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 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. 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. (a) The Parties agree to allocate the Purchase Price (and other relevant items any liabilities taken into account as consideration for the Company Interests under applicable Tax purposes shall be allocated Law) among the Purchased Assets in accordance with Interests of the principles set forth in Company Entities and, further, for purposes of Section 1060 or Sections 743, 751 and 755 of the Code (and the Treasury Regulations promulgated thereunderthereunder (and any comparable or similar provisions of applicable state and local Tax Law). Buyer shall prepare a draft allocation statement , as the case may be, to allocate the portion of the Purchase Price (including any liabilities taking into account as consideration for the Company Interests under applicable Tax Law) allocated to the Interests of the applicable Company Entity among the separate classes of assets of such Company Entity in accordance with the aforementioned principles and provide a copy to Parent no this Section 2.5. (b) No later than sixty (60) calendar days after the Closing Final Settlement Date, Buyer shall prepare and deliver to Seller a proposed allocation (the “Proposed Allocation”) consistent with Section 2.5(a). Parent If Seller disagrees with any items reflected in the Proposed Allocation, then Seller shall inform notify Buyer in writing within fifteen (15) calendar days of the receipt of such draft disputed items within sixty (60) days after receipt thereof, and, thereafter, Seller and Buyer shall cooperate in good faith to resolve such disputed items for a period of any objection thirty (30) days (or such longer period as mutually agreed by Sellers to the draft allocationParties). To the extent that any such objection is received, the Seller and Buyer and Sellers shall attempt in good faith are unable to resolve any dispute. If Buyer disputed items, the Parties shall jointly submit any remaining disputed items for resolution to the Independent Accounting Firm, and Sellers are unable shall instruct the Independent Accounting Firm to reach render its decision (which decision shall include a written statement of findings and conclusions, including a written explanation of its reasoning with respect to such agreement findings and conclusions) resolving the matters in dispute in accordance with this Section 2.5 within fifteen thirty (1530) days after receipt by Buyer of such noticefirm is retained, the disputed items which decision shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer final and Sellers (binding on the “Independent Accountant”), and any determination by the Independent Accountant shall be finalParties. 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 Accounting Firm pursuant to this Section 2.5 shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or in inverse proportion to their respective success on the merits, and such allocation of fees and expenses shall be calculated by the Independent AccountantAccounting Firm and shall be final and binding on the Parties. The purchase price allocation as finally agreed or determined pursuant to this Section 2.5 shall be the “Final Allocation.” (c) The Final Allocation, as adjusted to take into account any subsequent adjustments to the case may be (the “Purchase Price Allocation”) (and any liabilities taken into account as consideration for the Company Interests under applicable Tax Law), shall be binding on the Parties. (b) Each Buyer, the Company Entities and Seller and Buyer agree their respective Affiliates for all Tax purposes. The Buyer, the Company Entities and Seller and their respective Affiliates shall report, act, and file Tax Returns (including IRS Form 8594, IRS Form 8308 and the informational statements required pursuant to act Treasury Regulations Sections 1.743-1(k)(1)(i) and 1.751-1(a)(3), as applicable) in accordance all respects and 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. (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 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. 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. (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. (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. (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 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 Notwithstanding anything to the contrary herein, the Purchase Price (plus Assumed Liabilities to the extent properly taken into account under the Code and other relevant items for Tax purposes the Treasury Regulations promulgated thereunder) shall be allocated among the Purchased Assets Assets, (and, to the extent appropriate under applicable Law, the Sublease, the Real Property License and the licenses and covenant not to compete contained in the IP License Agreement) in accordance with applicable Law, including Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”) and in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer Exhibit K. Purchaser shall prepare provide Seller Parent 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 the Closing Date. If Seller Parent disagrees with any item reflected on the preliminary Allocation provided by Purchaser, Seller Parent shall inform Buyer in writing notify Purchaser 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 Parent and Purchaser shall attempt to resolve in good faith the disagreement. If Seller Parent does not notify Purchaser of any objection a disagreement within such thirty (30) day period, the preliminary Allocation prepared by Sellers to Purchaser shall become the draft allocationfinal Allocation. To the extent that any such objection is received, Seller Parent and Purchaser 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 Purchaser’s receipt by Buyer of Seller Parent’s objections (if any), such notice, the disputed items determination and/or allocation shall be resolved made by a nationally recognized accounting firm that is mutually acceptable to Buyer of independent public accountants agreed upon by Seller Parent and Sellers (the “Independent Accountant”)Purchaser, and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days following the referral of having the item referred to it pursuant matter to such procedures as it may require. The costs, fees firm of independent public accountants) and expenses of the Independent Accountant whose decision shall be borne final and binding and whose expenses shall be shared equally by Buyer Seller Parent 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 PartiesPurchaser. (b) Each Seller and Buyer If the Purchase Price is adjusted pursuant to Section 6.4, the Allocation shall be adjusted using procedures consistent with those set forth in Section 2.11(a). (c) 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 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 and filing of such 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, 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 disputeReturns.

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 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 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) 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 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. 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 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 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. (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 (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 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. (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. 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. (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 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) 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 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 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 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. (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. As soon as practicable (abut not later than thirty (30) days) after the date hereof, the Purchasers shall prepare and the Purchasers and Parent shall agree to an allocation of the purchase price for the Securities (including a pro rata portion of relevant liabilities) among the assets of Master LLC (the “Allocation”). The Purchase Price and other Allocation shall be used by the parties hereto for all relevant items for income Tax purposes shall be allocated among pertaining to the Purchased Assets in accordance with transactions contemplated by this Agreement, including the principles set forth in Purchasers’ adjustments under Section 1060 754 of the Code (in respect of its membership interests. If Parent and the Treasury Regulations promulgated thereunder). Buyer Purchasers cannot agree in good faith on the proper Allocation, then Parent and the Purchaser jointly shall prepare engage a draft allocation statement in accordance with the aforementioned principles and provide a copy nationally recognized independent accounting or valuation firm mutually acceptable to Parent no later than sixty and the Purchasers (60the “Independent Accounting Firm”) calendar days after the Closing Dateto resolve such dispute. Parent shall inform Buyer in writing within Within fifteen (15) calendar days of thereafter, Parent and the receipt of such draft of any objection by Sellers Purchasers shall each prepare and submit a written presentation to the draft allocation. To Independent Accounting Firm detailing their respective positions as to the extent that any such objection is received, the Buyer and Sellers shall attempt remaining items in good faith to resolve any dispute. If Buyer and Sellers are unable to reach such agreement The Independent Accounting Firm shall, within fifteen (15) days after receipt by Buyer of such noticesubmission, determine and report to Parent and the Purchasers upon such remaining disputed items items, and such report shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer final and Sellers (binding on Parent and the “Independent Accountant”), and any determination by the Independent Accountant shall be finalPurchasers. The Independent Accountant Accounting Firm shall resolve any disputed address only those items within fifteen (15) days of having in dispute and may not assign a value greater than the greatest value for such item referred claimed by either party or smaller than the smallest value for such item claimed by either party. If the Independent Accounting Firm resolves all disputes presented to it pursuant to such procedures entirely in the manner proposed by Parent or the Purchasers, as it the case may require. The costsbe, the fees and expenses of the Independent Accountant Accounting Firm relating to the resolution of such dispute shall be borne equally paid by Buyer the other party. In all other events, the fees and Sellers. The allocation as determined by agreement expenses of the Parties or Independent Accounting Firm shall be allocated to the Purchasers in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by the Purchasers (as finally determined by the Independent AccountantAccounting Firm) bears to the total amount of such remaining disputed items so submitted, as and the case may balance shall be (the “Purchase Price Allocation”) paid by Parent. The Allocation shall be binding on upon the Parties. Purchasers, Master LLC and Parent and none of them (bnor any of their Affiliates) 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 shall file 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 with a Tax authority, that is inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without 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 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 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 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 Within sixty (60) days after the Closing Date, the Seller Representative shall prepare and deliver to Buyer a proposed IRS Form 8594 (and any required exhibits thereto) allocating the sum of 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 (and the Treasury Regulations promulgated thereunderthereunder (together, the “Asset Acquisition Statement”). Such Asset Acquisition Statement shall become final for purposes of this Section 6.14 unless Buyer objects in writing to the Asset Acquisition Statement within forty-five (45) days after Buyer’s receipt thereof. If Buyer so objects, Buyer and the Seller Representative shall prepare a draft allocation statement in accordance with good faith attempt to resolve the aforementioned principles and provide a copy to Parent no later than dispute within 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 written notice to the draft allocationSeller Representative of Buyer’s objection. To Any unresolved disputes shall be promptly submitted for determination to the extent that any such objection is received, the Neutral Auditor. 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 will each pay one-half 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 Neutral Auditor. Buyer and Sellers. The allocation Sellers shall cooperate with each other and the Neutral Auditor in connection with the matters contemplated by this Section 6.14, including, by furnishing such information and access to books, records, personnel and properties 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 Partiesreasonably requested. (b) To the extent applicable, the Seller Representative shall promptly prepare and deliver to Buyer from time to time revised copies of the Asset Acquisition Statement so as to report any matters on the Asset Acquisition Statement that need updating consistent with the agreed upon allocation of the Purchase Price specified in the Asset Acquisition Statement. Buyer may object in writing to such revised Asset Acquisition Statement within forty-five (45) days of Buyer’s receipt thereof, which objection shall be resolved in accordance with the procedures described in Section 6.14(a) above. (c) Each Seller of Buyer and Buyer Sellers agree to (i) prepare and timely file all Tax Returns, including IRS Form 8594 (and all supplements thereto), in a manner consistent with the Asset Acquisition Statement as finalized and revised in accordance with Section 6.14(a) and Section 6.14(b) and (ii) act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicableAsset Acquisition Statement for all Tax purposes, in any Tax Returneither case, 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, 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 of the Purchase Price Allocation is allocations determined pursuant to such statement are disputed by any Taxing AuthorityGovernmental Entity, the Party party receiving notice of the such dispute shall promptly notify and consult with the other Party in writing parties hereto concerning the resolution of such notice and resolution of the dispute.”

