Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. (i) Within one hundred eighty ninety (18090) days after following the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) final resolution of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted adjustments provided pursuant to Section 3.22.3(b), among Acquiror shall provide to NewCo a schedule which will provide for the Assets reasonable allocation of the sum of the Total Stock Purchase Consideration and other relevant items treated as purchase price for U.S. federal (and applicable state and local) income Tax purposes among the assets of the Company, which allocation shall be in accordance with Section 1060 of the IRC Code and applicable Treasury Regulations thereunder or comparable provisions of state or local Law (such schedule as finally determined pursuant to this Section 8.1(h)(i), the “Tax Allocation Statement”). Acquiror shall provide NewCo with an opportunity to review and comment on the Tax Allocation Statement in draft form. Acquiror shall incorporate all reasonable comments of NewCo the Tax Allocation Statement. In the event that any adjustment to the purchase price is paid between Acquiror and the Treasury Regulations thereunderSellers pursuant to the terms of this Agreement, Acquiror shall provide NewCo a revised Tax Allocation Statement, which revised Tax Allocation Statement shall be prepared in a manner consistent with this Section 8.1(h)(i). (ii) Each of Acquiror, NewCo and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594, in a manner consistent with the Tax Allocation Statement as finally determined pursuant to Section 8.1(h)(i) and (B) take no position in any Tax Return, Action, S Corporation Tax Proceeding or otherwise that is inconsistent with the Tax Allocation Statement as finally determined pursuant to Section 8.1(h)(i). If Buyer and Seller In the event that any of the allocations set forth in the Tax Allocation Statement are unable to resolve disputed by any dispute regarding Tax Authority, Acquiror or NewCo, as the Allocation within such one hundred eighty (180) day periodcase may be, after receiving notice of such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer notify and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent consult with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with other Person concerning the resolution of such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1dispute.

Purchase Price Allocation. Within one hundred eighty (180) days after At the time that Sellers cause the Closing DateBalance Sheet to be delivered to Purchaser pursuant to Section 3.2(b)(i), Buyer and Seller Sellers shall use their good faith efforts also cause to agree upon be delivered to Purchaser an allocation of the allocation (the “Allocation”) applicable portion of the Purchase Price and other relevant items (plus Assumed Liabilitiesincluding, for example, adjustments to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Purchase Price) among the Assets for U.S. federal (Purchased Assets, including goodwill and applicable state and local) income Tax purposes other assets, in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder and any comparable provision of state, local or foreign law, as appropriate, prepared with the reasonable input, review and approval of Purchaser (the “Preliminary Allocation”). If Buyer Approval of the Preliminary Allocation by Purchaser, and Seller are unable to resolve the resolution of any dispute disagreement regarding the Allocation within such one hundred eighty (180) day periodPreliminary Allocation, such dispute shall be resolved promptly subject to the same time restrictions and procedures as applicable to the finalization of the Closing Balance Sheet, pursuant to Section 3.2(b)(ii). The allocation agreed to by the CPA FirmParties or determined by the Accountants, as the costs of which case may be, shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the “Final Allocation.” The Final Allocation shall be adjusted as mutually agreed binding on the Parties, to the extent permitted by Buyer Law. The Parties shall prepare and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall timely file all applicable federal and state income Tax Returns forms (including, but not limited to, IRS including Internal Revenue Service Form 8594) in a manner consistent with the Final Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding cooperate with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the each other in the event preparation of an examinationsuch forms, audit and furnish each other with a copy of the final version of Form 8594 within a reasonable period before the filing date thereof. Except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or other proceeding regarding any comparable provision of any state, local or foreign law), none of the Parties shall take a position inconsistent with the Final Allocation determined under this on any Tax Return (including any forms required to be filed pursuant to Section 11.11060 of the Code), or otherwise. The Parties recognize that the Final Allocation will not include Purchaser’s acquisition expenses or Sellers’ selling expenses, and Purchaser and Sellers will unilaterally allocate such expenses appropriately.

Purchase Price Allocation. Within one hundred eighty (180a) days after The consideration paid hereunder (including the liabilities of the Company to the extent required by applicable Law) shall be allocated among the assets of the Company using their fair market values as of the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon Date determined consistent with the allocation as set forth on Schedule 2.5 (the “AllocationAllocation Schedule”) ). The parties shall each adopt and utilize the fair market values on the Allocation Schedule for purposes of the Purchase Price filing any applicable Tax forms and all federal, state and other Tax Returns filed be each of them (plus Assumed Liabilities, to the extent properly taken into account under the IRCunless otherwise required by Law), as adjusted pursuant and each of them will not take any position inconsistent therewith upon examination of any such Tax Return, in any audit, Proceeding or otherwise with respect to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment unless otherwise required by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such AllocationLaw). Each of Buyer and Seller agrees The parties hereto agree to provide promptly the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 any of such applicable Tax forms. (and b) Any payment made under Section 11.2 shall be treated as an adjustment to the Purchase Price unless a determination (as defined in Section 1313 of the Code) with respect to the Indemnified Party causes any similar forms required such payment not to constitute an adjustment to the Purchase Price for state or local federal income Tax purposes). Each of Buyer and Seller shall notify the other in In the event of an examinationadjustment to the Purchase Price as a result of a payment made under Section 11.2, audit or other proceeding regarding Buyer and the Sellers’ Representative shall amend the Allocation determined under Schedule consistent with the items to which such payment relates or, if such payment does not relate to any specific item, on a pro rata basis based upon the percentage allocations to each asset category as set forth in the Allocation Schedule. The Allocation Schedule, as the same may be amended in accordance with this Section 11.12.5(b) shall, for federal and state income Tax purposes, be binding on the Sellers, Buyer and the Company. Sellers, Buyer and the Company will file their respective Tax Returns in accordance with such Allocation Schedule and shall not take any position inconsistent with such Allocation Schedule, unless the Sellers’ Representative or Buyer, as the case may be, reasonably determines (and notifies the other parties to this Agreement) that such allocation is contrary to applicable Law.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing DateAcquirors and Sellers agree to allocate, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of for U.S. federal income tax purposes, the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), and any other consideration as adjusted pursuant to Section 3.2, among the Assets determined for U.S. federal income tax purposes (together with the Purchase Price, the “Tax Consideration”) among the GP Interests, the Up-C Interests and the Class A Interests as set forth on Schedule 6.12(b). Acquirors and Sellers agree to use commercially reasonable efforts to allocate the Tax Consideration among the assets of each applicable state and local) TGE Entity in a manner consistent with applicable U.S. federal income Tax purposes in accordance with tax rules, including Section 1060 of the IRC Code and, as applicable, Sections 743(b), 751 and 755 of the Code. Acquirors and Sellers agree to treat and report the transactions contemplated by this Agreement in all respects consistent with such agreed allocation, if any, for purposes of any U.S. federal and applicable state income Taxes (including any statements required under Treasury Regulations thereunder. If Buyer Section 1.751-1(a)(3) and Seller are unable to resolve any dispute regarding allocation required under Section 755 of the Allocation within such one hundred eighty (180Code) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way action inconsistent with such Allocationagreed allocation, if any, except as required 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 no Acquiror or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required unreasonably impeded in its ability and discretion to litigate before negotiate, compromise or settle any court any proposed Tax deficiency audit, claim or adjustment by any Governmental Body challenging similar Proceedings in connections with such Allocationallocations. If Acquirors and Sellers cannot agree on an allocation or methodology, they will report for Tax purposes based on their own allocation and methodology. Each of Buyer and Seller agrees to provide the other Parties shall promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other Parties in the event writing upon receipt of an examination, notice or any pending or threatened Tax audit or other proceeding regarding assessment challenging any allocation of the Allocation determined under this Section 11.1Tax Consideration.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer Seller and Seller shall use their good faith efforts to Purchaser agree upon the allocation (the “Allocation”) of that the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, shall be allocated among the Acquired Assets for U.S. federal (in a reasonable manner mutually agreed upon by the parties and applicable state and local) income Tax purposes in accordance consistent with Section 1060 of the IRC Code and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 regulations thereunder (and any similar forms required provision of state, local or foreign law, as appropriate); provided that $1,000 of the Purchase Price shall be allocated to the reasonable value of tangible property used to transfer intangible property included in the Acquired Assets from Seller to Purchaser in accordance with California Revenue and Taxation Code Section 6012(c)(10) and at least $1,000,000 (the “Minimum Amount”) shall be specifically allocated to the purchase and sale of the outstanding shares of capital stock of Lara (the “Outstanding Lara Shares”) (unless Purchaser determines that a lesser amount should be allocated to the Outstanding Lara Shares, in which case Seller, in it sole discretion, shall either (i) allocate the amount to the Outstanding Lara Shares that Purchaser has so determined or (ii) pay to Purchaser in cash within thirty (30) days following notice thereof the present value of the incremental Tax cost to Purchaser, if any, resulting from the allocation of the Minimum Amount to the Outstanding Lara Shares (as calculated using a 6% discount rate and assuming an effective tax rate for state or local Tax purposesPurchaser of 40%) rather than the amount determined by Purchaser). Each of Buyer and Seller shall notify the other ; provided further that, in the event Seller and Purchaser are unable to mutually agree upon a Purchase Price allocation prior to the Closing, Purchaser’s proposed allocation of an examination, audit or other proceeding regarding the Allocation determined under this Purchase Price shall be conclusive and shall constitute the allocation for purposes of Section 11.15.6(b) (provided that in such case Purchaser shall reimburse Seller for any Transfer Taxes for which Seller is responsible pursuant to Section 2.9 in excess of $100,000).

