Allocation shall be subject to the approval of Buyer, not to be unreasonably withheld or delayed, and other relevant items the parties shall negotiate in good faith any dispute regarding the Purchase Price Allocation. The Purchase Price Allocation made pursuant to this Section 11.2(a) shall be binding on Buyer and Sellers for all Tax purposes reporting purposes. To the extent required, each party agrees to timely file an IRS Form 8594 reflecting the Purchase Price Allocation for the taxable year that includes the Closing Date and to make any timely filing required by applicable foreign, state or local laws. (b) Any indemnification payment treated as an adjustment to the Purchase Price or any payment under Section 2.6 of this Agreement shall be reflected as an adjustment to the price allocated to a specific Purchased Asset, if any, giving rise to the adjustment. If any such adjustment does not relate to a specific Purchased Asset, such adjustment shall be allocated among the Purchased Assets in accordance with the principles set forth Purchase Price Allocation method provided in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder11.2(a). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is received, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (bc) Each Seller party hereto shall adopt and Buyer agree to act in accordance with utilize the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 Allocation for purposes of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such all Tax Returns filed by them and file such forms as required by applicable Law. Neither Buyer nor shall not voluntarily take any Seller shall take a position inconsistent therewith upon with the foregoing in connection with any examination of any Tax Return, in any refund claim, or in any litigation proceeding or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent)otherwise, except as required that Buyer’s cost for the Purchased Assets may differ from the amount so allocated to the extent necessary to reflect Buyer’s capitalized acquisition costs other than the amount realized by applicable LawSellers. In the event that the Purchase Price Allocation is disputed by any Taxing Authoritytaxing authority, the Party party receiving notice of the dispute shall promptly notify the other Party in writing parties hereto of such notice dispute and resolution the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the disputePurchase Price Allocation.

Purchase Price Allocation. (a) The aggregate purchase price for the Purchased Assets (the “Purchase Price”) shall be equal to (i) forgiveness of the $85,000 secured promissory note issued by Seller as of July 12, 2019, and acknowledged by Seller and BS NZ (the “First Note”), plus (ii) the Assumed Liabilities expressly assumed by Purchaser hereunder plus (ii) a release by Purchaser and its Affiliates of Parent and its Affiliates (the “Purchaser Release”). In addition, the $100,000 secured promissory note issued by Seller on July 29, 2019 and acknowledged by Parent and BS NZ (the “Second Note”) shall remain outstanding and secured by the assets of each of Seller and Parent; provided that as part of the Purchase Price the principal and interest and accrued expenses on the same shall be forgiven on the 12-month anniversary of the Closing less the amount of any indemnifiable obligations of Seller or Parent hereunder as of such date. (b) The parties agree that the Purchase Price and any other relevant items deemed to be consideration for Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedRegulations, the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such notice, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be Purchaser (the “Purchase Price Allocation”) ). The parties shall be binding file on the Parties. (b) Each Seller and Buyer agree to act in accordance a timely basis with the Purchase Price AllocationIRS substantially identical initial and supplemental IRS Forms 8594 consistent with the allocation as determined under this Section, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 and none of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller them shall take a position on any Tax return, before any Tax authority or in any judicial proceeding that is, in any manner, inconsistent therewith upon examination with such Purchase Price Allocation and the treatment specified herein without the consent of the others or unless specifically required pursuant to a determination by an applicable Tax authority. The parties shall promptly advise one another of the existence of any Tax Returnaudit, in controversy or litigation related to any refund claimallocation hereunder. (c) There shall be deducted and withheld from the consideration otherwise payable pursuant to this Agreement to the Seller such amounts (if any) as are required to be deducted and withheld under the Code, or in any litigation or investigationLaw, without with respect to the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing making of such notice and resolution payment. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the disputeSeller.

Purchase Price Allocation. (a) The Purchase Price and other relevant (plus any items for Tax purposes to the extent properly taken into account under Section 1060 of the Code) shall be allocated among (i) the Purchased Assets Equity Interests of Valvoline International Holdings Inc. and its direct and indirect subsidiaries, in the aggregate, and (ii) the other assets and liabilities of the Transferred Company, in the aggregate, in accordance with the principles allocation schedule set forth in Section 5.07(g) of the Seller Disclosure Letter (the “Share Allocation”). Within 90 days following Closing, Seller shall deliver to Purchaser, with respect to the amount allocated in the Share Allocation, an allocation among the assets and liabilities described in (ii) above properly treated as acquired for Tax purposes pursuant to this Agreement, in accordance with Section 1060 of the Code and consistent with the methodology set forth in Section 5.07(g) of the Seller Disclosure Letter (and the Treasury Regulations promulgated thereunder“Asset Allocation”). Buyer Purchaser shall prepare a draft allocation statement have the right to review and raise any objections in writing to the Asset Allocation during the 30-day period after receipt thereof. If Purchaser does not raise any objections in accordance with the aforementioned principles procedures set forth in this Section 5.07(g), Purchaser shall be deemed to have agreed to the Asset Allocation and provide a copy to Parent no later than sixty (60) calendar days after the Closing DateAsset Allocation shall become the final Asset Allocation. Parent shall inform Buyer If Purchaser raises an objection in writing within fifteen (15) calendar days of in accordance with the receipt of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedprocedures set forth in this Section 5.07(g), the Buyer and Sellers parties shall attempt negotiate in good faith to resolve any the dispute. If Buyer and Sellers the parties are unable to reach such agreement agree on the Asset Allocation within fifteen (15) 30 days after receipt by Buyer the commencement of such noticegood faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the disputed items Independent Expert shall be resolved engaged to review the Asset Allocation and make a determination resolution of any disputes with respect to the Asset Allocation. The determination of the Independent Expert regarding the Asset Allocation shall be delivered as soon as practicable following the engagement of the Independent Expert, but in no event more than 60 days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Asset Allocation accordingly. Seller, on the one hand, and Purchaser, on the other hand, shall each pay one-half of the cost of the Independent Expert. Purchaser, on the one hand, and Seller, on the other hand, shall each cause to be filed an IRS Form 8594 with the Internal Revenue Service. Purchaser and Seller agree to (x) be bound by a nationally recognized accounting firm that is mutually acceptable the Share Allocation and the Asset Allocation determined to Buyer and Sellers be final by this Section 5.07(g) (the “Independent AccountantFinal Purchase Price Allocations”), (y) act in accordance with the Final Purchase Price Allocations in the preparation of and any determination filing of all Tax Returns (including with respect to IRS Form 8594) and (z) take no position inconsistent with the Final Purchase Price Allocations for all Tax purposes unless otherwise required by the Independent Accountant shall be finalapplicable Law. The Independent Accountant shall resolve parties shall, in good faith, make adjustments to the Final Purchase Price Allocations as necessary to account for any disputed items within fifteen (15) days of having adjustments to the item referred to it pursuant to such procedures as it may requirePurchase Price. The costsIn the event that any Taxing Authority disputes the Final Purchase Price Allocations, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties Seller or by the Independent AccountantPurchaser, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocationbe, as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Code. Buyer and each Seller shall cooperate in the preparation of such Tax Returns and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of the other Party (which consent, in the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party parties in writing of the nature of such notice and resolution of the dispute.