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 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 Schedule 7.8 sets forth the allocation of the Purchase Price and other relevant items (including for Tax the avoidance of doubt liabilities) constituting consideration for U.S. federal income tax purposes shall be allocated among the Purchased Assets assets of Company in accordance with the principles set forth in of 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 thereunder (the “Independent AccountantAllocation Schedule”), 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 file all information reports and Tax Returns (including IRS Form 8594, if required, and any amended Tax Returns or claims for refund) 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 or any provisions of any comparable Law, unless otherwise required by a change in Law after the date hereofAllocation Schedule and neither Seller nor Buyer shall take, or a final “determination,” as defined in Section 1313(a) permit any 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 their respective Affiliates to take, any Seller shall take a position inconsistent therewith upon examination of with the Allocation Schedule on any Tax Return, in an audit or otherwise, unless required to do so by applicable Law or a “determination”, within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any refund claimproposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Schedule, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or in adjustment by any litigation or investigationGovernmental Authority challenging the Allocation Schedule. The Allocation Schedule may be revised, without from time to time, by the prior mutual written consent of Seller and Buyer, so as to reflect adjustments, if any made pursuant to Sections 2.4 (Adjustments to Purchase Price) through 2.6 (Post-Closing Adjustment) and Section 8.5(g). If Seller and Buyer are unable to resolve any dispute with respect to proposed revisions to the Allocation Schedule within fourteen (14) days, each of Buyer and Seller shall summarize its position with regard to such dispute in a written document of twenty (20) pages or less and submit such summaries to the Accounting Arbitrator, together with any other documentation such Party may desire to submit. Within twenty (20) Business Days after receiving the Parties’ respective submissions, the Accounting Arbitrator shall render a decision choosing either Seller’s position or Buyer’s position (or another position which consentshall be no less favorable to Seller than Buyer’s position and no less favorable to Buyer than Seller’s position) with respect to each matter addressed based on the materials submitted to the Accounting Arbitrator as described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Seller and Buyer and will be enforceable against the Parties in the case any court of competent jurisdiction. The costs of the Sellers, will Accounting Arbitrator shall be deemed to be given borne 50% by all Sellers upon consent Buyer and 50% by Seller. Each 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 Buyer and Seller 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 disputeAllocation Schedule.

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“Allocation”). 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 The Seller shall, within 10 Business Days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days receipt of the receipt Buyer’s determination of such draft of any objection by Sellers the Allocation, provide written notice to the draft allocation. To Buyer as to the extent that any portions of the Allocation (if any) with which the Seller has a disagreement, as well as Seller’s proposed revisions to 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 portions (the “Independent AccountantSeller Objection Notice”). If the Seller does not provide a Seller Objection Notice to the Buyer within such 10 Business Day period, and any determination by the Independent Accountant Allocation 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 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 mutually selected by the Parties in good faith (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 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 Buyer and Seller shall allocate the sum of the Purchase Price and other relevant items for Tax purposes shall be allocated the liabilities of the Company and its Subsidiaries among the Purchased Assets assets of the Company and its Subsidiaries in accordance with the principles set forth in Section manner required by section 1060 of the Code and the Treasury Regulations thereunder. Within seventy-five (75) days after the Closing Date, Buyer shall prepare and deliver to Seller a proposed IRS Form 8594 (and any required exhibits thereto) allocating all such amounts as provided herein, and a statement specifying a methodology for the allocation of any adjustments to the Purchase Price under this Agreement (together, the “Asset Acquisition Statement”). Such Asset Acquisition Statement shall become final for purposes of this Section 7.1 unless Seller objects in writing to the Asset Acquisition Statement within thirty (30) days after Seller’s receipt thereof. If Seller so objects, Buyer and Seller shall in good faith attempt to resolve the dispute within sixty (60) days of written notice to Buyer of Seller’s objection. Any unresolved disputes shall be promptly submitted for determination to the Independent Accountant. Buyer and Seller will each pay one-half of the fees and expenses of the Independent Accountant. Buyer and Seller shall cooperate with each other and the Independent Accountant in connection with the matters contemplated by this Section 7.1, including, by furnishing such information and access to books, records, personnel and properties as may be reasonably requested. In the event Buyer causes an election under section 754 of the Code to be filed on behalf of BGS LLC, Buyer shall provide notice of its purchase of the membership interests in BGS LLC in accordance with Treasury Regulations sections 1.743-1(k)(2) and (3) and shall otherwise comply with the requirements of sections 743 and 755 of the Code and the Treasury Regulations promulgated thereunder). In connection therewith, as well as for purposes of compliance with the provisions of sections 741 and 751 of the Code pertaining to the sale of interests in BGS LLC, within seventy-five (75) days of the Closing Date, Buyer shall prepare and deliver to Seller, for its review and comment, 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 consideration payable hereunder among the assets of such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedBGS LLC, 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 as contemplated by the Independent Accountant immediately preceding sentence, which allocation 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 become part of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement Asset Acquisition Statement for purposes of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Partiesprocedures set forth in this Section 7.1. (b) To the extent applicable, Buyer shall promptly prepare and deliver to Seller from time to time revised copies of the Asset Acquisition Statement so as to report any matters on the Asset Acquisition Statement that need updating (including Purchase Price adjustments, if any) consistent with the agreed upon allocation and the methodology for allocation of any adjustments to the Purchase Price specified in the Asset Acquisition Statement. Seller may object in writing to such revised Asset Acquisition Statement within thirty (30) days of Seller’s receipt thereof, which objection shall be resolved in accordance with the procedures described in Section 7.1(a) above. (c) Each of Buyer and Seller agrees to (i) prepare and Buyer agree to timely file all Tax Returns, including IRS Form 8594 (and all supplements thereto), in a manner consistent with the Asset Acquisition Statement as finalized and revised in accordance with Sections 7.1(a) and 7.1(b) and (ii) act in accordance with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicableAsset Acquisition Statement for all Tax purposes, in any Tax Returneither case, 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, 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 Lawlaw. In the event that any of the Purchase Price Allocation is allocations determined pursuant to such statement are disputed by any Taxing Tax Authority, the Party receiving notice of the such dispute shall promptly notify and consult with the other Party in writing hereto concerning the resolution of such notice and resolution of the dispute.

Purchase Price Allocation. (a) The parties agree that the Purchase Price (including any Assumed Liabilities that are treated as consideration for the Purchased Assets for federal income tax purposes), as adjusted hereunder, and all other relevant items for Tax purposes amounts constituting consideration within the meaning of Section 1060 of the Code, shall be allocated among the Purchased Assets in accordance with the principles methodology set forth on Schedule 3.3(h), which schedule has been prepared in a manner consistent with 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 thereunder (the “Independent AccountantConsideration Allocation”), . The Sellers and any determination the Purchasers agree to (i) be bound by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen Consideration Allocation, (15ii) 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 AllocationConsideration Allocation in the preparation and the filing 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 Closing Date) and in accordance with Section 2.6(a) if applicable, in the course of any Tax Returnaudit, Tax review or Tax litigation relating thereto and (iii) take no position and cause their Affiliates to take no position inconsistent with the Consideration Allocation for income Tax purposes, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable LawUnited States federal and state income Tax and foreign income Tax, unless otherwise 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 Within ninety (90) days after 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 AuthorityClosing Date, the Party receiving notice Purchasers shall prepare and deliver a draft of its IRS Form 8594, completed in a manner consistent with the dispute Consideration Allocation, to the Majority Shareholders. The Majority Shareholders shall promptly notify have fifteen (15) days thereafter to review and raise any objections with respect to such form. If the other Party in writing of Majority Shareholders raise any such notice and resolution of objections, the disputeParties shall, for the thirty (30) days thereafter, exercise good faith efforts to resolve those objections.

Purchase Price Allocation. (aIn connection with a 338(h)(10) The Election, Purchaser and the Sellers agree that the Purchase Price and the liabilities of the Company (plus other relevant items for Income Tax purposes purposes) shall be allocated among the Purchased Assets assets of the Company for all purposes (including Tax and financial accounting purposes) in accordance with the principles set forth methodology provided on the allocation schedule attached hereto as Exhibit F (the “Allocation Schedule”). The Purchaser and the Sellers acknowledge and agree that the Allocation Schedule has been prepared in Section 1060 of the accordance with Code (Sections 338 and 1060, as applicable, and the Treasury Regulations promulgated thereunder). Buyer Each of the Company, the Sellers and the Purchaser shall prepare file all relevant Tax Returns in a draft manner that reflects an allocation statement of the Purchase Price and other items of consideration under the Code and Treasury Regulations promulgated thereunder in accordance with the aforementioned principles Allocation Schedule. The Company, the Sellers and provide the Purchaser agree (i) to prepare and timely file all Tax Returns, including, but not limited to IRS Form 8883, (and all supplements thereto) in a copy to Parent no later than sixty manner consistent with the Allocation Schedule and (60ii) calendar days after in the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft course of any objection by Sellers examination, audit or other Legal Proceeding with respect to the draft allocation. To the extent that any such objection is receivedTax Return or Tax, 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”)will take no position, 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 cause its Affiliates to it pursuant to such procedures as it may require. The coststake no position, 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 inconsistent with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in any Allocation Schedule for Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Code or any provisions of any comparable Lawpurposes, 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 parties will revise the Allocation Schedule in accordance with the principles and methodologies set forth in the Allocation Schedule to the extent necessary to reflect any Seller shall take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, post-Closing payment or adjustment made pursuant to or in any litigation or investigationconnection with this Agreement. The parties will not otherwise revise the Allocation Schedule for Tax purposes, 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 required by applicable Law. In If the event Sellers’ Representative or the Purchaser becomes aware that the IRS proposes to adjust the allocation of the Purchase Price in a manner inconsistent with the Allocation is disputed by any Taxing AuthoritySchedule, the Party receiving notice of the dispute it shall promptly reasonably notify the other Party party promptly in writing of such notice writing. In accordance with Section 6.14, the Sellers’ Representative and resolution the Purchaser shall reasonably cooperate with one another with a view to sustaining the allocation of the disputePurchase Price in a manner consistent with the Allocation Schedule; provided, further, in the event of a proposed IRS adjustment to the Allocation Schedule during an audit of the Purchaser or its Affiliates, at the written request of the Sellers’ Representative, the Sellers’ Representative shall provide the Purchaser with additional supporting information for the Allocation Schedule (e.g., a third-party valuation report or appraisal) and the Purchaser shall utilize such additional information and reasonably defend the Allocation Schedule or specific items therein.