Purchase Price Allocation. (a) Seller and Purchaser agree to allocate the Purchase Price and Assumed Liabilities among Seller, each Selling Subsidiary and Transferred Subsidiary in accordance with Schedule B attached hereto (the “Worldwide Purchase Price Allocation Schedule”). Seller and Purchaser agree to allocate any subsequent adjustment to the Purchase Price or Assumed Liabilities among Seller, each Selling Subsidiary and Transferred Subsidiary in accordance with the Worldwide Purchase Price Allocation Schedule. None of the Parties or any Affiliate thereof shall take, or permit any Affiliate to take, any position for any Tax purpose (whether in connection with audits, Tax Returns or otherwise) that is inconsistent with the Worldwide Purchase Price Allocation Schedule, except as required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar adjustment required under any similar provision of state, local, or non-US tax Law). (b) Within one hundred eighty twenty (180120) days Business Days after the Closing Date, Buyer and Seller shall use their good faith efforts deliver to agree upon the allocation Purchaser a statement (the “AllocationUS Allocation Statement”) ), allocating the portion of the Final Purchase Price that was allocated to Seller pursuant to Section 2.9(a) (plus Assumed Liabilities, to the extent properly taken into account under applicable Law) to the IRC), as adjusted pursuant to Section 3.2, among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes acquired by Purchaser in accordance with the Worldwide Purchase Price Allocation Schedule and Section 1060 of the IRC and the Treasury Regulations thereunderCode. If Buyer within sixty (60) Business Days following the delivery of the US Allocation Statement, Purchaser objects to such US Allocation Statement to Seller in writing, Seller and Purchaser shall negotiate in good faith to attempt to resolve their disagreement and agree on the US Allocation Statement. Should such foregoing negotiations not result in an agreement within fifteen (15) Business Days after receipt by Seller of such written objection from Purchaser, then either (a) Purchaser or (b) Seller may submit this matter to the Independent Accountant. The Independent Accountant will deliver to Purchaser and Seller are unable a written determination of the final US Allocation Statement within thirty (30) days of the submission of the dispute to resolve any dispute regarding the Allocation within such one hundred eighty (180) day periodIndependent Accountant, such dispute which determination shall be resolved promptly final, binding and conclusive on the Parties absent manifest error. All fees and expenses relating to the work, if any, to be performed by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted Independent Accountant pursuant to this AgreementSection 2.9(b) will be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. None of the Parties or any Affiliate thereof shall take, or permit any Affiliate to take, any position for any Tax purpose (whether in connection with audits, Tax Returns or otherwise) that is inconsistent with the final US Allocation Statement, except as required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar adjustment required under any similar provision of state or local tax Law). (c) To the extent required under the applicable Law of any non-US jurisdiction applicable to Tax, Seller and Purchaser will prepare purchase price allocation statements for any such jurisdictions in accordance with the procedures analogous to those set forth in Section 2.9(b), including the acceleration of such procedures to the extent it is required for the determination and payment of Transfer Taxes under Section 7.1. (d) For purposes of calculating the Closing Working Capital, Schedule A, and the Closing Statement (as applicable), any assets or liabilities that are denominated in any currency other than U.S. dollars shall be deemed converted, and calculated as if converted, into U.S. dollars, on a consolidated basis as of the Determination Time with any other amounts denominated in such currency and using the same practices, principles, policies, methodologies, and procedures (with consistent classifications, judgments, and valuation and estimation practices, principles, policies, methodologies, and procedures) that were used in the preparation of the June 2018 Financial Statements and, to the extent applicable, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation“Specified Accounting Principles” contained on Schedule A; provided, however, that nothing contained herein such deemed conversion shall prevent Buyer not require the actual conversion, exchange or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required distribution or transfer of funds from or to complete Form 8594 and Form 8883 any currency or jurisdiction (and or any similar forms required for state costs or local Tax purposesexpenses associated therewith). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. (a) Within one hundred eighty ninety (18090) days after the Closing Date, Buyer Purchaser shall prepare and Seller shall use their good faith efforts deliver to agree upon the allocation Sellers a statement (the “Allocation”) of ), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Shares of each Conveyed Entity and any Non-Transferred Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and Code. Sellers shall notify Purchaser of any disagreement within fifteen (15) Business Days of Sellers’ receipt of the Treasury Regulations thereunderproposed Allocation. If Buyer and Seller are unable to resolve any Any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly pursuant to the procedures set forth below in Section 2.8(b). Each of Sellers, on the one hand, and Purchaser, on the other hand, shall (x) be bound by the CPA FirmAllocation for purposes of determining any Taxes; (y) prepare and file, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant cause its Affiliates to this Agreementprepare and file, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all its Tax Returns (including, but not limited to, IRS Form 8594) on a basis consistent with the Allocation; and (z) take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any Taxing Authority or otherwise. Each of Sellers, on the one hand, and Purchaser on the other hand, will each report, on the appropriate IRS form and any other corresponding state or local form, the federal, state and local income and other tax consequences of the purchase and sale contemplated by this Agreement. In the event that the Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party hereto, and Sellers and Purchaser agree to use their commercially reasonable efforts to defend such Allocation in any audit or similar proceeding. Any adjustments to the Purchase Price pursuant to this Agreement shall be allocated to and among in the same proportion as the original Allocation of the Purchase Price among the Shares of each Conveyed Entity and any Non-Transferred Assets to the extent permitted by applicable Law. Notwithstanding the foregoing, prior to Closing, Sellers and Purchaser shall agree upon a valuation for the Irish Shares and any Real Property, to be used in connection with any Transfer Taxes and relevant Tax Returns. In addition, cooperation shall be given to Sellers to determine tentative allocations for purposes of any Transfer Taxes and relevant Tax Returns due prior to the ninety (90) days identified in the foregoing. (b) neither Buyer nor Seller will take If Sellers and Purchaser fail to agree on the Allocation, such matter shall be referred to the Accountant for binding arbitration. Sellers and Purchaser shall deliver to the Accountant copies of any Tax schedules or documentation which may reasonably be required by the Accountant to make its determination. Purchaser and Sellers shall be entitled to submit to the Accountant a memorandum setting forth its position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein arbitration. The Accountant shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out render a determination within sixty (60) days. The determination of the Allocation, and neither Buyer nor Seller Accountant shall be required final and binding on all Parties. The costs incurred in retaining the Accountant pursuant to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.12.8 shall be shared equally, fifty percent (50%) by Sellers and fifty percent (50%) by Purchaser.

Purchase Price Allocation. Within one hundred eighty sixty (18060) days after the Closing Date, the OpCo Buyer shall prepare and deliver to the Seller shall use their good faith efforts to agree upon a schedule allocating the allocation (the “Allocation”) of the Membership Interests Purchase Price (plus Assumed Liabilities, to and any Liabilities of the extent properly Company and the Company Subsidiaries and other items taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (income tax purposes) among the assets of the Company and applicable state and local) income Tax purposes the Company Subsidiaries in accordance a manner consistent with Section 1060 of the IRC Code and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within promulgated thereunder (such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firmstatement, the costs of which shall be borne equally by “Purchase Price Allocation Schedule”) for the Seller’s review and comment. In the event the Seller and the OpCo Buyer and Seller. If cannot agree as to the Purchase Price Allocation Schedule within thirty (30) days of the OpCo Buyer’s delivery of the initial draft of the Purchase Price Allocation Schedule to the Seller, each of the Seller and the OpCo Buyer shall be entitled to take its own position in any Tax Return, Tax proceeding or audit. If there is adjusted pursuant to this Agreementa final Purchase Price Allocation Schedule, the Seller and the OpCo Buyer agree to use the allocations set forth on the final Purchase Price Allocation shall be Schedule (as adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (ato reflect any adjustments to the Membership Interests Purchase Price) Buyer and Seller shall file for all Tax Returns purposes (includingincluding the preparation and filing of all relevant federal, but not limited tostate, IRS Form 8594local and foreign Tax Returns) consistent with and neither the Allocation, and (b) neither Seller nor the OpCo Buyer nor Seller will shall take any position inconsistent with such allocations on any Tax position before any Governmental Body Return or in any Proceeding with respect Tax Action, in each case, except to the extent otherwise required pursuant to a change in Law or the good faith resolution of a Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Action.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing DateThe Parties shall endeavor in good faith, Buyer and Seller shall use their good faith efforts as soon as is reasonably practicable, to agree upon the allocation (the “Allocation”) of allocate the Purchase Price (plus Assumed Liabilitiesand any other consideration provided by DISH pursuant to this Agreement as determined for federal income tax purposes) among the ICO Claims, the Priority Rights, the Assets Call Right, the Restructuring Support Agreement, the License Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Call Right (and any other assets acquired by DISH pursuant to this Agreement as determined for federal income Tax purposes) (collectively, the extent properly taken into account under “Acquired Assets”) based on the IRC)fair market value of the respective Acquired Assets (such allocation, as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly agreed upon by the CPA FirmParties, the costs of which “Purchase Price Allocation”). The Parties shall be borne equally by Buyer and Seller. If revise the Purchase Price is adjusted pursuant Allocation from time to this Agreement, the Allocation shall be adjusted time as mutually agreed to take into account any Purchase Price adjustment (including without limitation, any indemnification payment made pursuant to Article VII). Except as required by Buyer applicable Law, each Party shall (i) be bound by the Purchase Price Allocation, as revised from time to time, for purposes of determining any Taxes, (ii) prepare and Seller. Buyer file, and Seller covenant cause its affiliates to prepare and agree that (a) Buyer and Seller shall file all file, its Tax Returns (including, but not limited towithout limitation, IRS Internal Revenue Service Form 85948594 and any comparable form under state, local or foreign Tax Law) on a basis consistent with the Purchase Price Allocation, and (biii) neither Buyer nor Seller will take no position, and cause its affiliates to take no position, inconsistent with the Purchase Price Allocation on any applicable Tax position Return, in any proceeding before any Governmental Body taxing authority or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocationotherwise. Each of Buyer and Seller Party agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other Party in the event of an examinationthat any Governmental Entity takes or proposes to take a position for Tax purposes that is inconsistent with the Purchase Price Allocation, audit or other proceeding regarding the Allocation determined under this Section 11.1as revised from time to time.

Purchase Price Allocation. Within The Seller and the Buyer shall, within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the to an allocation (the “Allocation”) of the Purchase Price among the Purchased Assets. If the Seller and the Buyer agree on the allocation of the Purchase Price among the Purchased Assets, then the Parties agree (plus Assumed Liabilitiesi) to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, and to jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060) in a manner consistent with such allocation and (ii) not to take any position inconsistent therewith upon examination of any Tax return, in any refund claim, or in any litigation or investigation or otherwise, unless required by applicable Laws or with the consent of the other Parties. If the Parties agree on the allocation of the Purchase Price among the Purchased Assets, then the Seller and the Buyer agree that each will furnish to the extent other a copy of Form 8594 proposed to be filed with the Internal Revenue Service by such Party or any Affiliate thereof within ten (10) days prior to the filing of such form with the Internal Revenue Service. If the Parties agree on the allocation of the Purchase Price among the Purchased Assets, then the Buyer further agrees that if the amount of the Purchase Price allocated to any of the Purchased Assets by the Seller or the Buyer increases (or decreases) after the taxable year that includes the Closing Date, the Seller and the Buyer shall file “Supplemental Asset Acquisition Statements” on Form 8594 with their respective income tax returns for the taxable year in which the increase (or decrease) is properly taken into account under account. Notwithstanding anything to the IRC)contrary in this Section 2.6.2, as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If if Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding reach agreement with respect to Tax that is in any way inconsistent the allocation, they each may file separately Form 8954 with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1their respective federal income tax returns.

Purchase Price Allocation. Within one hundred eighty Not later than thirty (18030) days Business Days after the Closing Datefinal determination of Purchase Price pursuant to Section 2.06(b), Buyer Parent shall prepare and Seller shall use their good faith efforts deliver to agree upon the Sellers an allocation schedule setting forth Parent’s determination of the allocation (the “Allocation”) of the Purchase Price Merger Consideration and assumed (plus Assumed Liabilities, or deemed assumed) obligations to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Code among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance assets of the Acquired Companies that complies with Section 1060 755 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder (the “Allocation”). The Sellers and Parent shall work in good faith to resolve any disputes relating to the Allocation within 30 days. If Buyer the Sellers and Seller Parent are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day perioddispute, such dispute shall be resolved promptly by the CPA FirmIndependent Accountants, the costs of which shall be borne equally by Buyer the Sellers, on the one hand, and SellerParent, on the other hand. If The Sellers and Parent shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 755 of the Code following any adjustment to the allocable Purchase Price is adjusted or any other amounts constituting consideration for federal Income Tax purposes pursuant to this Agreement. The Sellers and Parent shall, and shall cause their Affiliates to, report consistently with the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file in all Tax Returns (includingReturns, but not limited to, IRS Form 8594) consistent and none of the Parties shall take any position in any Tax Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code or with the consent of the other Parties, which shall not be unreasonably withheld, conditioned or delayed. Each of the Sellers and (b) neither Buyer nor Seller will take Parent agrees to promptly advise each other regarding the existence of any Tax position before any Governmental Body audit, controversy or in any Proceeding with respect litigation related to Tax that is in any way inconsistent with such the Allocation; provided, however, that nothing contained herein in this Section 6.03 shall prevent Buyer or Seller from settling require any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required Parties to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body Taxing Authority challenging such the Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty The Seller and the Buyers agree to allocate the Purchase Price, including any additional amounts paid by ▇▇▇▇▇ Tulsa in respect of the Hydrocarbon Inventory, Capex Amounts and the Assumed Liabilities, among the Assets in accordance with their relative fair market values as reasonably determined by ▇▇▇▇▇ Tulsa and HEP Tulsa taking into account any third party appraisals not later than 30 days after ▇▇▇▇▇ Tulsa and HEP Tulsa complete their post-closing appraisal of the Assets. The Seller and each Buyer agrees (180i) to report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular to report the information required by Section 1060(b) of the Code, and to prepare Forms 8594 (Asset Acquisition Statement under Section 1060) in a manner consistent with such allocation and (ii) not to take any position inconsistent therewith upon examination of any Tax return, in any refund claim, or in any litigation or investigation or otherwise, unless required by applicable Laws or with the consent of the other Party. Each Party agrees that it will furnish to the other a copy of Form 8594 proposed to be filed with the Internal Revenue Service by such Party or any Affiliate thereof within ten (10) days prior to the filing of such form with the Internal Revenue Service. Each Buyer further agrees that if the amount of consideration allocated to any of the Assets by the Seller or such Buyer increases (or decreases) after the taxable year that includes the Closing Date, the Seller and such Buyer and Seller shall use file “Supplemental Asset Acquisition Statements” on Form 8594 with their good faith efforts to agree upon respective income tax returns for the allocation taxable year in which the increase (the “Allocation”or decrease) of the Purchase Price (plus Assumed Liabilities, to the extent is properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1account.