Purchase Price Allocation. (a) The Purchase Price If relevant, the Acquiror and other relevant items the Sellers shall, and shall cause their respective Affiliates to, consistent with Revenue Ruling 99-6, 1991-1 C.B. 432, treat the sale and purchase of the Units for U.S. federal income tax and applicable state and local Tax purposes shall be allocated among (i) in the Purchased Assets in accordance with the principles set forth in Section 1060 case of the Code Sellers, as a sale of partnership interests and (ii) in the case of the Acquiror, as a purchase of the Company’s assets. If the treatment described in the previous sentence is not relevant, the Acquiror and the Treasury Regulations promulgated thereunder)Sellers shall, and shall cause their respective Affiliates to, treat the sale and purchase of the Units for U.S. federal income tax and applicable state and local Tax purposes as a sale of interests in a partnership. Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty Within ninety (6090) calendar days after following the Closing Date. Parent , the Acquiror shall inform Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers deliver 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 ’ Representative an allocation as determined by agreement of the Parties or by the Independent Accountant, as the case may be schedule (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with Section 755 of the Code or Section 1060 of the Code, as applicable, and the Treasury Regulations thereunder, setting forth in reasonable detail the Acquiror’s determination of the allocation of the consideration paid to the Sellers for the Units among the assets of the Company (and any assets of a subsidiary of the Company that is disregarded as an entity separate from the Company) for all purposes (including Tax and financial accounting purposes). The Sellers’ Representative will have thirty (30) days to review and make any comments on the Purchase Price Allocation. If the Acquiror accepts all comments requested by the Sellers’ Representative, the Purchase Price Allocation, as adjusted so revised, shall become final and shall be used by all parties hereto as described below. If the Acquiror does not accept the Sellers’ Representative’s comments, the Acquiror and Sellers’ Representative shall consult and attempt to resolve in good faith each such comment not accepted by Acquiror. If all such comments are resolved, the version of the Purchase Price Allocation incorporating the resolutions to such comments shall become final and shall be used by the parties for the purposes described below. If Acquiror and Sellers’ Representative cannot mutually agree on the appropriate allocations within fifteen (15) days following the Sellers’ Representative’s review period, the Acquiror and the Sellers’ Representative shall utilize their own separate versions of the Purchase Price Allocation for the purposes described below. The Acquiror and the Sellers each further agree to file, and to cause their respective Affiliates to file, their Income Tax Returns and all other Tax Returns and necessary forms in such a manner as to reflect the allocation of the consideration as determined in accordance with 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 Law2.08. In the event that any of the allocations provided on such Purchase Price Allocation are disputed by a Tax Authority, the party receiving notice of such dispute shall use reasonable efforts to notify the other party, and the Acquiror and the Sellers shall cooperate in good faith in responding to such challenge to preserve the effectiveness of the Purchase Price Allocation is disputed by any Taxing AuthorityAllocation, the Party receiving notice of the dispute shall promptly notify the other Party in writing of such notice each at its own cost and resolution of the disputeexpense.

Purchase Price Allocation. (a) The Purchase Price and any other relevant items amounts treated as consideration for Tax U.S. federal income tax purposes shall be allocated among the Purchased Assets assets and properties of Holdings in accordance with, as applicable, Sections 1060 and 751 of the Code and the Treasury Regulations promulgated thereunder and Annex IV hereto. Buyer shall prepare and deliver to the Member Representative an allocation schedule that is consistent with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunderthereunder and Annex IV hereto within ninety (90) days following the Closing (the “Allocation”). The Member Representative may dispute any amounts reflected on the Allocation by providing notice to 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 disputed items and setting forth the Member Representative’s proposed allocation of the Purchase Price and other relevant amounts. In such draft of any objection by Sellers to the draft allocation. To the extent that any such objection is receivedcase, the Member Representative and Buyer and Sellers shall attempt agree to consult with each other in good faith to resolve any disputeexplore whether a mutually satisfactory solution to the disputed matters, if any, can be reached. If In the event the Member Representative and Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such noticea mutually satisfactory solution to the disputed matters, the disputed items shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Member Representative and Buyer and Sellers may either (a) upon the “Independent Accountant”)consent of both Parties, and any determination by cause the Independent Accountant shall be final. The Independent Accountant shall Accounting Firm to 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 remaining disputes 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 each prepare its own allocation pursuant to Section 1060 of the Code and the Treasury Regulations promulgated thereunder and Annex IV hereto and file any applicable Tax Return (including IRS Forms 8308 and 8594, as applicable) in accordance with its allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by the Members, on the one hand, and Buyer, on the other hand. An allocation of the Purchase Price (and other relevant amounts), prepared by Buyer if not disputed by the Member Representative, as adjusted pursuant to any agreement between the Member Representative and Buyer, or as determined by the Independent Accounting Firm in accordance with this Section 5.3, shall be conclusive and binding on the Parties absent manifest error. The allocation of the Purchase Price (and other relevant amounts) shall be adjusted, as necessary, to reflect any provisions of subsequent adjustments to the Purchase Price, any comparable Lawliabilities assumed, unless and any other amounts treated as consideration for U.S. federal income Tax purposes. The Parties agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including IRS Forms 8308 and 8594, as applicable) in accordance with this Section 5.3, and shall not take any position inconsistent with such allocation on any Tax Return or in any Tax proceeding, in each case, except to the extent otherwise 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 applicable analogous provision 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 Returnstate, in any refund claim, local 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 Parentnon-U.S. law), except as required by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing AuthorityGovernmental Entity, the Party receiving notice of the such dispute shall use commercially reasonable efforts to promptly notify the other Party Parties in writing of such notice and resolution of the dispute.

Purchase Price Allocation. (a) Assignors and NB Group hereby agree to report for all Tax purposes the transactions contemplated by this Agreement as a purchase by NB Group. The Purchase Price and other relevant items amount treated as consideration for Tax federal income tax purposes shall be allocated among the Purchased Transferred Assets and any other items agreed to by NB Group and Assignors as of the Closing in accordance with the principles set forth in 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 sixty Within one hundred twenty (60120) calendar days after the Closing Date, NB Group shall provide Assignors with a proposed Allocation for Assignors’ review and such Allocation shall be final, binding and conclusive on Assignors and NB Group, absent manifest error twenty (20) days after delivery thereof to Assignors unless Assignors object in writing. Parent shall inform Buyer If Assignors object in writing to the Allocation within fifteen such twenty (1520)-day period, Assignors and NB Group shall in good faith attempt to resolve any issue with respect to the Allocation. If resolution cannot be reached within thirty (30) calendar days of the following receipt of such draft of Assignors’ written objection, Assignors, on the one hand, and NB Group, on the other hand, shall submit any objection by Sellers resolved issues 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 or regionally recognized accounting firm that is does not represent Assignors or NB Group, as mutually acceptable agreed to Buyer by Assignors and Sellers (the “Independent Accountant”)NB Group, and any for determination. The accounting firm’s 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 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 Buyer agree parties hereto. Any subsequent adjustments to act the amount treated as consideration for federal income tax purposes shall be reflected in accordance the Allocation 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 pursuant to Section 1060 of the Code or and the Treasury Regulations thereunder. For all Tax purposes, each of NB Group and Assignors agrees that the transactions contemplated in this Agreement shall be reported in a manner consistent with the terms of this Agreement, including the Allocation, and that none of them will take 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 in any Tax Return, in any refund claim, or in any litigation litigation, or investigationotherwise, without unless required by Law; provided that none of NB Group or any of Assignors or any of their respective Affiliates shall be obligated to litigate any challenges to the prior written consent Allocation by a taxing authority. The parties shall promptly inform one another and Parent of any challenge by any taxing authority to the Allocation and agree to consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge. Each Assignor, on the one hand, and NB Group, on the other Party (which consenthand, in the case of the Sellers, will be deemed 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 cooperate with the other Party in writing preparing IRS Form(s) 8594 in accordance with the Allocation, and to furnish the other with a copy of such notice and resolution of the disputeForm(s) prepared in draft form within a reasonable period before its filing date, but in any event, no later than sixty (60) days prior to its filing date.

Purchase Price Allocation. Within a reasonable period of time after the Closing, Buyer shall prepare and deliver to Sellers for their review and consideration a schedule (athe “Allocation Schedule”) The allocating the Purchase Price and other relevant items for Tax purposes shall be allocated the Assumed Liabilities among the various assets comprising the Purchased Assets in accordance with the principles set forth in Section 1060 Treasury Regulation 1.1060-1 (or any comparable provisions of the Code (and the Treasury Regulations promulgated thereunder)state or local Tax law) or any successor provision. Buyer shall prepare a draft allocation statement in accordance If Sellers disagree 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 or raise objections to the draft allocation. To the extent that any such objection is receivedAllocation Schedule, the Buyer and Sellers shall attempt will negotiate in good faith to resolve any disputesuch objections. If the Parties are able to agree upon the allocation of the Purchase Price, Buyer and Sellers shall report and file all Tax Returns (including any amended Tax Returns and claims for refund) consistent with such mutually agreed Purchase Price allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings). Buyer and Sellers shall file or cause to be filed any and all forms (including U.S. Internal Revenue Service Form 8594), statements and schedules with respect to such allocation, including any required amendments to such forms. If, on the other hand, the Parties are unable mutually to reach such agreement agree upon the manner in which the Purchase Price and the Assumed Liabilities should be allocated within fifteen (15) days after receipt by Buyer Sellers of such noticethe Allocation Schedule, the then any disputed items matters shall be resolved finally and conclusively determined in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) by a nationally recognized the New York office of Amper, Politziner & ▇▇▇▇▇▇, or such other accounting firm that is of national reputation as shall be mutually acceptable to Buyer and Sellers (the “Independent AccountantAccountants”). Promptly, but not later than fifteen (15) days after its acceptance of appointment hereunder, the Independent Accountant shall determine only those matters in dispute and shall render a written report as to the disputed matters and the resulting allocation, and any determination by such report 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 conclusive and expenses of the Independent Accountant shall be borne equally by binding upon Buyer and Sellers. The allocation as determined by agreement fees and disbursements of the Parties or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) Accountants shall be binding on borne solely by Buyer. Notwithstanding any other provisions of this Agreement, the Parties. provisions of this Section 2.4 shall survive the Closing. As used herein, “Tax Returns” means, collectively, all returns, reports and similar statements (bincluding elections, declarations, disclosures, schedules, estimates and information returns) 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 supplied 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 Governmental Authority relating 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 disputeTaxes.

Purchase Price Allocation. (ai) The Within ninety (90) days following the final determination of Working Capital, Buyer shall provide to Sellers a schedule allocating the portion of the purchase price allocable to each of the Companies (including the applicable liabilities thereof) among the assets of each such Company (the “Purchase Price and other relevant items for Tax purposes Allocation Schedule”), which allocation shall be allocated among the Purchased Assets reasonable and in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). (ii) If within thirty (30) days of receiving the Purchase Price Allocation Schedule, the Sellers have not objected, the Purchase Price Allocation Schedule shall be final and binding. If within thirty (30) days the Sellers object to the Purchase Price Allocation Schedule, the Sellers 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 cooperate in good faith to resolve any dispute. If their differences, provided that if after thirty (30) days, Sellers and Buyer and Sellers are unable to agree, they shall not be required 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”)an agreement, and the Parties shall file 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 costsfederal, fees state, and expenses local Tax Returns reflecting an allocation of the Independent Accountant shall be borne equally by Buyer purchase price to and Sellers. The among the assets in the manner each believes is appropriate and consistent with this Section 7.09, provided that such 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 is reasonable 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 and the date hereof, or a final “determination,” as defined in Section 1313(aTreasury Regulations thereunder. (iii) of To the Code. extent Sellers and 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 are able to be given by all Sellers upon consent of Parent), except as required by applicable Law. In the event that reach an agreement with respect to the Purchase Price Allocation is disputed by any Taxing AuthoritySchedule, such allocation shall be final and binding on the Parties. Additionally, the Party receiving notice Parties shall make appropriate adjustments to the agreed upon Purchase Price Allocation Schedule to reflect changes in the purchase price. The Parties hereto agree for all Tax reporting purposes to report the transactions in accordance with the agreements herein and the agreed upon Purchase Price Allocation Schedule, as adjusted pursuant to the preceding sentence, and to not take any position during the course of any audit or other proceeding inconsistent with the agreements as to Tax treatment herein or with such schedule unless required by a determination of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeapplicable Governmental Authority that is final.

Purchase Price Allocation. (a) The Purchase Price parties hereby agree and other relevant items acknowledge that pursuant to Revenue Ruling 99-6, 1999-1 C.B. 432, the purchase of the Membership Interests hereunder will be treated for federal income Tax purposes shall by the Buyer as a purchase of the assets of the Company, and by the Sellers as a sale of their respective Membership Interests in the Company. (b) For purposes of Section 751 of the Code and the statement required to be allocated among filed under Treasury Regulations Section 1.751-1(a)(3) and for purposes of the Purchased Assets purchase of undivided interests in accordance with the principles set forth in assets of the Company pursuant to Revenue Ruling 99-6, 1999-1 C.B. 432, and Section 1060 of the Code (and the Treasury Regulations promulgated thereunder, each as the case may be, the parties agree that the Purchase Price, as adjusted, and the Liabilities of the Company (plus other relevant items). Buyer shall prepare a draft allocation statement , will be allocated to the underlying assets of the Company in accordance with this Section 1.7(b). As soon as practicable after the aforementioned principles Closing, and provide a copy to Parent no later than sixty (60) calendar in any event, within 60 days after of the Closing Date, Buyer shall provide to the Sellers Representative a draft of such allocation (the “Allocation Schedule”) which Allocation Schedule shall reflect any adjustments to the Purchase Price. Parent shall inform Buyer in writing within fifteen (15) calendar Within 15 days of the receipt of such the draft of Allocation Schedule, the Sellers Representative shall provide any objection by Sellers comments to the draft allocationAllocation Schedule to the Buyer and the parties shall cooperate in good faith to reach agreement on a final Allocation Schedule. To In the extent that any such objection is receivedevent that, within 90 days of the Closing Date, the Buyer and the Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers Representative are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such noticeagree on a ▇▇▇▇▇ Allocation Schedule, the disputed items matter shall be resolved by a submitted to an independent, nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent AccountantAccounting Firm”), and any determination by mutually agreeable to the Independent Accountant shall parties, which will determine within 30 days the extent to which Sellers Representative’s comments to the draft Allocation Schedule PPA should be finalaccepted. 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 or expenses of the Independent Accountant such Accounting Firm shall be borne by equally by the Buyer and Sellers. The allocation as determined by agreement of parties shall file all Tax Returns, including IRS Form 8594 (with respect to Buyer), in a manner consistent with such values and the Parties or by the Independent Accountanttax treatment in Section 1.7(b), as the case may be (the “Purchase Price Allocation”) and no party 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, take any position in any Tax ReturnReturn that is inconsistent with the Allocation Schedule, including any forms or reports as adjusted, 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 The parties 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 ReturnAudit, in any refund claim, controversy or in any litigation related to the tax treatment of this transaction 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 disputeSchedule.

Purchase Price Allocation. SAI and Seller’s Representative will use their commercially reasonable efforts to jointly prepare a schedule (athe “Allocation Schedule”) The allocating 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 Treasury regulations promulgated thereunder (or any comparable provision of state or local Tax Law) or any successor provision. If SAI and Sellers’ Representative are unable to agree upon the Treasury Regulations promulgated thereunder). Buyer Allocation Schedule prior to Closing, SAI shall prepare after Closing produce such a draft allocation statement in accordance with the aforementioned principles schedule 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 collaborate in good faith to resolve any disputewith Sellers’ Representative with respect thereto. If Buyer SAI and Sellers Sellers’ Representative are unable to reach such agreement agree upon the Allocation Schedule within fifteen ninety (1590) days after receipt by Buyer of such noticefollowing Closing, 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 question of the Independent Accountant shall be borne equally by Buyer and Sellers. The proper 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 and applicable Treasury Regulations promulgated thereunder (or any provisions comparable provision of any comparable state or local Tax Law), unless otherwise required by a change in Law after will be referred to the date hereof, or a final “determination,” as defined Accounting Expert pursuant to procedures similar to those set forth in Section 1313(a) 1.4; except that the fees and expenses of the Accounting Expert will be borne one-half by Buyers and one-half by Sellers. Buyers and Sellers will be bound by the determination of an Accounting Expert. The parties acknowledge the Sellers’ expectation, based on their knowledge of the composition and value of the assets of the Partnership, and their desire that, to the extent possible, any gain realized on the sale of the Interests be characterized as long term capital gain within the meaning of the Code. Buyer and each Seller shall cooperate in Except to the preparation of such Tax Returns and file such forms as extent otherwise required by applicable Law. Neither Buyer nor , Buyers and each Seller will make all Tax Returns in a manner consistent with the Allocation Schedule (or, to the extent any Seller objection shall take have been made to the Allocation Schedule, in a position manner consistent with the resolution of such objection by the parties or, if applicable, the Accounting Expert) and will not make any inconsistent therewith upon examination statement or adjustment on any Tax Returns or during the course of any Internal Revenue Service or any other Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent of audit. Buyers and each Seller agree to promptly notify the other Party (which consent, parties if the Internal Revenue Service or any other Taxing Authority proposes to reallocate the consideration in a manner inconsistent with the case of the Sellers, will be deemed to be given by all Sellers upon consent of Parent), except as required by applicable Lawforegoing. In the event that Earnout Consideration is paid SAI and the Purchase Price Sellers’ Representative will liaise as to whether any adjustment to the Allocation Schedule 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 disputenecessary or appropriate.

Purchase Price Allocation. Purchaser shall, within one hundred and twenty (a120) The days after the Closing Date, prepare and deliver to Seller a schedule (the “Allocation Schedule”) 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 Seller will have the aforementioned principles and provide a copy right to Parent no later than sixty raise reasonable objections to the Allocation Schedule (60including subsequent revisions thereto) calendar within thirty (30) days after the Closing Date. Parent shall inform Buyer its 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 Seller will negotiate in good faith to resolve any disputesuch objections. If Buyer Purchaser and Sellers are unable Seller cannot mutually resolve Seller’s 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 an independent accountant mutually agreed upon by Purchaser and Seller on the next Business Day for a nationally recognized accounting firm decision that is mutually acceptable to Buyer shall be rendered by such independent accountant within thirty (30) calendar days thereafter and Sellers (shall be final and binding upon each of the “Independent Accountant”)parties absent manifest computational error. 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 costsSeller, 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 Seller 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 and shall take no position with Section 2.6(a) if applicable, respect to Taxes 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 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 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 Section 2.7 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 aggregate purchase price for the Company Shares (the “Purchase Price”) shall be an amount equal to (i) $62,699,469, plus or minus (ii) the Working Capital Adjustment Amount as provided in Section 2.03. (b) LandAmerica National Commercial Services (“LandAmerica”), as escrow agent, is holding $500,000 (the “Deposit Amount”) deposited by the Purchaser pursuant to the terms of the Deposit Escrow Instructions dated May 5, 2005 attached hereto as Schedule 2.02(b) (the “Deposit Agreement”). Subject to the terms of the Deposit Agreement, at the Closing, the Deposit Amount will be applied to the Purchase Price as provided in Section 2.02(c) below. (c) At the Closing, the Purchaser shall make the following payments on account of the Purchase Price: (i) on behalf of the Companies, the Purchaser shall cause the Indebtedness Liability to be repaid in full to the party or parties entitled thereto pursuant to the Payoff Letters; (ii) on behalf of the Companies, the Purchaser shall pay the unpaid Transaction Fees to the person or persons entitled thereto in accordance with the instructions delivered by the Shareholders’ Representative prior to the Closing Date; (iii) the Purchaser shall deposit with Bank of America (the “Escrow Agent”) under an escrow agreement to be agreed upon by the Shareholders’ Representative, the Purchaser, the New Operator and the Escrow Agent (the “Escrow Agreement”) the amount of $9,500,000, which agreement shall provide, among other relevant items for Tax purposes things, that the funds held in escrow shall be released to the Shareholders on the third anniversary of the Closing Date, subject to the resolution of any claims made during such three year period and any claims pending on such third anniversary; (iv) the Purchaser shall direct LandAmerica to transfer the Deposit Amount to the Escrow Agent to be held pursuant to the Escrow Agreement (the aggregate amount deposited with the Escrow Agent pursuant to subsections (iii) and (iv) is referred to as the “Escrow Amount”); and (v) the Purchaser shall pay the remainder of the Purchase Price, less $3,000,000 or such other amount as the Purchaser and the Shareholders’ Representative may agree upon in writing prior to the Closing (the “Closing Adjustment Amount”) and without taking into account any Working Capital Adjustment Amount, to the Shareholders by delivery of a wire transfer to such account as the Shareholders’ Representative shall designate in writing not later than three Business Days before the Closing Date. The Purchaser shall pay one-half of all fees and expenses of the Escrow Agent as set forth in the Escrow Agreement and the Shareholders, collectively, shall pay the other one-half. (d) The Purchase Price shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 Company Shares as 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 disclosed on the Parties. (b) Each Seller and Buyer agree Schedule 2.02(d). Any subsequent adjustments 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 shall 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 reflected in the preparation of such Tax Returns allocation as mutually agreed upon by the Purchaser and file such forms as required by applicable Law. Neither Buyer nor any Seller shall take the Shareholders’ Representative in a position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without manner 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 Parentallocations disclosed on Schedule 2.02(d), 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. Purchaser shall, within one hundred and twenty (a120) The days after the Closing Date, prepare and deliver to Sellers a schedule (the "Allocation Schedule") allocating the Purchase Price and other relevant items for Tax purposes shall be allocated the Assumed Liabilities among the Purchased Assets in accordance with Treas. Reg. 1.1060-1 (or any comparable provisions of state or local tax law) or any successor provision. Sellers will have the principles set forth in Section 1060 of right to raise reasonable objections to the Code Allocation Schedule within ten (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 (6010) 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 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 and shall take no position with Section 2.6(a) if applicable, respect to Taxes 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 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 of foregoing agreement 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 Buyer and Seller agree that the Purchase Price (as finally determined in accordance with Article 2) and the liabilities of the Company (plus other relevant items for income Tax purposes purposes) shall be allocated among the Purchased Assets assets of the Company for all income Tax purposes in accordance with the principles set forth methodology provided in the Allocation Methodologies Schedule attached hereto as Exhibit G, which was prepared consistent with Code Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). Buyer shall prepare a draft allocation statement Within thirty (30) days following the final determination of the Closing Date Statement in accordance with Section 2.5, Buyer shall provide Seller with a schedule allocating all such amounts as provided herein (the aforementioned principles “Allocation Schedule”), for the Seller’s review and provide a copy comment. If Seller has any comments, then Seller and Buyer agree 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 work together 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 related to such procedures as draft Allocation Schedule so that 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 Codebecomes final. Buyer and each Seller shall, to the extent necessary, work together in good faith to revise the final Allocation Schedule to reflect any post-Closing payment made pursuant to or in connection with this Agreement, all such revisions to be made consistently with the Allocation Methodologies and, to the extent not included therein, Code Section 1060 and the Treasury Regulations promulgated thereunder. Buyer and Seller and their 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 for all purposes consistent with such forms final Allocation Schedule as required by applicable Lawdetermined pursuant to this Section 11.1(e). Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Returnposition (whether in audits, in any refund claim, tax returns 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 otherwise) that is inconsistent with such final Allocation Schedule unless required to be given by all Sellers upon consent of Parent), except as required do so 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 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 in accordance required, approved or authorized pursuant to a Bankruptcy Proceeding), then the Partial Allocation shall be modified as necessary to be consistent with the aforementioned 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 provide the Accounting Arbitrator has not submitted its determination on or before the date that a copy Transfer Tax Return is required to Parent no later than sixty be filed with the relevant Tax Authority (60giving effect to any valid extensions) calendar days after pursuant to Section 6.7(b), then such Transfer Tax Return shall be timely filed in the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of manner that the receipt Party with primary responsibility the payment of such draft of any objection by Sellers to Transfer Taxes under this Agreement reasonably determines (the draft allocation. To the extent “Transfer Tax Determination”), provided, that any such objection is received, the Buyer and Sellers Transfer Tax Determination shall attempt be made in good faith and have a reasonable prospect of being sustained, and provided, further, that, upon receiving the Accounting Arbitrator’s later determination and to resolve any dispute. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such noticethe extent permitted under applicable Law, the disputed items filing Party shall promptly file, or cause to be resolved by a nationally recognized accounting firm that is mutually acceptable filed, an amended return in accordance therewith. The Purchaser agrees to Buyer indemnify and hold harmless the Sellers and their respective officers and directors from any Losses arising out of or resulting from the Transfer Tax Determination, including without limitation, any Tax, interest, penalty or sanction. The Parties agree (the “Independent Accountant”), and any determination i) to be 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 Section 1313(a) Transfer Tax Returns). For purposes 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.this Section