Purchase Price Allocation. Within one hundred eighty sixty (18060) days after following the Closing DateClosing, Buyer and Seller shall use their good faith efforts deliver to agree upon the Sellers a proposed allocation (the “Allocation”) of the Purchase Price (plus including the Assumed Liabilities, to the extent Liabilities and any other amounts properly taken into account under the IRC), as adjusted pursuant to Section 3.2, included therein) among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 thereunder (and any similar forms required for state provision of state, local or local Tax purposesforeign law, as applicable). Each Sellers shall have thirty (30) days following receipt of Buyer’s proposed allocation to review and comment on such proposed allocation and Buyer shall consider such comments in good faith. Thereafter, Buyer shall provide Sellers with Buyer’s final allocation schedule (the “Final Allocation”). Sellers and Buyer agree to cooperate with each other in preparing IRS Form 8594 (including any subsequent adjustments required thereto) in a manner consistent with such Final Allocation, and to furnish the other with a copy of such form prepared in draft form within a reasonable period before its filing due date. If such Final Allocation is disputed by any Tax authority or other Governmental Body, Buyer or any Seller shall receiving notice of such dispute will promptly notify the other Party and the Parties will use their reasonable best efforts to sustain the Final Allocation. Neither Buyer nor Sellers shall take any position (including in any Tax Returns, reports, audits or otherwise) that is inconsistent with such allocation, unless otherwise required pursuant to a final determination by a court of competent jurisdiction or pursuant to a closing agreement with the event IRS entered into pursuant to Section 7121 of an examination, audit or other proceeding regarding the Allocation Code. The Purchase Price allocation determined under in connection with this Section 11.111.3 shall be utilized for Tax reporting purposes only. For the avoidance of doubt, such allocation shall not be binding upon any Party for purposes other than Tax reporting or used as evidence, or for any other purpose, in connection with any dispute regarding valuation or allocation of the Purchase Price and/or Assumed Liabilities.

Purchase Price Allocation. Within one hundred eighty The Parties agree that the Purchase Price and the liabilities of Target and Target Subsidiaries (180plus other relevant items) will be allocated to the assets of Target for all purposes (including tax and financial accounting purposes) as determined in good faith by the Parties within 30 days after of the date hereof, such allocation to be prepared in accordance with Section 338 and Section 1060 of the IRC (and any similar provision of state, local or foreign law, as appropriate). Such draft of the allocation shall be finalized by mutual agreement of the Parties, working together in good faith, within 90 days of the Closing Date. If, at the end of such 90-day period following the Closing Date, Buyer and Seller shall use their good faith efforts have failed to agree upon the on such allocation, any disputed aspects of such allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by a nationally recognized independent accounting firm mutually acceptable to Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. The Parties shall thereafter be bound to make all tax filings (including, but not limited to IRS Forms 8023 and/or 8883), including any state and local tax returns, on a basis consistent with such allocation. The Parties agree to prepare and file their respective tax returns on a basis consistent with such allocation, and agree not to take any position on any applicable tax return, in any audit proceeding before any taxing authority, in any report made for tax or financial accounting, before any Regulatory Authority charged with the collection of any tax, or in any judicial proceeding, or for any other in the event of an examinationpurpose, audit or other proceeding regarding the Allocation determined under this Section 11.1which is inconsistent with such allocation.

Purchase Price Allocation. Within one hundred eighty (180a) The Parties hereto agree to allocate the sum of the Purchase Price and any other amounts treated as taxable sales consideration for U.S. federal income tax purposes (such sum, the “Consideration”) among the Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder for applicable federal, state, local and foreign Tax purposes (the “Allocation”), subject to any adjustments to the Purchase Price as provided in this Agreement. Not later than ninety (90) days after the Closing Date, Buyer the Purchaser shall deliver a copy of its initial determination of the Allocation to Seller. The Seller shall, within fifteen (15) days of receipt of the initial Allocation prepared by Purchaser, notify Purchaser if it objects to such initial determination as unreasonable. If the Seller disagrees with such initial Allocation prepared by Purchaser, Purchaser and Seller shall use their make a good faith efforts effort to resolve the dispute. (b) If the Purchaser and Seller are able to agree upon on the allocation Allocation (the “Final Allocation”) of Purchaser and Seller agree to (i) be bound by the Purchase Price Final Allocation, (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and localii) income Tax purposes act in accordance with Section 1060 the Final Allocation in the preparation of financial statements and filing of all Tax Returns (including filing IRS Form 8594 or other applicable form for the taxable year that includes the Closing Date), and (iii) take no position inconsistent with the Final Allocation for all Tax purposes unless otherwise required by law. In the event that any Taxing Authority disputes the Final Allocation, Seller or Purchaser, as the case may be, shall promptly notify the other Party of the IRC and the Treasury Regulations thereunder. nature of such dispute. (c) If Buyer Purchaser and Seller are unable to resolve any dispute regarding agree on the Allocation within such one hundred eighty (180) day periodAllocation, such dispute shall be resolved promptly by the CPA Firm, the costs then each of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer Purchaser and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent 8594 or other applicable form in accordance with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out its own determination of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required Allocation for state or local Tax federal income tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180) days after Section 2.4 of the Closing DateSeller 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 use their then cooperate in good faith efforts to agree upon 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 (or any similar form required by any foreign jurisdiction) is due, Buyer will prepare, on a basis consistent with Section 2.4 of the Seller Schedule, an allocation schedule (the “Allocation”"ALLOCATION SCHEDULE") of the Purchase Price (plus and Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Liabilities among the Assets for U.S. federal (including classes of assets) and Subsidiary Stock along with the first draft of Internal Revenue Service Form 8594 (and applicable state any similar form required by any foreign jurisdiction). Within thirty (30) days after the receipt of such Allocation Schedule and localForm 8594 (and similar forms), Seller shall propose any changes to such Allocation Schedule and Form 8594 (and similar forms) income Tax purposes or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld. Seller and Buyer shall endeavor in good faith to resolve any differences with respect to the Allocation Schedule and Form 8594 (and similar forms). Seller and Buyer agree to act in accordance with the computations and allocations contained in the Allocation Schedule, after giving effect to the foregoing procedures, in any relevant tax returns or filings (including any forms or reports required to be filed pursuant to Section 1060 of the IRC and Internal Revenue Code of 1986, as amended (the "CODE"), the Treasury Regulations thereunder. If Buyer promulgated thereunder or any provisions of local, state and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty foreign law (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation"1060 FORMS")), and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other cooperate in the event preparation of an examination, audit or other proceeding regarding any 1060 Forms and to file such 1060 Forms in the Allocation determined under this Section 11.1manner required by applicable law.

Purchase Price Allocation. Within one hundred eighty Purchaser and Sellers shall use commercially reasonable efforts to agree, no later than thirty (18030) days after the Closing Datefinal determination of the Final Purchase Price under Section 2.8, Buyer to an allocation for U.S. federal income tax purposes of the Final Purchase Price (and Seller shall use their good faith efforts any other item included in computing consideration for applicable U.S. federal income tax purposes to agree upon the allocation extent known at such time) among the assets of each Company Group Member (other than assets treated as owned by the Tax Partnership for U.S. federal income tax purposes) and the portion of such consideration allocated to the Tax Partnership Interests among the assets treated as owned by the Tax Partnership for U.S. federal income tax purposes, and then among the six categories of assets specified in Part II of IRS Form 8594 (Asset Acquisition Statement under Section 1060) in accordance with Sections 755 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Tax Allocation”) of the Purchase Price (plus Assumed Liabilities, ). If Sellers and Purchaser reach an agreement with respect to the extent properly taken into account under Tax Allocation, (i) Purchaser and Sellers shall use commercially reasonable efforts to update the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes Allocation in accordance with Section 1060 of the IRC and Code following any subsequent adjustment to the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Final Purchase Price is adjusted pursuant to this Agreement, and (ii) Purchaser and Sellers shall, and shall cause their respective Affiliates to, report consistently with the Allocation shall be adjusted Tax Allocation, as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file adjusted, on all Tax Returns (includingReturns, but not limited to, including IRS Form 8594) consistent with the Allocation8594 (Asset Acquisition Statement under Section 1060), and (b) neither Buyer nor Seller will not take any position for Tax position before purposes (whether on any Governmental Body or Tax Return, in any Proceeding with respect to Tax Taxes or otherwise) that is in any way inconsistent with such the Tax Allocation, as adjusted, unless otherwise required by a “determination” as defined in Section 1313(a) of the Code (or any corresponding or similar provision of applicable state or local Tax Law); provided, however, that nothing contained herein no Party shall prevent Buyer be unreasonably impeded in its ability and discretion to negotiate, compromise or Seller from settling settle any proposed audit, litigation or other Proceeding in connection with such Tax deficiency or adjustment by any Governmental Body based upon or arising out Allocation. If Sellers and Purchaser are unable to reach an agreement with respect to the Tax Allocation within thirty (30) days after the final determination of the AllocationFinal Purchase Price under Section 2.8, and neither Buyer nor Seller then each Party shall be required entitled to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding adopt its own position regarding the Allocation determined under this Section 11.1Tax Allocation.

Purchase Price Allocation. Within one hundred eighty ninety (18090) days after following the Closing DateClosing, Buyer Purchaser shall prepare and Seller shall use their good faith efforts deliver to agree upon Sellers’ Representative an allocation of the allocation Purchase Price among the assets of the Company (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and Code, the Treasury Regulations thereunderthereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate), and the methodology set forth on Section 6.2(i) of the Disclosure Schedule. If Buyer and Seller are unable to resolve Sellers’ Representative may dispute any dispute regarding amounts reflected on the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by providing notice to Purchaser of the CPA Firm, the costs disputed items and setting forth Sellers’ Representative’s proposed allocation of which shall be borne equally by Buyer and Seller. If the Purchase Price is and other relevant amounts. In such case, the Sellers’ Representative and Purchaser agree to consult with each other in good faith to explore whether a mutually satisfactory solution to the disputed matters, if any, can be reached. An Allocation prepared by Purchaser if not disputed by the Sellers’ Representative, or otherwise as adjusted pursuant to this Agreementany agreement between Sellers’ Representative and Purchaser, shall be binding upon the Parties. The Purchaser, the Allocation Company, the Sellers and their Affiliates shall be adjusted as mutually agreed by Buyer report, act and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all required Tax Returns (including, but not limited towithout limitation, IRS Form 8594) in all respects and for all purposes consistent with such Allocation. None of the AllocationPurchaser, and (b) neither Buyer nor Seller will Company or the Sellers shall take any position (whether in audits, Tax position before any Governmental Body Returns or in any Proceeding with respect to Tax otherwise) that is in any way inconsistent with such Allocation; providedAllocation unless required to do so by applicable Law. If Sellers’ Representative and Purchaser are unable to reach a mutually satisfactory solution to the disputed matters, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out Sellers and Purchaser may each prepare its own allocation pursuant to Section 1060 of the AllocationCode, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 Treasury Regulations thereunder (and any similar forms required for state provision of state, local, or local Tax purposesnon-U.S. Law, as appropriate), and the methodology set forth on Section 6.2(i) of the Disclosure Schedule. Each Any adjustments to the components of Buyer and Seller the Purchase Price pursuant to this Agreement shall notify the other be allocated in the event of an examination, audit or other proceeding regarding the Allocation determined under a manner consistent with this Section 11.16.2(i).

Purchase Price Allocation. Within one hundred eighty sixty (18060) days after following the Closing DateClosing, Buyer and Purchaser shall deliver to Seller shall use their good faith efforts to agree upon the a proposed allocation (the “Allocation”) of the Purchase Price (plus including the Assumed Liabilities, to the extent Liabilities and any other amounts properly taken into account under the IRC), treated as adjusted pursuant to Section 3.2, consideration for Tax purposes) among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 thereunder (and any similar forms required for state provision of state, local or local Tax purposesforeign law, as applicable). Each of Buyer and Seller shall notify have thirty (30) days following receipt of Purchaser’s proposed allocation to review and comment on such proposed allocation and Purchaser shall consider such comments in good faith. Thereafter, Purchaser shall provide Seller with Purchaser’s final allocation schedule (the “Final Allocation”). Seller and Purchaser agree to cooperate with each other in preparing IRS Form 8594 (including any subsequent adjustments required thereto) in a manner consistent with such Final Allocation, and to furnish the other with a copy of such form prepared in the event of an examination, audit or other proceeding regarding the Allocation draft form within a reasonable period before its filing due date. Neither Purchaser nor Seller shall take any position in any Tax Returns that is inconsistent with such allocation unless such allocation is challenged by a Taxing Authority. The Purchase Price allocation determined under in connection with this Section 11.19.02 shall be utilized for Tax reporting purposes only. For the avoidance of doubt, such allocation shall not be binding upon any party for purposes other than Tax reporting or used as evidence, or for any other purpose, in connection with any dispute regarding valuation or allocation of the Purchase Price and/or Assumed Liabilities. The provisions of this Section 9.02 shall not apply if Purchaser determines to treat the transfer of the Assets as a “reorganization” in accordance with Section 1.10 herein.

Purchase Price Allocation. Within one hundred eighty Not later than thirty (18030) days Business Days after the Closing Date, Buyer Sellers shall prepare and Seller shall use their good faith efforts deliver to agree upon Purchaser an allocation schedule setting forth Sellers’ determination of the allocation (of the “Allocation”) sum of the Purchase Price and assumed (plus Assumed Liabilities, or deemed assumed) obligations to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Code among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance assets of the Cardinal Companies that complies with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder (the “Allocation”). Sellers and Purchaser shall work in good faith to resolve any disputes relating to the Allocation within 30 days. If Buyer Sellers and Seller Purchaser are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day perioddispute, such dispute shall be resolved promptly by the CPA Firma nationally recognized independent accounting firm to be mutually selected by Sellers, on the one hand, and Purchaser, on the other hand, the costs of which shall be borne equally fifty percent (50%) by Buyer the Sellers, on the one hand, and Sellerfifty percent (50%) by Purchaser, on the other hand. If Sellers and Purchaser shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the allocable Purchase Price is adjusted or any other amounts constituting consideration for federal Income Tax purposes pursuant to this Agreement. Sellers and Purchaser shall, and shall cause their Affiliates to, report consistently with the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file in all Tax Returns (includingReturns, but not limited to, IRS Form 8594) consistent and none of the Parties shall take any position in any Tax Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code or with the consent of the other Parties, which shall not be unreasonably withheld, conditioned or delayed. Each of the Sellers and (b) neither Buyer nor Seller will take Purchaser agrees to promptly advise each other regarding the existence of any Tax position before any Governmental Body audit, controversy or in any Proceeding with respect litigation related to Tax that is in any way inconsistent with such the Allocation; provided, however, that nothing contained herein in this Section 5.01(f) shall prevent Buyer require any of the Parties to litigate before any court or Seller from settling challenge any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of Taxing Authority challenging the Allocation; provided, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency further, that, after consultation with the party (or adjustment parties) adversely affected by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide Taxing Authority allocation (or proposed allocation), the other promptly with any other information party (or parties) hereto may file such protective claims or Tax Returns as may be reasonably required to complete Form 8594 and Form 8883 protect its (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1their) interests.

Purchase Price Allocation. Within one hundred eighty (180a) days As soon as practicable after the date hereof and prior to the Closing Date, Sellers shall provide Buyer and Seller shall use their good faith efforts to agree upon the with a statement containing an allocation (the “Purchase Price Allocation”) of the total consideration paid by Buyer to Sellers in exchange for the Purchased Assets (including all consideration attributable to the portion of the Assumed Liabilities which are treated as Purchase Price (plus Assumed Liabilities, for tax purposes) to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with the applicable provisions of Section 1060 of the IRC Code and the U.S. Treasury Regulations thereunderregulations promulgated thereunder and any applicable comparable provisions of state, local and foreign tax law. If Buyer The Purchase Price Allocation shall be subject to the approval of Buyer, not to be unreasonably withheld or delayed, and Seller are unable to resolve the parties shall negotiate in good faith any dispute regarding the Purchase Price Allocation. The Purchase Price Allocation within such one hundred eighty (180made pursuant to this Section 11.2(a) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by binding on Buyer and SellerSellers for all Tax reporting purposes. If To the extent required, each party agrees to timely file an IRS Form 8594 reflecting the Purchase Price is adjusted pursuant Allocation for the taxable year that includes the Closing Date and to make any timely filing required by applicable foreign, state or local laws. (b) Any indemnification payment treated as an adjustment to the Purchase Price or any payment under Section 2.6 of this Agreement, the Allocation Agreement shall be adjusted reflected as mutually agreed by Buyer an adjustment to the price allocated to a specific Purchased Asset, if any, giving rise to the adjustment. If any such adjustment does not relate to a specific Purchased Asset, such adjustment shall be allocated among the Purchased Assets in accordance with the Purchase Price Allocation method provided in Section 11.2(a). (c) Each party hereto shall adopt and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file utilize the Purchase Price Allocation for purposes of all Tax Returns (including, but filed by them and shall not limited to, IRS Form 8594) consistent voluntarily take any position inconsistent with the Allocation, and (b) neither Buyer nor Seller will take foregoing in connection with any examination of any Tax position before Return, any Governmental Body refund claim, any litigation proceeding or in any Proceeding with respect otherwise, except that Buyer’s cost for the Purchased Assets may differ from the amount so allocated to Tax the extent necessary to reflect Buyer’s capitalized acquisition costs other than the amount realized by Sellers. In the event that the Purchase Price Allocation is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment disputed by any Governmental Body based upon or arising out taxing authority, the party receiving notice of the Allocation, and neither Buyer nor Seller dispute shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other parties hereto of such dispute and the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the event effectiveness of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Purchase Price Allocation.

Purchase Price Allocation. Within one hundred eighty (180) No later than 45 days after following the Closing DateClosing, Buyer and the Seller shall use their good faith efforts prepare and deliver to agree upon the allocation (the “Allocation”) of Purchaser, for its review and approval, a statement allocating, for U.S. federal income Tax purposes, the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets increased for U.S. federal (and applicable state and local) income Tax purposes to take into account any Liabilities of the Company and LiveTV Satellite) among the assets of the Company and LiveTV Satellite, including shares of stock in Subsidiaries (such statement the “Allocation Statement”), in accordance with Section 1060 of the IRC Code and the Treasury Regulations regulations promulgated thereunder. If Buyer Thereafter, the Purchaser and the Seller are unable shall negotiate in good faith to resolve any differences they have with respect to the Allocation Statement during the 60 days immediately following delivery of the Allocation Statement by the Seller. Notwithstanding anything herein to the contrary, if a dispute regarding the Allocation within Statement remains after such one hundred eighty (180) day periodgood faith negotiation, such dispute shall be resolved promptly referred to the Accounting Firm, which shall submit its final determination within 20 days and such determination shall be final, binding and conclusive on the parties. Any and all costs incurred in connection with such retention of the Accounting Firm shall be equally borne by the CPA Purchaser and the Seller. When an agreement on the Allocation Statement is reached between the Purchaser and the Seller or determined by the Accounting Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer the Allocation Statement shall be conclusive and binding upon the parties for all purposes, and neither the Purchaser nor the Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or which is inconsistent with such allocation, (b) the Seller and the Purchaser shall each file an IRS Form 8594 and all U.S. federal, state, local and other Tax Returns required to be filed in any Proceeding accordance with the Allocation Statement and (c) the parties agree to consult, and to cause their respective Affiliates to consult, with one another with respect to any Tax that is in any way inconsistent with such Allocation; providedaudit, howevercontroversy or litigation relating to the Allocation Statement by the IRS or another Tax authority (it being understood that, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of notwithstanding the Allocationforegoing, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the IRS challenges any position taken by any party relating to the Allocation determined under this Section 11.1Statement, such party may settle or litigate such challenge without the consent of, or liability to, the other party). The Allocation Statement may be revised by the Purchaser and the Seller to reflect any Purchase Price adjustments.

Purchase Price Allocation. Within one hundred eighty Seller shall provide to Purchaser, no later than sixty (18060) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the a draft allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilitiesincluding, as appropriate for Tax purposes, assumptions of liabilities and other items properly treated as purchase price) among the Acquired Assets for Tax purposes (the “Allocation Statement”). Such allocation will comply with the requirements of Section 1060 of the Code and Section 2.01(a) of the Seller Disclosure Schedule and Seller and Purchaser shall cooperate in good faith to agree to such allocation. If within ten (10) days after the delivery of the Allocation Statement, Purchaser notifies Seller in writing that Purchaser objects to the extent properly taken into account under allocation set forth in the IRC)Allocation Statement, as adjusted pursuant Seller and Purchaser shall use commercially reasonable efforts to Section 3.2resolve such dispute within twenty (20) days. If Seller and Purchaser agree on the allocation, among then each of Seller and Purchaser agrees that it shall (i) report the sale and purchase of the Acquired Assets for U.S. federal (and applicable state and local) income United States Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, allocations and (bii) neither Buyer nor Seller will not take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; providedallocations on any of their respective United States Tax returns. If Seller and Purchaser do not so agree, however, that nothing contained herein each of Seller and Purchaser (and their respective Affiliates) (x) shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall not be required to litigate before agree to an allocation, (y) shall each be permitted to used its own purchase price allocation for any court Tax purpose and (z) shall not have any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees liability to provide the other promptly with for any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit additional Taxes or other proceeding regarding liabilities as a result of inconsistencies between the Allocation determined under this Section 11.1respective allocations of Purchaser and Seller.

Purchase Price Allocation. Within No later than one hundred eighty twenty (180120) days after the Closing Date, Buyer and Seller shall use their good faith efforts deliver to agree upon the allocation Company a schedule (the “Allocation”i) of allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), and any adjustments thereto as adjusted pursuant to Section 3.2, among the Assets determined for U.S. federal income tax purposes) between each Seller (or, in the case of a Seller that is an entity that is treated as disregarded for U.S. federal income tax purposes, such Seller’s regarded owner for U.S. federal income tax purposes), and (ii) allocating the Purchase Price (and applicable state any adjustments thereto as determined for U.S. federal income tax purposes) among the Purchased Assets (and localif a Purchased Asset is an equity interest in a Purchased Entity that is classified as a disregarded entity for U.S. federal income tax purposes, the assets of such Purchased Entity) and Assumed Liabilities of such Seller (or such Seller’s regarded owner for U.S. federal income Tax purposes tax purposes), (such schedule, the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA FirmCode, the costs regulations promulgated thereunder, and any similar provision of which applicable Law. The Parties shall be borne equally by Buyer (and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (acause their respective Affiliates to) Buyer and Seller shall file all Tax Returns Returns, including Form 8594 (includingAsset Acquisition Statement under Section 1060 of the Code), but not limited to, IRS Form 8594) in a manner consistent with the Allocation, Allocation Schedule and shall not take (bor permit any of their respective Affiliates to take) neither Buyer nor Seller will take any position inconsistent therewith upon examination of any Tax position before Return, in any Governmental Body or Tax refund claim, in any Proceeding with respect related to Tax that is in any way inconsistent with such Allocation; providedTaxes, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment otherwise unless otherwise required by any Governmental Body based upon or arising out determination within the meaning of Section 1313(a) of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 Code (and comparable provision of state, local, or non-U.S. Laws) or other binding settlement on audit. If any similar forms required for state or local Tax purposes). Each taxing authority disputes the final Allocation Schedule, the Party receiving notice of Buyer and Seller the dispute shall promptly notify the other Party hereto of such dispute and the Parties shall cooperate in good faith in responding to such dispute in order to preserve the event effectiveness of an examination, audit or other proceeding regarding the Allocation determined under Schedule; provided that, subject to the immediately succeeding proviso, nothing in this Section 11.12.08 shall impede the ability of any of the Parties or any of their respective Affiliates to compromise and/or settle any Proceeding relating to the Allocation Schedule.