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 B▇▇▇▇▇▇▇▇ 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 No later than 60 days after the Closing Date, Seller shall deliver to Purchaser a proposed allocation of the Purchase Price and any other relevant items that are treated as additional consideration for Income Tax purposes shall be allocated among the Purchased Assets Transferred Assets, determined in accordance a manner consistent with the principles set forth in Code, including Section 1060 of the Code (thereof, and the Treasury Regulations promulgated thereunderthereunder (“Seller’s Allocation”). Buyer shall prepare a draft allocation statement in accordance If Purchaser disagrees with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar Seller’s Allocation, Purchaser shall, within 30 days after the Closing Date. Parent shall inform Buyer in writing within fifteen (15) calendar days of the receipt of Seller’s Allocation, deliver to Seller a revised draft containing any changes that Purchaser proposes to be made to Seller’s Allocation (“Purchaser’s Allocation”). If Purchaser delivers Purchaser’s Allocation during such draft of any objection by Sellers to period, Seller and Purchaser shall, during the draft allocation. To the extent that any 30 days following 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 Seller and Sellers Purchaser are unable to reach such agreement agreement, they shall promptly thereafter submit for resolution the items remaining in dispute to the Accountant and shall instruct the Accountant to (i) make a determination regarding such dispute as promptly as practicable, and in any event within fifteen (15) 30 days after receipt by Buyer from the date of submission of such noticedispute to the Accountant pursuant to this Section 7.1 and (ii) deliver promptly thereafter a copy of its determination to Seller and Purchaser, together with a report setting forth each disputed item and 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 ’s determination by the Independent Accountant shall be finalwith respect thereto. 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 Accountant, with respect to its engagement under this Section 7.1, shall be borne equally 50% by Buyer Seller and Sellers50% by Purchaser. The allocation allocation, as prepared by Seller if no Purchaser’s Allocation has been timely delivered, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by agreement of the Parties or by the Independent Accountant, as the case may Accountant pursuant to this Section 7.1 shall be (the “Purchase Price Allocation”) ” and shall be conclusive and binding on the Parties. all Parties (b) Each and their Affiliates). Seller and Buyer agree Purchaser shall cooperate in good faith to act in accordance with update the Allocation to reflect any adjustments to the Purchase Price Allocation, and any other items that are treated as adjusted additional consideration for Income Tax purposes. Neither Seller nor Purchaser shall (and shall cause their respective Affiliates not to) take any position inconsistent with such Allocation on any Income Tax Return or in accordance with Section 2.6(a) if applicableany Income Tax Proceeding, in any Tax Returneach case, including any forms or reports 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 analogous provision 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 Closing Statement shall include an allocation statement setting forth Purchaser’s allocation of the Final Total Purchase Price and other relevant items (as proposed in the Closing Statement) and, taking into account the indemnification provisions hereunder, the Assumed Liabilities that are liabilities for applicable Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in pursuant to Section 1060 of the Code and any other applicable Tax Laws (and as the Treasury Regulations promulgated thereundersame may be revised pursuant to Section 3.03 or Section 3.04, the “Allocation Statement”). Buyer The Allocation Statement shall prepare be consistent with the allocation set forth in Section 3.01 of the Disclosure Schedule. The parties shall act in good faith to agree on the Allocation Statement prior to the date on which the applicable Tax Returns (including Forms 8594) are required to be filed. Any dispute regarding the Allocation Statement shall be resolved pursuant to the resolution procedures set forth in Section 3.03. (b) In the event that there is an adjustment to the Purchase Price hereunder, Purchasers shall deliver to ARM a draft revised Allocation Statement reflecting such adjustment. Following the determination of Final Working Capital, Purchasers shall deliver to ARM a revised Allocation Statement reflecting such determination with such revised allocation statement being prepared in accordance a manner that is 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 manner in writing within fifteen (15) calendar days which Working Capital was taken into account in determining Section 3.01 of the receipt of such draft of Disclosure Schedule and any objection by Sellers to the draft allocationprior Allocation Statements. To the extent that any such objection is received, the Buyer and Sellers The parties shall attempt act in good faith to resolve any disputedispute regarding any revised Allocation Statement prior to the date on which the applicable Tax Returns (including Forms 8594) are required to be filed or if the revised Allocation Statement is delivered after that time, within 90 days after the revised Allocation Statement is delivered to ARM. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such noticethe parties cannot resolve any disputed item in the Allocation Statement or any revised Allocation Statement, the disputed items item 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 Expert in accordance with the Purchase Price Allocationprovisions of Section 3.03. (c) Except as otherwise required by Law or a binding determination by a Governmental Authority, as adjusted in accordance each party hereto agrees that it will, and will cause the common parent or similar person with Section 2.6(arespect to any consolidated, combined, unitary or similar tax group of which it is a member to, (i) if applicable, in any file all Tax ReturnReturns, including IRS Form 8594 or any other forms or reports required to be filed pursuant to Section 1060 of the Code or any comparable provisions of any comparable Law, unless otherwise required by a change in Law after consistent with the date hereof, or a final “determination,” as defined allocation set forth in Section 1313(a) 3.01 of the Code. Buyer Disclosure Schedule and, to the extent the Allocation Statement has been finalized pursuant to Section 3.03, the Allocation Statement or, if there has been an adjustment to the Allocation Statement pursuant to Section 3.04(b), the allocation set forth in Section 3.01 of the Disclosure Schedule or the Allocation Statement, as previously appropriately modified to reflect any such adjustment 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 (ii) not take a position for Tax purposes that is inconsistent therewith upon examination of any Tax Return, with the allocation set forth in any refund claim, or in any litigation or investigation, without the prior written consent Section 3.01 of the other Party (which consentDisclosure Schedule and, to the extent the Allocation Statement has been finalized pursuant to Section 3.03, the Allocation Statement or, if there has been an adjustment to the Allocation Statement pursuant to Section 3.04(b), the allocation set forth in the case Section 3.01 of the SellersDisclosure Schedule or the Allocation Statement, will be deemed as previously appropriately modified 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 reflect 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.such

Purchase Price Allocation. (a) 2.5.1 The unadjusted Purchase Price and other relevant items for Tax purposes shall be is 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 Properties as shown on Exhibit D. The allocated value (the “Independent AccountantAllocated Value”), and ) for any determination by Property equals 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 amount allocated 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 Property on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price AllocationExhibit D, as adjusted in accordance with Section 2.6(athe provisions of this Agreement, insofar as the provisions apply to such Property. The Parties have accepted the Allocated Values for the purposes of this Agreement and the transactions contemplated thereby, but otherwise make no representation or warranty as to the values allocated to each Property. 2.5.2 The Parties agree that the Purchase Price (plus Assumed Obligations and any other items properly treated as consideration for U.S. federal income Tax purposes) if applicable, shall be allocated among the Properties 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 promulgated thereunder (and any similar provision of state, local or any provisions of any comparable foreign law, as appropriate) (the “Allocation”). The Allocated Values, as adjusted to comply with applicable U.S. federal income tax Law, unless otherwise required shall be used by a change in Law after Seller and Buyer as the date hereofbasis for the Allocation. The Allocation shall be delivered by Buyer to Seller within 60 days following the Closing Date for Seller’s approval, which shall not be unreasonably withheld, conditioned or a final “determination,” delayed. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as defined in Section 1313(a) of the Codemutually agreed by Buyer and Seller. Buyer and each Seller shall cooperate in the preparation of such file all Tax Returns and file such forms as required by applicable Law(including IRS Form 8594) consistent with the Allocation. Neither Buyer nor any Seller shall take a any Tax position inconsistent therewith with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon examination of any Tax Return, in any refund claim, or in any litigation or investigation, without the prior written consent arising out of the other Party (which consentAllocation, in the case of the Sellers, will and neither Buyer nor Seller shall be deemed required 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 litigate before any court any proposed deficiency or adjustment by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party in writing of Governmental Authority challenging such notice and resolution of the disputeAllocation.