Purchase Price Allocation. Within one hundred eighty (180) days after The Sellers and the Closing Date, Buyer and Seller shall use their good faith efforts to Purchaser hereby agree upon the allocation (the “Allocation”) of that the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2and any other items required for Tax purposes) shall be allocated for purposes of Taxes, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 each of the IRC Sellers and further among the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns Purchased Assets (including, but not limited toto (i) Inventory of stock in trade, IRS Form 8594(ii) consistent furniture and fixtures, (iii) machinery and equipment, (iv) land and buildings, (v) covenants not to compete, (vi) goodwill and other intangible assets, and (vii) other assets) in accordance with the rules of Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any similar provision of state, local or foreign law. The Purchaser shall retain ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP to prepare the allocation (the “Purchase Price Allocation”), and such allocation by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall be final and binding on the Sellers and Purchaser. The Purchaser and Sellers shall (a) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the Purchase Price Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustments to the Purchase Price and (b) neither Buyer nor Seller will file all federal, state and local Tax Returns and related tax documents consistent with such allocations, as the same may be adjusted pursuant to the terms of Section 3.2 or any other provisions of this Agreement, and not take any position (whether in audits, Tax position before any Governmental Body Returns or in any Proceeding with respect to Tax that is in any way otherwise) inconsistent with such Allocation; providedallocation unless otherwise required by applicable law. Notwithstanding anything in this Agreement to the contrary, however(i) no amendment to the Purchase Price Allocation shall be effective without the approval and consent of Purchaser and Sellers, and (ii) the Sellers and the Purchaser hereby agree that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out $5,550,000 of the Allocation, and neither Buyer nor Seller Purchase Price shall be required allocated to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1DIR.

Purchase Price Allocation. Within one hundred eighty (180) 60 days after following the Closing Datefinal determination of the adjustments pursuant to Section 1.3, Buyer and Parent shall provide Seller shall use their good faith efforts to agree upon the in writing with an allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, and all other items and amounts required to the extent properly be taken into account under the IRC), as adjusted pursuant to Section 3.2, Code) among the Assets assets of Company for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations thereunder (the “Allocation Schedule”), which allocation shall be made in accordance with the principles set forth in Schedule 5.5(f). If Buyer Seller disputes any item on the Allocation Schedule, Seller shall raise such objection in writing to Parent within thirty (30) days after delivery by Parent of the Allocation Schedule. If Seller does not submit such written objection within thirty (30) days after delivery by Parent of the Allocation Schedule, the Allocation Schedule shall be final and binding upon the Parties. If Seller timely submits such objection, Parent and Seller will use reasonable efforts to reach agreement on a mutually acceptable allocation and if Parent and Seller are unable to resolve any their dispute regarding the Allocation within thirty (30) days of delivery of such one hundred eighty (180) day periodobjection, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer then Parent and Seller shall submit the dispute to the Accounting Firm for resolution. The fees and expenses of the Accounting Firm shall be paid one half by Parent and one half by Seller. Parent, the Company and Seller shall report, act and file all Tax Returns (including, but not limited to, IRS Form 8594including amended Tax Returns and claims for refunds or credits) and information reports consistent with the AllocationAllocation Schedule, and (b) neither Buyer Parent, the Company, nor Seller will shall take any position inconsistent therewith upon examination of any such Tax position before any Governmental Body or Return, in any Proceeding examination, audit or other proceeding with respect to such Tax that is in any way inconsistent with such Allocation; providedReturns, however, that nothing contained herein nor shall prevent Buyer Parent or Seller from settling agree to any proposed Tax deficiency or adjustment to the Allocation Schedule by any Governmental Body based upon or arising out Tax Authority without first giving the other party prior written notice, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the AllocationCode (or any analogous provision of state, and neither Buyer local or non-U.S. Law). Neither Parent nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body Tax Authority challenging such Allocationthe Allocation Schedule. Each of Buyer and Within thirty (30) days after an Earnout Payment is made, Parent shall deliver to Seller agrees to provide a revised Allocation Schedule. Any disputes regarding the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller revised Allocation Schedule shall notify the other be addressed in the event same manner as set forth above with respect to the delivery of an examination, audit or other proceeding regarding the initial Allocation determined under this Section 11.1Schedule.

Purchase Price Allocation. Within one hundred eighty The Seller’s Representative and the Buyer shall, within thirty (18030) days prior to the filing the respective 2011 federal Tax Returns of Blue Dolphin, Bitter Creek and the Buyer attempt in good faith to agree to an allocation of the Purchase Price among the Assets. Should the allocation be agreed to, the Buyer, Blue Dolphin and Bitter Creek will (i) report the federal, state and local income and other Tax consequences of the transactions contemplated herein, and in particular report the information required by Section 1060(b) of the Code, and jointly prepare Form 8594 (Asset Acquisition Statement under Section 1060) in a manner consistent with such allocation and (ii) not to take any position inconsistent therewith upon examination of any Tax Return, in any refund claim, or in any litigation or investigation or otherwise, unless required by applicable Laws or with the consent of the other Parties. Blue Dolphin, Bitter Creek and the Buyer agree that each will furnish to the others a copy of Form 8594 proposed to be filed with the Internal Revenue Service by such Party or any Affiliate thereof within ten (10) days prior to the filing of such form with the Internal Revenue Service. Should the Parties not agree as to the allocation, they shall so indicate the same on their respective Form 8594 to the extent required by the Asset Acquisition Statement under IRC Section 1060. The Buyer further agrees that if the amount of the Purchase Price allocated to any of the Assets by the Seller and the Buyer increases (or decreases) after the taxable year that includes the Closing Date, the Seller and the Buyer and Seller shall use file “Supplemental Asset Acquisition Statements” on Form 8594 with their good faith efforts to agree upon respective income Tax Returns for the allocation taxable year in which the increase (the “Allocation”or decrease) of the Purchase Price (plus Assumed Liabilities, to the extent is properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1account.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the The Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under they are considered “amounts realized” for federal income tax purposes, shall be allocated among the IRCPurchased Assets in a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as applicable), which allocation Buyer shall prepare and deliver to Seller as soon as reasonably practicable after the Closing Date and which allocation shall be subject to Seller’s written approval, not to be unreasonably withheld, conditioned or delayed (as finally determined pursuant to this Section 2.11, the “Allocation”). Buyer and Seller shall negotiate in good faith to resolve any disputes regarding the Allocation. In the event Buyer and Seller cannot reach an agreement with respect to the Allocation, the dispute shall be resolved by mediation, the costs of which will be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. The parties agree that: (a) each party shall follow and utilize the Allocation for all Tax reporting purposes, including reporting the sale and purchase of the Purchased Assets on all applicable Tax Returns and Tax forms in a manner consistent with such Allocation, and none of the parties shall take a position on any Tax Return (including IRS Form 8594), before any Governmental Entity or in any administrative or judicial proceeding that is inconsistent with such Allocation without the written consent of the other party or unless specifically required pursuant to a legally-binding determination by an applicable Governmental Entity; (b) the parties shall promptly advise and consult with each other, to the extent legally permissible, regarding or with respect to the existence of any Tax audit, examination, claim for refund, controversy, adjustment or litigation related to any such Allocation; and (c) if the Purchase Price is adjusted (including pursuant to Section 3.28.5 hereof), among then the Assets for U.S. federal (and applicable state and local) income Tax purposes Allocation shall be amended by Buyer in good faith to reflect such adjustment in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing DateFor all Tax purposes, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price and the amount of the Assumed Liabilities shall be allocated in the manner set forth in this Section 2.6 (plus Assumed Liabilities, to the extent properly taken into account under the IRC"Price Allocation"), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes . Buyer shall prepare a proposed allocation in accordance a manner consistent with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder and shall deliver such proposal to Seller for its review and reasonable approval not later than ninety (90) Business Days after the final Purchase Price is determined hereunder. Seller shall notify Buyer of its agreement to such proposal or of any modifications it wishes to make to such proposed allocation and the basis for such modifications. If Seller proposes any modifications, then Seller and Buyer will attempt in good faith to reach agreement on the Price Allocation prior to the due date for the filing of IRS Form 8594. In the event that Seller and Buyer are unable to agree on the Price Allocation prior to such due date, then each Party will separately file an IRS Form 8594. In the event that Buyer and Seller are unable agree on the Price Allocation (i) each Party agrees to resolve timely file an IRS Form 8594 reflecting the Price Allocation for the taxable year that includes the Closing Date and to make any dispute regarding the Allocation within timely filing required by applicable state or local Law, (ii) such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. binding on Buyer and Seller covenant and agree that (a) Buyer and Seller shall file for all Tax Returns reporting purposes, (includingiii) none of Buyer or Seller or any of their respective Affiliates shall take any position inconsistent with such Price Allocation in connection with any Tax proceeding, but not limited to, IRS Form 8594) consistent with except to the Allocationextent required by applicable Law, and (biv) neither Buyer nor Seller will take if any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with Taxing Authority disputes such Price Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out the Party receiving notice of the Allocation, and neither Buyer nor Seller dispute shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other Party hereto of such dispute, and the Parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the event effectiveness of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1such Price Allocation.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the The Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under the IRC)they are considered “amounts realized” for federal income tax purposes, as adjusted pursuant to Section 3.2, shall be allocated among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance a manner consistent with Section 1060 of the IRC Code and the Treasury Regulations thereunderthereunder (and any similar provision of state, local or foreign Law, as applicable), which allocation Buyer shall prepare and deliver to Seller as soon as reasonably practicable after the Closing Date and which allocation shall be subject to Seller’s written approval, not to be unreasonably withheld, conditioned or delayed (as finally determined pursuant to this Section 2.11, the “Allocation”). If Buyer and Seller are unable shall negotiate in good faith to resolve any dispute disputes regarding the Allocation within such one hundred eighty (180) day periodAllocation. In the event Buyer and Seller cannot reach an agreement with respect to the Allocation, such the dispute shall be resolved promptly by the CPA Firmmediation, the costs of which shall will be borne equally fifty percent (50%) by Buyer Seller and Sellerfifty percent (50%) by Buyer. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and The Parties agree that that: (a) Buyer each Party shall follow and Seller shall file utilize the Allocation for all Tax reporting purposes, including reporting the sale and purchase of the Purchased Assets on all applicable Tax Returns and Tax forms in a manner consistent with such Allocation, and none of the Parties shall take a position on any Tax Return (including, but not limited to, including IRS Form 8594) consistent with the Allocation), and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body Entity or in any Proceeding with respect to Tax administrative or judicial proceeding that is in any way inconsistent with such AllocationAllocation without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body Entity based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body Entity challenging such Allocation. Each ; (b) the Parties shall promptly advise and consult with each other, to the extent legally permissible, regarding or with respect to the existence of any Tax audit, examination, claim for refund, controversy, adjustment or litigation related to any such Allocation; and (c) if the Purchase Price is adjusted (including pursuant to Section 8.7), then the Allocation shall be amended as mutually agreed upon by Buyer and Seller agrees to provide reflect such adjustment in accordance with Section 1060 of the other promptly with any other information reasonably required to complete Form 8594 Code and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Treasury Regulations thereunder.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the The Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under the IRC)they are considered “amounts realized” for federal income tax purposes, as adjusted pursuant to Section 3.2, shall be allocated among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderthereunder (and any similar provision of state, local or foreign Law, as applicable) in a manner consistent with Schedule 2.13 (the “Allocation”). If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and The Parties agree that that: (a) Buyer each Party shall follow and Seller shall file utilize the Allocation for all Tax reporting purposes, including reporting the sale and purchase of the Purchased Assets on all applicable Tax Returns and Tax forms in a manner consistent with such Allocation, and none of the Parties shall take a position on any Tax Return (including, but not limited to, including IRS Form 8594) consistent with the Allocation), and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body Entity or in any Proceeding with respect to Tax administrative or judicial proceeding that is in any way inconsistent with such AllocationAllocation without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body Entity based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body Entity challenging such Allocation. Each ; (b) the Parties shall promptly advise and consult with each other, to the extent legally permissible, regarding or with respect to the existence of any Tax audit, examination, claim for refund, controversy, adjustment or litigation related to any such Allocation; and (c) if the Purchase Price is adjusted (including pursuant to Section 8.7), then the Allocation shall be amended as mutually agreed upon by Buyer and Seller agrees to provide reflect such adjustment in accordance with Section 1060 of the other promptly with any other information reasonably required to complete Form 8594 Code and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Treasury Regulations thereunder.

Purchase Price Allocation. As referenced in Section 5.8(j), the applicable Sellers and Buyer agree that the Purchase Price allocable to the Shares of each Electing Entity (including any adjustments thereto) and any liabilities of such applicable member of the Tiffin Group (plus other relevant items) shall be allocated among the assets of such Electing Entity for all purposes (including Tax and financial accounting) pursuant to Sections 1060 and 338 of the Code, in accordance with the principles and methodology set forth on Exhibit 1.4. Within one hundred eighty (180) 30 days after the determination of the Final Closing DateCash Payment under Section 1.3, Buyer will deliver to the Seller Representative a draft of any such allocation by legal entity based on a third-party valuation for the Seller Representative’s review and approval, which will be prepared on a basis consistent with the principles and methodology set forth on Exhibit 1.4. Within 15 days thereafter, the Seller Representative will deliver to Buyer either a notice accepting the allocation prepared by Buyer or a statement setting forth in reasonable detail any objections to it and the basis for such objections. If the Seller Representative timely delivers such a notice, Buyer and the Seller shall Representative will use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunderresolve such objections. If Buyer and Seller they are unable to resolve any dispute regarding mutually agree on an allocation, the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Sellerprocedures of Section 5.8(g) will control. Buyer and Seller covenant and agree that No Party or any Affiliate of any Party (aincluding the Tiffin Group) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take a position on any Tax position Return, before any Governmental Body Taxing Authority or in any Proceeding with respect to Tax that is in any way manner inconsistent with such Allocation; providedthe allocation, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation as finally determined under this Section 11.11.4, without the written consent of the other Parties or unless specifically required pursuant to a determination by the applicable Taxing Authority. The Parties will promptly advise each other of the existence of any Tax audit, controversy or litigation related to any allocation under this Agreement. Any adjustments to the Purchase Price allocable to the applicable Shares pursuant to Section 1.3 shall be allocated in a manner consistent with Exhibit 1.4.

Purchase Price Allocation. Within one hundred eighty (180) days The parties hereto hereby agree to allocate the Purchase Price among the Purchased IP, the Purchased Equity Interests, the Non-Competition Agreement and the Non-Solicitation Agreement as set forth in Schedule 2.7. The parties shall negotiate in good faith to adjust the allocation of the Purchased Equity Interests set forth in Schedule 2.7 to reflect any difference between the Per Target Company Closing Date Working Capital and the Per Target Company Target Working Capital as well as any Closing Date Indebtedness of a Target Company as finally determined in accordance with Section 2.6. If the parties have not agreed to the adjustment to the allocation set forth in Schedule 2.7 by the 30th day after the Closing Settlement Date, Buyer and Seller the adjustment to such allocation of the Purchased Equity Interests shall use their good faith efforts be determined by the accounting firm selected by the parties pursuant to agree upon Section 2.6(c)(ii) in accordance with the procedures set forth in Section 2.6(c)(ii) (the allocation (set forth in Schedule 2.7 as adjusted pursuant to the agreement of the parties or the final determination of the selected accounting firm, the “Allocation”) ). Each of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Rockwood Sellers and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute Purchasers shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer be bound by the Allocation for purposes of determining any Tax and Seller shall file all (b) prepare and file, and use its commercially reasonable efforts to cause each of its Related Persons to prepare and file, its Tax Returns (including, but not limited to, IRS Form 8594) on a basis consistent with the Allocation. None of the Rockwood Sellers, and (b) neither Buyer nor Seller will the Purchasers or their respective Related Persons shall take any Tax position before any Governmental Body or inconsistent with the Allocation in any Proceeding with respect to Tax Return, refund claim, litigation or otherwise unless required by final determination by a Governmental Body. In the event that the Allocation is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment disputed by any Governmental Body based upon or arising out Body, the party receiving notice of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other dispute will promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other parties hereto, and the parties hereto will consult in good faith on how to resolve such dispute in a manner consistent with the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Allocation.

Purchase Price Allocation. Within one hundred eighty (180) days a reasonable period of time after the Closing DateClosing, Buyer shall prepare and deliver to Sellers for their review and consideration a schedule (the “Allocation Schedule”) allocating the Purchase Price and the Assumed Liabilities among the various assets comprising the Purchased Assets in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of state or local Tax law) or any successor provision. If Sellers disagree with or raise objections to the Allocation Schedule, Buyer and Seller shall use their Sellers will negotiate in good faith efforts to resolve such objections. If the Parties are able to agree upon the allocation (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 (plus Assumed Liabilities, including in any audits or examinations by any taxing authority or any other proceedings). Buyer and Sellers shall file or cause to the extent properly taken into account under the IRCbe filed any and all forms (including U.S. Internal Revenue Service Form 8594), as adjusted pursuant statements and schedules with respect to Section 3.2such allocation, among including any required amendments to such forms. If, on the Assets for U.S. federal other hand, the Parties are unable mutually to agree upon the manner in which the Purchase Price and the Assumed Liabilities should be allocated within fifteen (15) days after receipt by Sellers of the Allocation Schedule, then any disputed matters shall be finally and applicable state and local) income Tax purposes conclusively determined in accordance with Section 1060 of the IRC Internal Revenue Code of 1986, as amended (the “Code”) by the New York office of Amper, Politziner & ▇▇▇▇▇▇, or such other accounting firm of national reputation as shall be mutually acceptable to Buyer and Sellers (the “Independent Accountants”). 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 Treasury Regulations thereunder. If resulting allocation, and such report of the Independent Accountant shall be final, conclusive and binding upon Buyer and Seller are unable to resolve any dispute regarding Sellers. The fees and disbursements of the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which Independent Accountants shall be borne equally solely by Buyer and SellerBuyer. If the Purchase Price is adjusted pursuant to Notwithstanding any other provisions of this Agreement, the Allocation provisions of this Section 2.4 shall survive the Closing. As used herein, “Tax Returns” means, collectively, all returns, reports and similar statements (including elections, declarations, disclosures, schedules, estimates and information returns) required to be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before supplied to any Governmental Body or in any Proceeding with respect Authority relating to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Taxes.

Purchase Price Allocation. Within one hundred eighty For all Tax purposes, Purchaser and the Sellers agree that the Purchase Price, any assumed liabilities and other relevant items which are attributable to the Company LLC Interests shall be allocated among the assets of the Company in accordance with the rules of the Code and the Treasury Regulations promulgated thereunder. The Sellers shall prepare an initial allocation and deliver such allocation to Purchaser for its review and approval within sixty (18060) days after the Closing Determination Date, Buyer and Seller . Such allocation shall use their good faith efforts to agree be mutually agreed upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC between Purchaser and the Treasury Regulations thereunderSellers. If Buyer and Seller are unable to resolve any Purchaser may dispute regarding the Allocation initial allocation by notifying the Sellers of such disagreement in writing, setting forth in reasonable detail its objections, within sixty (60) days after Purchaser’s receipt of such initial allocation; provided that if Purchaser does not provide such objection within such one hundred eighty sixty (18060) day period, Purchaser shall have been deemed to have agreed with the Sellers’ allocation. The Parties shall work in good faith to resolve any differences with respect to such dispute shall be resolved promptly by allocation. Purchaser and the CPA FirmSellers agree to report, act and file in accordance with the costs of which shall be borne equally by Buyer computations and Seller. If the Purchase Price is adjusted allocations as determined pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Section 2.8 in any relevant Tax Returns (includingor filings and to cooperate in the preparation of any such forms. The Parties shall promptly advise one another of the existence of any Tax audit, but not limited to, IRS Form 8594) consistent with controversy or litigation related to any allocation hereunder. None of the Allocation, and (b) neither Buyer nor Seller will Parties shall take any position (whether on any Tax position before any Governmental Body or Returns, in any Proceeding with respect to Tax proceeding or otherwise) that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be this Section 2.8 unless required to litigate before any court any proposed Tax deficiency or adjustment do so by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1applicable Law.

Purchase Price Allocation. Within one hundred eighty (180) days after The Company and Wyeth agree that the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) sum of the Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Liabilities shall be allocated among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Code, pursuant to an allocation schedule (the “Allocation Schedule”) as agreed by Wyeth and the Treasury Regulations thereunderCompany in accordance with this Section 4.4. Wyeth shall provide to the Company a draft Allocation Schedule within ninety (90) days after the Closing. Thereafter, the Company shall have thirty (30) days either to (a) agree with and accept the Allocation Schedule or (b) to deliver to Wyeth any suggested changes to the Allocation Schedule. If Buyer the Company proposes changes, the Parties will work in good faith to reach agreement on a mutually acceptable Allocation Schedule within thirty (30) days after the Company has delivered its suggested changes. If the Company and Seller Wyeth are unable to resolve any dispute regarding and reach agreement on the Allocation Schedule within such one hundred eighty (180) day period, such dispute shall be resolved promptly by a nationally recognized accounting firm acceptable to the CPA FirmCompany and Wyeth, the costs of which shall be borne equally by Buyer the Company and SellerWyeth. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation The Company and Wyeth shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the each other promptly with any other information reasonably required to complete the Allocation Schedule. Once the Company and Wyeth have agreed on the Allocation Schedule or the allocation has been determined by the national recognized accounting firm pursuant to this paragraph, (i) the Allocation Schedule shall be binding upon the Parties, (ii) the Company and Wyeth shall complete and file IRS Form 8594 and (“Form 8883 8594”) (and any similar forms form required for state by state, local or local foreign law) using the Allocation Schedule, and (iii) the Company and Wyeth shall not take any position and shall cause their Affiliates not to take any position (whether in any audit, on any Tax purposesreturn, or otherwise) that is inconsistent with the allocation, in each case unless otherwise required by applicable Law or pursuant to a “determination” within the meaning of Section 1313(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Each of Buyer Not later than thirty (30) days prior to filing its respective Form 8594 relating to this transaction, the Company and Seller Wyeth shall notify each deliver to the other in Party a copy of its Form 8594, and within ten (10) days after filing its Form 8594 with the event IRS pursuant to this Section 4.4, each Party shall provide the other with a copy of an examinationsuch form as filed. To the extent required by applicable Law, audit or other proceeding regarding the Allocation determined under will be revised to reflect any adjustment of the Purchase Price pursuant to this Section 11.1Agreement.