Purchase Price Allocation. (a) The Parties acknowledge and agree that, for U.S. federal income Tax purposes and applicable state and local income Tax purposes, the transfer of the Interests pursuant to this Agreement in exchange for 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)treated as an asset purchase. Buyer shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no Not later than sixty (60) calendar days after the Closing Date. Parent final determination of Purchase Price pursuant to Section 2.5(b), Seller shall inform prepare and deliver to Buyer in writing within fifteen (15) calendar days an allocation schedule setting forth Seller’s determination of the receipt allocation of such draft of any objection by Sellers the Purchase Price and assumed (or deemed assumed) obligations to the draft allocationextent properly taken into account under the Code among the assets of the Target Companies that complies with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). To the extent that any such objection is received, the Buyer Seller and Sellers ▇▇▇▇▇ shall attempt work in good faith to resolve any dispute. If Buyer and Sellers are unable disputes relating to reach such agreement the Allocation within fifteen thirty (1530) days after receipt by of Seller’s proposal. If Seller and Buyer of are unable to resolve any such noticedispute, the disputed items such dispute shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination promptly by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days Accountants, the costs of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant which shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent AccountantSeller, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. (b) Each one hand, and Buyer, on the other hand. Seller and Buyer agree shall use commercially reasonable efforts in good faith 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 and the Treasury Regulations promulgated thereunder following any adjustment to the allocable Purchase Price or any provisions other amounts constituting consideration for U.S. federal income Tax purposes pursuant to this Agreement. Seller and Buyer shall, and shall cause their Affiliates to, report consistently with the Allocation in all Tax Returns, and none of the Parties shall take any comparable Lawposition in any Tax 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 Code (or analogous provision of state or local Tax Law) 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 (Parties, which consentshall not be unreasonably withheld, conditioned or delayed. Each of Seller and ▇▇▇▇▇ agrees to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Allocation, to the extent that such Seller or Buyer has knowledge of such audit, controversy or litigation; provided that nothing in the case this Section 6.3 shall require any of the Sellers, will be deemed Parties 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 litigate before any court any proposed deficiency or adjustment by any Taxing AuthorityAuthority challenging the Allocation. Notwithstanding the foregoing, the Party receiving notice of the dispute shall promptly notify the Allocation is not established necessarily for financial or accounting purposes other Party in writing of such notice and resolution of the disputethan for tax accounting.

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. 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. Buyer agrees to reasonably cooperate with Sellers to identify and allocate the Assets between the Assets acquired for cash and the Assets acquired for the Class D-1 Units in a manner that is most tax-efficient to Sellers and not disproportionately adverse to Buyer or Buyer’s members, and to report consistent therewith 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. Within sixty (a60) The days of Closing, Buyer shall prepare and deliver to Sellers a proposed schedule that takes into consideration any post-Closing adjustments to the Purchase Price and other relevant items for Tax purposes shall be allocated allocating the Purchase Price described in Section 1.4 among the Purchased Assets assets acquired by Buyer in accordance a manner consistent with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunderallocation schedule attached hereto. Within 15 days following such delivery, Sellers shall have the right to object to the Purchase Price allocation (by written notice to Buyer). , and if they so object, Sellers shall notify Buyer shall prepare a draft allocation statement (in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60such written notice) 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 disputed item (or items) and the basis for objection. If Sellers do not object by Sellers to the draft allocation. To the extent that any written notice within such objection is receivedperiod, the Buyer Purchase Price allocation shall be deemed to have been accepted and Sellers agreed upon, and final and conclusive, for all purposes of this Agreement. The Parties hereto shall attempt act in good faith to resolve any disputesuch dispute prior to the date on which the Purchase Price allocation is required to be filed with the appropriate Taxing Authority. If Buyer and Sellers are unable to reach such agreement within fifteen (15) days after receipt by Buyer of such noticethe Parties hereto cannot resolve any disputed item, the disputed items item in question shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers the Tax Arbitrator (selected in accordance with the “Independent Accountant”), and any determination by the Independent Accountant shall be finalprovisions set forth in Section 5.6) as promptly as practicable. 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 Tax Arbitrator shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of paid in 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 manner set forth in Section 1313(a) of the Code5.6 hereof. Buyer and each Seller shall cooperate in the preparation of Sellers hereby agree that they will not take nor permit their Affiliates to take any position inconsistent with such Tax Returns allocations unless required by Law. Buyer and Sellers hereby agree to timely file such forms as IRS Form 8594 (and any similar form 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 ) consistent with such notice and resolution of the disputeallocations.

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes (plus Assumed Liabilities, to the extent properly taken into account under the Code), increased or decreased, as the case may be, by the Final Adjustment Amount, shall be allocated among the Purchased Stock and the Purchased Assets 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”). Buyer shall prepare a draft allocation statement To the extent necessary to determine the amount of Transfer Taxes or other Taxes required to be paid at or in accordance connection with the aforementioned principles and provide Closing, Parent shall deliver a copy preliminary Allocation (the “Preliminary Allocation”) to Buyer Parent no later than fifteen (15) days prior to the Closing. Within sixty (60) calendar days after the Closing Datedetermination of the Final Adjustment Amount in accordance with Section 1.6, Buyer Parent shall deliver to Parent a final Allocation (the “Final Allocation”), prepared in a manner consistent with the first sentence of this Section 1.7(a), for Parent’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Parent and Buyer 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 work in good faith to resolve any disputedisputes relating to the Final Allocation. If Parent and Buyer and Sellers Parent are unable to reach resolve any such agreement dispute regarding the Final Allocation within fifteen thirty (1530) days after receipt by of Buyer Parent’s delivery of the Final Allocation to Parent, such notice, the disputed items dispute shall be resolved by a nationally recognized accounting firm that is mutually acceptable to Buyer and Sellers (the “Independent Accountant”), and any determination promptly by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) days Auditor, the costs of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Independent Accountant which shall be borne equally by Parent and 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 PartiesParent. (b) Each Seller If the Purchase Price is adjusted pursuant to any provision of this Agreement, the Final Allocation shall be adjusted in a manner consistent with the procedures set forth in Section 1.7(a) above and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted in accordance with Treasury Regulations Section 2.6(a1.1060-1(c). (c) 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 Parent shall cooperate in the preparation of such file all Tax Returns and file such forms as required by applicable Law(including IRS Form 8594) consistent with the Final Allocation. Neither Buyer nor any Seller Parent shall take a any Tax position inconsistent therewith upon examination of with such Final Allocation and neither Buyer nor Parent shall agree to any proposed adjustment to the Final Allocation by any Tax Return, in any refund claim, or in any litigation or investigation, authority without first giving the other party prior written consent notice; provided, however, that nothing contained herein shall prevent Buyer or Parent from settling any proposed deficiency or adjustment by any Tax authority based upon or arising out of the Final Allocation, and neither Buyer nor Parent shall be required to litigate before any court any proposed deficiency or adjustment by any Tax authority challenging such Final Allocation. Not later than thirty (30) days prior to the filing of their respective IRS Forms 8594 relating to this transaction, each of Buyer and Parent shall deliver to the other Party party a copy of its IRS Form 8594. (which consentd) The purchase price for the shares of New Zealand Entity does not include any capitalized interest and the parties agree that, for the purposes of EW32 of the Income Tax ▇▇▇ ▇▇▇▇ (New Zealand), this purchase price is the lowest price that the applicable parties would have agreed on at the time this Agreement was entered into, if payment had been required in full at the time the first right in the case shares of New Zealand Entity was or is to be transferred. For the purposes of this clause, the term “right” has the same meaning as in section OB1 of the Sellers, will be deemed to be given by all Sellers upon consent of ParentIncome Tax ▇▇▇ ▇▇▇▇ (New Zealand), 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 Buyer shall prepare and deliver to BHGE LLC, within 90 days following the determination of the Final Statement, a schedule (athe “Allocation Schedule”) The Purchase Price and other relevant items allocating the purchase price (as determined for Tax purposes shall be allocated U.S. federal income tax purposes) among the Purchased IST Assets 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 or non-U.S. Law, as appropriate). Buyer BHGE LLC shall prepare a draft allocation statement in accordance with have the aforementioned principles right to review the Allocation Schedule and provide a copy to Parent no later than sixty (60) calendar days after shall notify 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 allocationobjections within 20 days after its receipt thereof. To the extent that any such objection is received, BHGE LLC and the Buyer and Sellers shall attempt negotiate in good faith to attempt to resolve any disputedisagreements with respect to the Allocation Schedule within 20 days. If In the event that BHGE LLC and the Buyer and Sellers are unable to reach resolve such agreement dispute within fifteen (15) days after receipt by such 20-day period, then BHGE LLC and the Buyer of shall refer the matter to the Independent Accounting Firm in accordance with Section 2.08. In making such noticedetermination, the Independent Accounting Firm shall be bound by the terms of this Agreement, it shall make a determination solely with respect to unresolved disputed items of the Allocation Schedule, and the Independent Accounting Firm’s determination thereof shall be resolved based solely on written materials, presentations and arguments submitted and/or made by a nationally recognized accounting firm that is mutually acceptable to Buyer BHGE LLC and Sellers (the “Independent Accountant”)Buyer, and any determination not by independent review. Sellers and the Buyer shall (a) be 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 by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent AccountantAllocation Statement, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. adjusted, for purposes of determining any Taxes and (b) Each Seller and Buyer agree to act in accordance with the Purchase Price AllocationAllocation Statement in the preparation, filing and audit of any Tax Return (including IRS Form 8594), in each case, as adjusted otherwise required by Law. For purposes of the Allocation Statement, if there is an adjustment to the purchase price (as determined for U.S. federal income tax purposes) pursuant to any provision of this Agreement, the adjustment shall be allocated 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 Parties agree to treat the purchase of the LLC Interests as a purchase of the assets of the Company and the noncorporate Company Subsidiaries for U.S. federal and, to the extent permitted by Law, applicable state and local income tax purposes. The Parties further acknowledge and agree that Seller intends to engage a valuation expert to prepare a written, independent valuation of the fair market value of certain assets of the Company and such Company Subsidiaries as of the Closing Date (the “Valuation”). No later than ninety (90) days after the later of (a) The the determination of the Final Purchase Price pursuant to Section 2.06 and (b) the delivery of the Valuation to Seller, Seller shall deliver to Buyer a draft allocation of the sum of the Final Purchase Price and (to the extent properly taken into account for U.S. federal and other relevant items for Tax purposes shall be allocated applicable income tax purposes) the Liabilities of the Company and the noncorporate Company Subsidiaries, among the Purchased Assets assets of the Company and such Company Subsidiaries, determined consistently with the Valuation and in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunderthereunder (and any similar provisions of state or local Law, as appropriate), provided, however, that not less than 95% of the foregoing sum shall be allocated to assets that are “section 197 intangibles” within the meaning of Section 197(d) of the Code or other depreciable or amortizable assets that have a recovery period for U.S. federal income tax purposes that is equal to or less than fifteen (15) years (the “Allocation”). Buyer shall prepare have thirty (30) days to give a draft allocation statement in accordance written notice to Seller of its objections, if any, to the Allocation; provided that Buyer shall not be entitled to object to the Allocation to the extent the Allocation is consistent with the aforementioned principles and Valuation. If Buyer does not provide such notice of objection within such thirty (30) day period, Buyer shall be deemed to have accepted in full the Allocation delivered by Seller. If Buyer delivers a copy timely notice of objection with respect to Parent no later than sixty (60) calendar days after assets that were not covered 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 allocation. To the extent that any such objection is receivedValuation, the Buyer and Sellers Seller shall attempt negotiate in good faith to resolve any disputereach agreement regarding the Allocation. For the avoidance of doubt, the Parties agree that none of the Final Purchase Price or other consideration payable in connection with this Agreement will be allocated to the covenants contained in Section 5.08. 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 is adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms for federal or reports required to be filed other applicable income tax purposes pursuant to Section 1060 9.07 or otherwise, the Parties shall cooperate in good faith to make appropriate updates to the Allocation, consistent with the original Allocation and taking into account the circumstances giving rise to the adjustment. The Parties shall, and shall cause their Affiliates to, file all Tax Returns (including Internal Revenue Service Form 8594) consistent with the Allocation (including as modified pursuant to this Section 2.07); provided that nothing in this sentence shall prevent any Party or its Affiliates from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Code Allocation, and no Party or its Affiliates shall be required to litigate before any provisions of court any comparable Law, unless otherwise required proposed deficiency or adjustment by a change in Law after the date hereof, or a final “determination,” as defined in Section 1313(a) of the Codeany Governmental Authority challenging such Allocation. Buyer and each Seller shall cooperate notify each other promptly 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 writing 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 any examination, audit or other proceeding regarding the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputeAllocation.