Purchase Price Allocation. Within one hundred eighty (180a) days after The aggregate purchase price for the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation Purchased Assets (the “AllocationPurchase Price”) shall be equal to (i) forgiveness of the $85,000 secured promissory note issued by Seller as of July 12, 2019, and acknowledged by Seller and BS NZ (the “First Note”), plus (ii) the Assumed Liabilities expressly assumed by Purchaser hereunder plus (ii) a release by Purchaser and its Affiliates of Parent and its Affiliates (the “Purchaser Release”). In addition, the $100,000 secured promissory note issued by Seller on July 29, 2019 and acknowledged by Parent and BS NZ (the “Second Note”) shall remain outstanding and secured by the assets of each of Seller and Parent; provided that as part of the Purchase Price the principal and interest and accrued expenses on the same shall be forgiven on the 12-month anniversary of the Closing less the amount of any indemnifiable obligations of Seller or Parent hereunder as of such date. (plus Assumed Liabilities, b) The parties agree that the Purchase Price and any other items deemed to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, be consideration for Tax purposes shall be allocated among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations thereunderRegulations, as determined by the Purchaser (the “Purchase Price Allocation”). If Buyer The parties shall file on a timely basis with the IRS substantially identical initial and Seller are unable supplemental IRS Forms 8594 consistent with the allocation as determined under this Section, and none of them shall take a position on any Tax return, before any Tax authority or in any judicial proceeding that is, in any manner, inconsistent with such Purchase Price Allocation and the treatment specified herein without the consent of the others or unless specifically required pursuant to resolve a determination by an applicable Tax authority. The parties shall promptly advise one another of the existence of any dispute regarding the Allocation within such one hundred eighty Tax audit, controversy or litigation related to any allocation hereunder. (180c) day period, such dispute There shall be resolved promptly by deducted and withheld from the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted consideration otherwise payable pursuant to this AgreementAgreement to the Seller such amounts (if any) as are required to be deducted and withheld under the Code, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (includingor any Law, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax the making of such payment. To the extent that is in any way inconsistent with amounts are so withheld, such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller withheld amounts shall be required treated for all purposes of this Agreement as having been paid to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Seller.

Purchase Price Allocation. Within one hundred eighty (180a) days after The parties agree that, for federal income tax purposes, the Closing Datepurchase of the (b) Shares shall be treated as the purchase by Buyer from Seller of all of the assets of the Companies in accordance with Treasury Regulations §1.1361-5(b)(3), Buyer and Seller Example 9. None of the parties shall use their good faith efforts take any position (whether on any Tax Returns, amended Tax Returns, in any Tax proceeding, or otherwise) that is inconsistent with the foregoing treatment. (c) The parties will allocate the aggregate purchase consideration paid to agree upon the Seller (d) among the assets of the Companies according to the allocation attached as Schedule 1.7(b) of the Disclosure Schedules (the “AllocationAllocation Statement”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by between the Buyer and Sellerthe Seller as soon as reasonably practicable after the final adjusted Purchase Price is determined pursuant to this Agreement. Buyer The Allocation Statement will be prepared in accordance with Sections 338 and Seller covenant 1060 of the Code and agree that any comparable provisions of state, local or foreign laws, as appropriate. Each of the parties hereto agrees to (ai) Buyer prepare and Seller shall timely file all Tax Returns (including, but not limited to, IRS Form 8594and all supplements thereto) in a manner consistent with the Allocation, Allocation Schedule and (bii) neither Buyer nor Seller act in accordance with the Allocation Schedule for all Tax purposes. The parties will take revise the Allocation Schedule to the extent necessary to reflect any Tax position before any Governmental Body post-Closing payment made pursuant to or in connection with this Agreement. Buyer and the Seller agree to promptly provide the other parties with any Proceeding reasonable additional information with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the AllocationSeller, as the case may be, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably reasonable assistance required to complete IRS Form 8594 and Form 8883 or to compute Taxes arising in connection with (and or otherwise affected by) the transactions contemplated by this Agreement. Each party will promptly inform the others of any similar forms required for state or local Tax purposeschallenge by any Taxing Authority to any allocation made pursuant to this Section 1.7(b). Each None of Buyer and Seller the Parties shall notify the other take any position (whether on any Tax Returns, Amended Tax Returns, in the event of an examinationany Tax Proceeding, audit or other proceeding regarding otherwise) that is inconsistent with this Section 1.7(b) or the Allocation determined under this Section 11.1Schedule.

Purchase Price Allocation. Within one hundred eighty (180i) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the The Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), together with any other amounts treated as adjusted pursuant to Section 3.2, among the Assets purchase price for U.S. federal (Income Tax purposes) shall be allocated among the Sellers and applicable state their respective Assets and local) income the Dutch Entity and its respective assets for Tax purposes in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunder. If Buyer thereunder (and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180similar provisions of state, local or non-U.S. Tax Law, as appropriate) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, mutually agreed upon methodology set forth in Exhibit K (the “Asset Allocation Statement”). Any payments made under Section 1.05(b) or Section 1.05(c) after the Closing and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or not previously allocated in any Proceeding the Asset Allocation Statement shall be allocated in accordance with respect to Tax that is the methodology set forth in any way inconsistent with such Allocationthe Asset Allocation Statement; provided, however, that nothing contained herein in this Section 5.06(d) shall prevent Buyer prohibit any Party (or Seller any of its respective Affiliates) from settling any proposed Tax deficiency or adjustment by any Governmental Body Taxing Authority based upon or arising out of the Allocation, Asset Allocation Statement and neither Buyer nor Seller the Parties (and any of their respective Affiliates) shall not be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body Taxing Authority challenging the Asset Allocation Statement. The Seller Representative and such AllocationBuyer shall cooperate in good faith to timely agree the allocation of any payments made under Section 1.05(b) or Section 1.05(c). (ii) To the extent that the Sellers and the Buyers have agreed to the Asset Allocation Statement, then, except with respect to any subsequent adjustments to the Purchase Price, the Sellers and the Buyers (A) shall be bound by the Asset Allocation Statement for purposes of determining any Taxes, and (B) shall prepare and file all Tax Returns to be filed with any Taxing Authority, make any election in any Tax Return, comport itself in any proceeding before any Taxing Authority (except as otherwise required by such Taxing Authority) or act otherwise in a manner consistent with the Asset Allocation Statement. Each In the event that an Asset Allocation Statement is disputed by any Taxing Authority, the Party receiving notice of Buyer such dispute shall promptly notify and Seller agrees to provide consult with the other promptly with any other information reasonably required relevant Party concerning the resolution of such dispute. (iii) To the extent that the Sellers and the Buyers have agreed to complete the Asset Allocation Statement, then each of the Sellers and the Buyers shall cooperate in the preparation and timely filing of (A) IRS Form 8594 and Form 8883 (or any successor forms thereto) and any similar comparable state, local, or non-U.S. forms or reports, and (B) to the extent permissible by or required for state by applicable Law, any corrections amendments or local Tax purposessupplements (or additional forms or reports) thereto (including any supplements, amendments, forms or reports arising as a result of any adjustments to the Purchase Price). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180a) The Parties agree that the Purchase Price and Assumed Liabilities shall be allocated among the Acquired Assets sold by Seller and each of its Affiliates and purchased by Purchaser in a manner consistent with Section 1060 of the Code and the Treasury regulations promulgated thereunder (and corresponding provisions of applicable foreign Law) (for the avoidance of doubt, an allocation different from an allocation under Section 1060 of the Code and the Treasury regulations promulgated thereunder may be required by applicable Tax Law or foreign Law to be taken for local country Tax or accounting purposes) and in accordance with an allocation schedule set forth by Purchaser and delivered to Seller within ninety (90) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of ). Seller shall have the Purchase Price (plus Assumed Liabilities, right to review and raise any objections in writing to the extent properly taken into account under Allocation during the IRC), as adjusted pursuant to Section 3.2, among thirty (30) day period after its receipt thereof. In the Assets for U.S. federal event of a disagreement that cannot be resolved by the parties discussing in good faith during such thirty (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (18030) day period, a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller shall settle such dispute shall be resolved promptly by the CPA Firm, with the costs of which shall be such firm being borne equally by Buyer Seller and Seller. If the Purchase Price is adjusted pursuant Purchaser. (b) Purchaser and Seller agree to this Agreement, (i) be bound by the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that for all U.S. federal income tax purposes, (aii) Buyer and Seller shall file act in accordance with the Allocation in the preparation of all U.S. Tax Returns (including, but not limited to, IRS including filing Form 8594), and (iii) consistent take no position inconsistent with the Allocation for all U.S. Tax purposes, unless otherwise required by Law. In the event that any Taxing Authority disputes the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; providedPurchaser, howeveras the case may be, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in Party of the event nature of an examination, audit or such dispute and consult with the other proceeding regarding Party and keep such other Party reasonably apprised of material developments concerning the Allocation determined under this Section 11.1resolution of such dispute.

Purchase Price Allocation. Within one hundred eighty (180a) days after For Tax purposes only, the Closing Date, Buyer and Seller shall use their good faith efforts Parties agree to agree upon allocate the allocation purchase price for the Assets (the “Allocation”as determined for applicable Income Tax purposes) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance a manner consistent with Section 1060 of the IRC and Code, the Treasury Regulations thereunderthereunder (and, if applicable, in accordance with any other similar provision of state or local Law) and Schedule 3.10(a) (the “Tax Allocation”). If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the The Tax Allocation shall be adjusted used by the Parties as mutually agreed by Buyer the basis for reporting asset values and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (includingother items, but not limited to, including preparing IRS Form 8594) consistent with the Allocation, Asset Acquisition Statement. Seller and Buyer agree not to assert, and (b) neither Buyer nor Seller will take cause their respective Affiliates not to assert, in connection with any Tax position before any Governmental Body audit or in any Proceeding other proceeding with respect to Taxes or in connection with the filing of any Tax that is in Return, any way asset values or other items inconsistent with such Allocationthe Tax Allocation 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 proposed Tax deficiency or adjustment by any Governmental Body Authority based upon or arising out of the Allocation, Tax Allocation and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body Authority challenging such any position based on or arising out of the Tax Allocation. Each of Seller and Buyer and Seller agrees to provide the other shall promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event writing upon receipt of an examination, notice of any pending or threatened Tax audit or other proceeding regarding assessment challenging any position based on or arising out of the Allocation determined under this Section 11.1Tax Allocation. (b) For Transfer Tax purposes only, adjustments to the Purchase Price pursuant to Sections 3.2 and 3.3 shall be allocated to the particular Asset to which such adjustment relates to the extent such adjustment relates to such Asset and to the extent that it is, in the commercially reasonable discretion of Seller, possible to do so. Any adjustment not allocated to a specific Asset pursuant to the immediately preceding sentence shall be allocated among the various Assets on a pro rata basis in proportion to the unadjusted Purchase Price allocated to such Asset on the Allocated Value Schedule.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Seller and Buyer and Seller shall agree to use their good faith commercially reasonable efforts to agree upon reach an agreement regarding the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), together with any other items treated as adjusted pursuant to Section 3.2, consideration for federal income and other applicable Tax purposes) among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with the provisions of this Section 5.3(c) and in a manner consistent with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder (as subsequently revised or amended pursuant to this Agreement, the “Allocation”). Buyer shall prepare and deliver a draft of the Allocation to Seller within ninety (90) days following the Closing Date. Seller shall be deemed to have agreed and accepted the draft Allocation unless Seller deliver a written dispute notice to Buyer within thirty (30) days from the receipt thereof setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation. Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of such written dispute notice by Seller. If Buyer and Seller are unable to resolve any dispute regarding agree in good faith on the Allocation within such one hundred eighty the said thirty (18030) day periodperiod following the delivery of a written dispute with respect thereof, such dispute each Party shall be resolved promptly by report the CPA FirmAllocation in accordance with its own determination. To the extent Seller and Buyer agree (or are deemed to agree) on the Allocation in accordance with the provisions of this Section 5.3(c), the costs of which shall be borne equally Parties agree to report the transactions contemplated by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) Agreement in a manner consistent with the Allocationmost recent Allocation on all Tax Returns, and (b) neither Buyer nor Seller will take except to the extent otherwise required by an applicable Tax or other Governmental Authority. To the extent the Parties agree on an Allocation pursuant to the provisions of this Section 5.3(c), the Parties agree to promptly inform one another of any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment challenge by any Governmental Body based upon or arising out of Authority to the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller agree that the transactions contemplated hereby shall use their good faith efforts to agree upon be treated solely as the allocation (the “Allocation”) purchase and sale of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets assets for U.S. federal (and applicable state and locallocal jurisdictions that follow the treatment of the Acquired Companies as disregarded entities) income Tax purposes and to allocate any amounts that are properly treated as consideration for U.S. federal income Tax purposes (including the Closing Payment, the Liabilities of the Acquired Companies, and any other item required by the Code) among the Company Assets for U.S. federal and applicable state and local income Tax purposes in accordance with the methodology set forth in Schedule 2.5 (the “Asset Allocation”). The Asset Allocation shall be completed in the manner required by Section 1060 of the IRC Code. Buyer shall deliver a draft of the Asset Allocation within 120 days after the Closing Date. Seller shall have 15 days to provide Buyer with any objections to such draft Asset Allocation. Seller and Buyer shall use their respective commercially reasonable efforts to resolve any such objection; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Treasury Regulations thereunder. If Asset Allocation within 30 days after the delivery of the Asset Allocation to Seller, such dispute shall be resolved by Ernst & Young (the “Arbiter”); provided that if Ernst & Young is unwilling or unable to serve as Arbiter or as otherwise agreed by Buyer and Seller, the Parties shall agree to select another nationally recognized accounting firm of comparable stature reasonably acceptable to Buyer and Seller, provided that, if Buyer and Seller are unable to resolve any dispute regarding agree upon a replacement Arbiter within 40 days after delivery of Seller’s objection notice to the Allocation within such one hundred eighty (180) day periodAsset Allocation, such dispute shall be resolved promptly by either Party may request for the CPA Firm, president of the costs American Arbitration Association to appoint a senior partner in a nationally recognized accounting firm that has at least five years of which energy expertise to serve as the Arbiter. The fees and expenses of the Arbiter shall be borne equally by Buyer Seller and SellerBuyer. If Seller does not object within 15 days after the Purchase Price is adjusted delivery of the Asset Allocation to Seller, then the parties agree to use the Asset Allocation as provided by Buyer. The Asset Allocation shall be revised after each adjustment, if any, has been made in accordance with this Agreement. The Asset Allocation, as finally determined pursuant to this AgreementSection 2.5, the Allocation shall be adjusted as mutually agreed reflected on a completed Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which form will be timely filed separately by Seller and Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (bInternal Revenue Service pursuant to the requirements of Section 1060(b) neither Buyer nor Seller will of the Code. Each Party agrees not to take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; providedthe allocations set forth in the Asset Allocation (as finally determined pursuant to this Section 2.5), howeverincluding on any Tax Returns, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment unless required by any Governmental Body based upon or arising out a final determination as defined in Section 1313 of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency Code or adjustment by any Governmental Body challenging such Allocation. Each with the consent of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Party.