Purchase Price Allocation. (a) The Subject to the adjustments described in Section 1.9, the Purchase Price and other relevant items plus any Assumed Liabilities that are required to be treated as part of the Purchase Price for Tax federal income tax purposes shall be allocated among the Purchased Assets and the goodwill and going concern value of the Businesses (the “Allocation”. (b) Within five (5) days following the Closing Date, the Purchaser shall prepare and deliver to the Seller an allocation schedule setting forth the Allocation (the “Allocation Schedule”). The Seller shall review the Allocation Schedule and, to the extent the Seller disagrees in good faith with the content of the Allocation Schedule, the Seller shall inform the Purchaser of such disagreement within five (5) days after receipt of the Allocation Schedule, and the Seller and the Purchaser shall attempt to resolve any such disagreement in good faith. If the Seller and the Purchaser are unable to reach an agreement on the content of the Allocation Schedule within twenty (20) days of the Closing Date, the Seller and the Purchaser shall submit such dispute to the Bankruptcy Court for determination. (c) 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 , Purchaser 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 Lawagree, unless otherwise 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 , to be bound by the Allocation Schedule, to file all Tax Returns (including IRS Form 8594 and each Seller shall cooperate any supplemental or amended IRS Form 8594) in accordance with the Allocation Schedule, and not to take any position inconsistent with the Allocation Schedule 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 course of any Tax Returnaudit, in any refund claimexamination, other administrative 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 disputejudicial proceeding.

Purchase Price Allocation. Within sixty (a60) The days after the Final Purchase Price shall have been deemed to be final pursuant to Section 2.8, Seller shall deliver to Buyer a schedule that reasonably allocates the Final Purchase Price (together with any assumed Liabilities and any other relevant items required to be taken into account as purchase consideration for U.S. federal income Tax purposes shall be allocated purposes) among the Purchased Shares and the Transferred Assets in accordance with the principles set forth in Section Sections 1060 and 338 of the Code (and the Treasury Regulations promulgated thereunderthereunder (the “Allocation Schedule”). Buyer shall prepare have a draft allocation statement in accordance with the aforementioned principles and provide a copy to Parent no later than sixty period of twenty (6020) calendar days after the Closing Date. Parent shall inform Buyer delivery of the Allocation Schedule (the “Response Period”) to present in writing within fifteen (15) calendar days of the receipt of such draft to Seller notice of any objection by Sellers objections Buyer may have to the draft allocationallocation set forth therein (an “Objections Notice”). To Unless Buyer timely objects, such Allocation Schedule shall be binding on the extent that any such objection is receivedParties without further adjustment, absent manifest error. If Buyer delivers an Objections Notice within the Response Period, Buyer and Sellers Seller shall attempt negotiate in good faith and use all reasonable best efforts to resolve any such dispute. If Buyer and Sellers are unable the Parties fail to reach such agreement agree within fifteen (15) days after receipt by Buyer the delivery of such noticethe Objections Notice, then 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 whose determination by the Independent Accountant shall be finalfinal and binding on the Parties. The Independent Accountant shall resolve any disputed items the dispute within fifteen thirty (1530) days of having after the item has been referred to it pursuant to such procedures as it may requireit. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and SellersSeller. The allocation Except as determined otherwise required by agreement a final determination (within the meaning of Section 1313(a) of the Parties Code or similar provision of applicable Tax Law), (a) Buyer and Seller shall (and shall cause their respective Affiliates to) report the national, federal, state, provincial and local income and other Tax consequences of the transactions contemplated by this Agreement in a manner consistent with the Independent AccountantAllocation Schedule, as the case may be (the “Purchase Price Allocation”) shall be binding on the Parties. and (b) Each neither Buyer nor Seller shall (and Buyer agree to act in accordance neither party shall permit its respective Affiliates to) take a position inconsistent with the Purchase Price Allocation, as adjusted in accordance with Section 2.6(a) if applicable, in Allocation Schedule on any Tax Return, Return or filings (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) 338 of the Code). Each of Buyer and each Seller shall cooperate with the other in the preparation of such Tax Returns and file such forms as preparing IRS Form 8594 or any equivalent statements required by applicable Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination Governmental Entity charged with the collection of any income 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 disputefor filing within a reasonable period before its filing due date.

Purchase Price Allocation. (a) The Purchase Price Buyer and other relevant items Seller intend that the purchase and sale of the Transferred Assets pursuant to this Agreement will be treated for U.S. federal income Tax purposes shall be allocated among the Purchased Assets in accordance with the principles set forth in Section 1060 as a purchase and sale of the Code (assets of Seller and the Treasury Regulations promulgated thereunder)Seller Entities. Buyer and Seller shall prepare a draft allocation statement in accordance with the aforementioned principles and provide a copy use their Commercially Reasonable Efforts to Parent no later than sixty jointly agree within one hundred eighty (60180) calendar days after the Closing DateDate to an allocation among the Transferred Assets that is consistent with the allocation methodology provided by Code section 1060 and the Treasury regulations promulgated thereunder (the "Allocation"). Parent shall inform Notwithstanding the foregoing, in the event that Buyer in writing within fifteen (15) calendar days of the receipt of such draft of any objection by Sellers and Seller cannot agree as to the draft allocation. To the extent that any such objection is receivedAllocation, 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 each Party shall be resolved by a nationally recognized accounting firm that is mutually acceptable entitled to Buyer and Sellers (the “Independent Accountant”)take its own position in any Tax Return, 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 Tax proceeding or by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the Partiesaudit. (b) Each Notwithstanding the foregoing, to the extent required for purposes of determining the amount of Transfer Taxes attributable to the sale or transfer of the Facility and the Transferred Assets to Buyer and the scope of any exemptions from Transfer Taxes, Buyer shall deliver to Seller a schedule valuing the Real Property and Buyer agree tangible personal property (including a separate valuation for exempt tangible personal property) included in the Transferred Assets (the “Transfer Tax Valuation”) at least ten (10) Business Days prior to act the Closing Date. Seller shall provide a sales tax invoice at Closing (which shall be consistent with the Transfer Tax Valuation) on which it separately states (i) the value of real property transferred, (ii) a description and the value of taxable tangible personal property transferred, (iii) a description and the value of exempt or otherwise nontaxable tangible personal property transferred and (iv) the amount of sales tax applicable to the tangible personal property transferred. ▇▇▇▇▇ and ▇▇▇▇▇▇ each agrees to file all applicable Transfer Tax Returns, and to remit all Transfer Taxes, in accordance with the Purchase Price Allocation, as adjusted in accordance Transfer Tax Valuation and otherwise agrees not to take any position for Transfer Tax purposes inconsistent with Section 2.6(a) if applicable, in the Transfer Tax Valuation. ▇▇▇▇▇ and ▇▇▇▇▇▇ each agrees to provide the other promptly with any other information necessary to complete any applicable Transfer 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 purchase price for the Assets and the FSELLC Membership Interest minus the credit given to Purchaser for its agreement to license to Parent and its Affiliates (pursuant to the License Agreement) the Intellectual Property that is being assigned to Purchaser under this Agreement (the "Purchase Price") shall consist of the following: (i) One Hundred Forty Nine Million Dollars ($149,000,000), subject to adjustment as provided in Sections 1.05, 1.06 and 1.07 (the "Cash Component"); plus (ii) Purchaser's assumption of the Assumed Liabilities. (b) Upon execution of this Agreement, Purchaser shall pay Two Million Dollars ($2,000,000) of the Cash Component as a deposit (the "Earnest Money Deposit") by wire transfer of immediately available fund▇ ▇▇ ▇▇e Deposit Escrow Account maintained by the Deposit Escrow Agent at the address or to the account number specified in the Deposit Escrow Agreement, with the balance of the Cash Component (including the portions of the Cash Component constituting the Regulatory Holdback and the Purchaser's Holdback) due at the Closing, as provided in Section 1.08. Purchaser on one side, and Sellers on the other side, shall each pay directly to the Deposit Escrow Agent one half of the Deposit Escrow Fees as and when due under the Deposit Escrow Agreement. (c) Prior to the Closing Date Purchaser shall prepare a schedule which sets forth an initial allocation of the Purchase Price among the Assets, the FSELLC Membership Interest and the License Agreement credit and Purchaser and Sellers shall negotiate in good faith to determine the final allocation of the Purchase Price among the Assets, the FSELLC Membership Interest and the License Agreement credit. Such allocation shall be made separately for the Assets from each of the Las Vegas Business, the Black Hawk Business and the Tunica Business. If the parties are unable to agree upon an allocation of the Purchase Price prior to the Closing, the parties shall continue to cooperate in the preparation of, and use their reasonable best efforts to agree upon, the allocation, provided that any material issues with respect to the allocation which have not been finally resolved within 30 days following the Closing shall be referred for resolution to a nationally recognized independent public accounting firm as to which Sellers and Purchaser mutually agree, whose determination shall be final and binding upon the parties. The costs of such accounting firm shall be shared equally by Purchaser on one side, and by Sellers on the other relevant items for Tax purposes side. Any subsequent adjustments to the Purchase Price shall be allocated among the Purchased Assets in accordance a manner consistent with the principles set forth in final Purchase Price allocation and Section 1060 of the Code. Each party hereto agrees (i) that any such allocation shall be consistent with paragraph (a) of this Section and the requirements of Section 1060 of the Code (and the Treasury Regulations promulgated regulations thereunder). Buyer shall prepare a draft , (ii) to complete jointly and to file separately IRS Form 8594 as part of such party's Federal Income Tax Return consistently with such allocation statement for the tax year in accordance with the aforementioned principles and provide a copy to Parent no later than sixty (60) calendar days after which 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”)occurs, and (iii) that no party will take a position on 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 costsincome, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties transfer 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 gains Tax Return, including before any forms Governmental or reports Regulatory Authority charged with the collection of any Tax or in any judicial or administrative proceeding, that is in any manner inconsistent with the terms of any such allocation without the written consent of the other parties unless required to be filed 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,” determination (as defined in 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 Law. Neither Buyer nor any Seller shall take a position inconsistent therewith upon examination of any Tax Returnstate, in any refund claim, local 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 Parentforeign law), 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 Buyer and Seller shall negotiate with a view to completing no later than the Closing Date the drafting of a schedule that allocates the Base Price and the liabilities of the Acquired Companies that are considered assumed for federal income tax purposes (plus other relevant items for Tax purposes items) among the Assets of the Acquired Companies. Following the Closing Date, in the event of an adjustment to the Base Price pursuant to Section 2.4 or the payment of any Earnout Payment pursuant to Section 2.6, Buyer and Seller shall negotiate with a view to completing (within thirty (30) days after the date of such adjustment or payment) the drafting of a revised schedule that allocates such adjustment or payment, together with any prior allocation determined pursuant to this Section 2.7 among the Assets of the Acquired Companies. Any allocation schedule described above in this Section 2.7(a) shall be allocated among the Purchased Assets reasonable and shall be prepared in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder)Code. Buyer and Seller 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 endeavor in good faith to resolve any dispute. disagreement in connection with the negotiation and drafting of any allocation schedule contemplated by this Section 2.7(a). (b) If Buyer and Sellers Seller are unable to reach such agreement within fifteen (15) days after receipt resolve any disagreement as to allocations by Buyer the expiration 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”applicable target date or time noted in Section 2.7(a), and any do not agree to extend the period for such negotiated determination by of the allocation in question, then they shall submit the open allocation issue(s) to the Independent Accountant Accountants who, acting as experts and not arbitrators, shall examine each of Buyer’s and Seller’s proposed allocation(s), including reasons therefor and any relevant backup documentation provided in respect thereof, and shall determine the allocation(s) to be finalmade. The Independent Accountant Accountants shall resolve any disputed only decide the specific allocation items under dispute and their decision for each allocation item must be within fifteen (15) days the range of having values assigned to each such item in the item referred to it pursuant to such procedures as it may requirerespective submissions of Buyer and Seller. The costs, fees and expenses of the Independent Accountant Accountants shall be borne shared equally by Seller and Buyer. The Independent Accountants shall make a determination as soon as practicable within thirty (30) days (or such other time as Buyer and Sellers. The allocation as determined by agreement Seller shall agree in writing) after their engagement under this Section 2.7(b), and their determination of the Parties allocation(s) in question shall be conclusive and binding upon Seller and Buyer. For the sake of clarity, any allocation item not disputed by Buyer or Seller shall not be subject to review or determination by the Independent Accountant, as the case may be (the “Purchase Price Allocation”) shall be binding on the PartiesAccountants. (bc) Each Seller and Buyer The Parties (as applicable) agree to act file their respective applicable Tax Returns, reports, and forms, including IRS Form 8594, in a manner consistent with the Purchase Price allocation (including any amendment thereto) as determined in accordance with the Purchase Price Allocationforegoing provisions of this Section 2.7, as adjusted in accordance with Section 2.6(aand no Party shall (i) if applicable, take any position in any Tax Return, report, or form, including any forms amendment thereto, or reports required to be filed pursuant to Section 1060 of the Code (ii) reach any settlement or any provisions agreement in respect of any comparable Law, audit which is inconsistent with such 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 inconsistency is mandated 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 If such inconsistency is mandated by applicable Law. In the event that the Purchase Price Allocation is disputed by any Taxing Authority, the Party receiving taking such position shall provide prompt written notice to each other Party of such inconsistency and its effect on the Parties’ agreed upon allocation of the dispute shall promptly notify the other Party in writing of such notice and resolution of the disputePurchase Price.

Purchase Price Allocation. (a) The Parties agree to allocate the Purchase Price and any assumed liabilities (together with other relevant items for Tax purposes shall be allocated among the Purchased Assets amounts) in accordance with the principles set forth in Section 1060 of the Code (and the Treasury Regulations promulgated thereunder). The Buyer shall prepare a draft schedule setting forth an allocation statement in accordance of the Purchase Price and any assumed liabilities (together with other relevant amounts) among each of the aforementioned principles assets of the Company and, as applicable, the Acquired Companies (the “Allocation”), and provide a copy deliver such Allocation to Parent no later than sixty the Sellers’ Representative within forty-five (6045) calendar days after the Closing Date. Parent The Sellers’ Representative shall inform have the right to review such Allocation and, to the extent Sellers’ Representative disagrees with the Allocation, Sellers’ Representative 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 Allocation. The Buyer and the Sellers’ Representative shall use their reasonable best efforts to reach agreement on the draft allocationdisputed items or amounts, if any. To the extent that any such objection is received, If the Buyer and Sellers shall attempt in good faith to resolve any dispute. If Buyer and Sellers the Sellers’ Representative are unable to reach such an agreement regarding the Allocation then, within fifteen thirty (1530) days after following receipt by the Buyer of such noticethe Sellers’ Representative’s objections, the disputed items any disagreement 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, Any fees and expenses of the Independent Accountant pursuant to this Section 1.3 shall be borne equally by Buyer and Sellersthe Parties. The allocation Allocation, as prepared by the Buyer if no timely objection by the Sellers’ Representative has been given, as adjusted pursuant to any agreement between the Parties or as determined by agreement of the Parties or by the Independent Accountant, as the case may be Accountant (the “Purchase Price Final Allocation”) shall be final and binding on the Parties. (b) Each Seller and Buyer agree to act in accordance with the Purchase Price Allocation, . Except as adjusted in accordance with Section 2.6(a) if applicable, in any Tax Return, including any forms or reports 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) 1313 of the Code. Buyer and each Seller shall cooperate in Code (or any similar provision of state, local or foreign law), the preparation of such Parties agree to report consistently with the Final Allocation on their 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 Parentincluding Internal Revenue Service Form 8594), except as required by and to not take any position for applicable LawTax purposes that is inconsistent with the Allocation. In the event that If the Purchase Price Allocation is disputed by any Taxing Authorityadjusted pursuant to this Agreement, the Party receiving notice Parties shall use their reasonable best efforts to mutually agree to an allocation of any such adjustment in a manner consistent with the dispute shall promptly notify the other Party in writing of such notice Final Allocation and resolution of the disputethis Section 1.3.

Purchase Price Allocation. (a) The Parties and the EMEA Sellers shall (i) first allocate to the tangible Assets, the tangible EMEA Assets and the Unbilled Accounts Receivable a proportion of the Purchase Price (and other relevant items for to the extent properly taken into account under applicable Tax purposes shall be allocated Laws, the Assumed Liabilities and 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 Returns, the Parties agree to 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 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 (such allocation, a “Partial Allocation”). Buyer The Partial Allocation shall be consistent with the principles of Section 6.9(a). If the Parties do not reach agreement on a Partial Allocation after negotiating in good faith, the Partial Allocation shall be submitted to the Independent Auditor, which shall prepare a draft allocation statement in accordance with the aforementioned principles and provide final Partial Allocation; provided, however, that if 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 different Partial Allocation 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 Government Entity (including, for this purpose, an allocation required, approved or authorized pursuant to a Bankruptcy Proceeding), then the date hereof, or a final “determination,” Partial Allocation shall be modified 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 necessary to be given consistent with the required allocation (but in all cases shall be subject to the principles of Section 6.9(a) to the extent permitted 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.such

Purchase Price Allocation. (a) The Purchase Price and other relevant items for Tax purposes shall be allocated for U.S. federal income tax purposes (and any similar provision of state, local or foreign Law) among the Purchased Assets assets of the Company in accordance with the principles set forth in manner required by Section 1060 of the Code (and the Treasury Regulations promulgated thereunder“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 ninety (6090) calendar days after following the Closing Date, Purchaser shall prepare and deliver to Seller for its review and approval IRS Form 8594 and any required exhibits thereto, setting forth the Allocation. Parent Seller shall inform Buyer in writing notify Purchaser of any objections to the Allocation within fifteen thirty (1530) calendar days of the receipt of the Allocation. If no such draft of any objection by Sellers to the draft allocation. To the extent that any objections are made within such objection is receivedthirty (30)-day period, the Buyer Allocation shall become final. If Seller notifies Purchaser within such thirty (30)-day period that it objects to one or more items reflected on the Allocation, Seller and Sellers Purchaser shall attempt negotiate in good faith to resolve any such dispute. If Buyer Seller and Sellers are unable Purchaser fail to reach resolve any such agreement dispute within fifteen thirty (1530) days after of Purchaser’s receipt by Buyer of such Seller’s notice, then Seller and Purchaser shall submit the disputed items shall be resolved by a nationally recognized of the Allocation in dispute for resolution to an independent valuation or accounting firm that is of international reputation mutually acceptable to Buyer Seller and Sellers (Purchaser, which shall, as soon as practicable after such submission, determine and report to Seller and Purchaser its resolution of the “Independent Accountant”), and any determination by the Independent Accountant Allocation. The report of such firm shall be finalfinal and binding upon the parties hereto. The Independent Accountant shall resolve any disputed items within fifteen (15) days of having the item referred to it pursuant to fees for such procedures as it may require. The costs, fees and expenses of the Independent Accountant firm shall be borne equally by Buyer and Sellers. The allocation as determined by agreement of the Parties or by the Independent Accountantbetween Seller, as the case may be (the “Purchase Price Allocation”) shall be binding on the Partiesone hand, and Purchaser, on the other hand. (b) Each of Purchaser and Seller and Buyer agree their respective Affiliates shall, except 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 extent 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) 1313 of the Code. Buyer and each Seller shall cooperate in , (i) be bound by the preparation of such Allocation, as finally determined, for all Tax Returns purposes; (ii) prepare and file such forms all Returns in a manner consistent with the Allocation, as required by applicable Law. Neither Buyer nor any Seller shall finally determined; and (iii) take a no position inconsistent therewith upon examination of any Tax Returnwith the Allocation, as finally determined, in any refund claimReturn, Tax Contest 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 Lawotherwise. In the event that the Purchase Price Allocation Allocation, as finally determined, is disputed by any Taxing Authority, the Party party receiving notice of the such dispute shall promptly notify and consult with the other Party in writing parties and keep the other parties apprised of material developments concerning resolution of such notice dispute. Each of Purchaser and resolution Seller hereby agrees to revise the Allocation to reflect any adjustment to the Purchase Price pursuant to this Agreement. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the disputeinformation subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.