Purchase Price Allocation. Within one hundred eighty (180) days after The Parties agree that the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Base Purchase Price (plus Assumed Liabilities, any other consideration relevant under Section 1060 of the Code) will be allocated to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable allocation schedule to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly prepared by the CPA Firm, Parties no later than five (5) Business Days prior to the costs of which shall be borne equally by Buyer Closing Date and Sellerattached hereto as Exhibit E (the “Allocation Schedule”). If the Base Purchase Price is adjusted pursuant to Sections 2.4 or 6.2.1, Article 7 or any other provision of this Agreement, the Parties shall use their best efforts to adjust the allocation set forth on the Allocation shall be adjusted as mutually agreed by Buyer and SellerSchedule to reflect the Purchase Price adjustment. Buyer and Seller covenant agree (A) to act in accordance with the Allocation Schedule in the preparation, filing and agree that amendment (if relevant) of all Tax Returns (including IRS Form 8594 and any similar allocation forms under state, local, county or foreign applicable Law); and (B) not to take any position inconsistent therewith unless required to do so by (a) a closing agreement, settlement agreement or similar agreement settling a Tax proceeding entered into among Seller, Buyer (or any Affiliate thereof) and the IRS or any other Taxing Authority, or (b) a final non-appealable order or judgment rendered by a court of competent jurisdiction concluding a Tax Contest. If any Governmental Person challenges any allocation in any IRS Form 8594 (or any similar allocation form under state, local, county or foreign applicable Law) filed or caused to be filed by Buyer or Seller, the Party receiving notice of such challenge shall give the other Party prompt notice of such challenge, and Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with cooperate in good faith in responding to such challenge in order to preserve the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out effectiveness of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Schedule.

Purchase Price Allocation. Within one hundred eighty (180) days after Purchasers, Sellers and the Company agree that, on or prior to the Closing Date, Buyer (i) the Base Purchase Price and Seller shall use their good faith efforts to agree upon the allocation amount of the Assumed Liabilities (the “AllocationAllocable Purchase Price”) of shall be allocated between the Purchased Assets, on the one hand, and the Equity Interests, on the other hand, and (ii) the Allocable Purchase Price (plus Assumed Liabilities, attributable to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Purchased Assets shall be allocated among the Purchased Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with all purposes, including Section 1060 of the IRC Code, in each case of clause (i) and (ii), in a manner that reflects, incorporates and is consistent with Schedule 2.9 and which allocations shall be reasonable, based on fair market values, and consistent with the Code, the Tax Act, and any other applicable Tax Law (as may be modified by any post-Closing adjustment permitted by Schedule 2.9, the “Asset Allocation”). The Asset Allocation shall also reflect the Asset Allocation on a province-by-province basis. Each of Purchasers, Sellers and the Treasury Regulations thereunder. If Buyer Company agree to (i) deliver to the other party a draft Internal Revenue Service Form 8594 (or any comparable form under state, local or foreign Tax Law) and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty required attachment thereto (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent prepared in accordance with the Asset Allocation) no later than sixty (60) days prior to the due date for filing such form, and (bii) neither Buyer nor Seller will take timely file, or cause to be timely filed, Internal Revenue Service Form 8594 (or any comparable form under state, local or foreign Tax law) and any required attachment thereto in accordance with the Asset Allocation. Except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, none of Purchasers, any Sellers or the Company shall take, or shall permit their Affiliates to take, a Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such the Asset Allocation; provided. Any adjustment to the purchase price pursuant to Section 2.8 (i) shall be allocated between the Equity Interests, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of on the Allocationone hand, and neither Buyer nor Seller the Purchased Assets, on the other hand, by reference to the item or items to which such adjustment is attributable (which allocation shall reflect, incorporate and be consistent with Schedule 2.9) and (ii) to the extent such adjustment is allocated to the Purchased Assets, shall be required allocated among the Purchased Assets by reference to litigate before any court any proposed Tax deficiency the item or items to which such adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1is attributable.

Purchase Price Allocation. Within one hundred eighty (180a) days after The Parties shall (i) first allocate to the Closing Datetangible Assets, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) if any, a proportion of the Purchase Price (plus Assumed Liabilitiesand, to the extent properly taken into account under the IRCapplicable Tax Laws, the Assumed Liabilities), equal to the net book value of such Assets as of the Closing Date and (ii) then allocate the balance of the Purchase Price, as adjusted pursuant in clause (i) of this Section, to Section 3.2the intangible Assets. (b) To the extent necessary to file Transfer Tax Returns, the Parties shall 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), among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with the principles of Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder and other applicable Tax Laws, which allocation shall be subject to the principles of Section 2.2.3(a) (such allocation, a “Partial Allocation”). If Buyer and Seller are unable The Purchaser shall deliver to resolve any dispute regarding the other Primary Party a proposed Partial Allocation within such one hundred eighty ten (18010) day period, such dispute shall be resolved promptly by Business Days after the CPA Firm, the costs of which shall be borne equally by Buyer and SellerClosing Date. If the Purchase Price is adjusted pursuant Parties do not reach agreement on a Partial Allocation after negotiating in good faith for a period of ten (10) Business Days from the date upon which the Purchaser delivers to this Agreementthe other Primary Party its proposed Partial Allocation, the Partial Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller submitted to the Accounting Arbitrator, which shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such prepare a final Partial Allocation; provided, however, that nothing contained herein if a different Partial Allocation is required by a Government Entity (including for this purpose an allocation required, approved or authorized pursuant to a Bankruptcy Proceeding), then the Partial Allocation shall prevent Buyer be modified as necessary to be consistent with the required allocation (but in all cases shall be subject to the principles of Section 2.2.3(a)). Notwithstanding the preceding sentence, if the Parties have not reached agreement on the Partial Allocation and the Accounting Arbitrator has not submitted its determination on or Seller from settling before the date that a Transfer Tax Return is required to be filed with the relevant Tax Authority (giving effect to any proposed valid extensions) pursuant to Section 6.7(b), then such Transfer Tax deficiency Return shall be timely filed in the manner that the Party with primary responsibility for paying the liability associated with such return reasonably determines and shall, upon receiving the Accounting Arbitrator’s later determination and to the extent permitted under applicable Law, promptly file an amended return in accordance therewith. The Parties agree (i) to be bound by the final Partial Allocation accepted by the Parties or adjustment prepared by any Governmental Body based upon or arising out of the AllocationAccounting Arbitrator (as modified to be consistent with the allocation required by a Government Entity, as described above), as applicable, and neither Buyer nor Seller shall be required (ii) to litigate before act in accordance with the allocations contained in such final Partial Allocation for all purposes relating to Transfer Taxes (including the preparation and filing of any court any proposed Transfer Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposesReturns). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty The Purchase Price will be allocated among the DIIG Equity Interests (180and, specifically, among the Equity Interests of DIIG I, New DIIG III, and Symbility), the DQ Valuation Assets, and the Luxco IP Assets in the manner set forth in Exhibit I, with (i) days after the Closing Dateamounts of the allocations for the DIIG Equity Interests (other than with respect to the Equity Interests of Symbility), Buyer the DQ Valuation Assets, and Seller shall use their the Luxco IP Assets to be determined, prior the Closing, in good faith efforts to agree upon by Buyers after consulting with Sellers and considering in good faith any changes reasonably requested by Sellers and (ii) the amount of the allocation for the Equity Interests of Symbility to be as set forth on Schedule 5.14(a) (the “Allocation”). For purposes of determining the Allocation, the amount of any Closing Net Indebtedness that results in a Purchase Price Reduction under Section 2.10(e) (Purchase Price Adjustment) will reduce the portion of the Purchase Price (plus Assumed Liabilities, allocated to the extent properly taken into account DIIG Equity Interests (other than the Equity Interests of Symbility). For the avoidance of doubt, the Allocation (including any revision thereof) will be made in a manner consistent with the principles of section 1060 of the Code and will reflect an allocation of the consideration paid under the IRC), this Agreement (as adjusted pursuant to Section 3.2, among the Assets determined for U.S. federal income tax purposes) among the various properties and assets acquired and the licenses and other rights granted (and as determined for U.S. federal income tax purposes). In the event that there is any adjustment to the consideration paid under this Agreement (as determined for U.S. federal income tax purposes), the parties will cooperate in good faith to reach an agreement to revise the Allocation to reflect any such adjustment. Except as may be required by applicable state and localTax Law or by a “determination” (within the meaning of section 1313(a) income Tax purposes in accordance with Section 1060 of the IRC and Code or any similar foreign, state, or local Tax provision), neither Sellers nor any of their Affiliates, nor Buyers or any of their Affiliates, will file any Tax Return or take any position with any Taxing Authority that is inconsistent with the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and SellerAllocation. If the Purchase Price Allocation is adjusted pursuant to this Agreementdisputed by any Taxing Authority, the Allocation shall be adjusted as mutually agreed by Buyer and Sellerparty receiving notice of such dispute will promptly notify the other parties hereto. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (includingSellers, but not limited to, IRS Form 8594) consistent with the AllocationBuyers, and (b) neither Buyer nor Seller their respective Affiliates will take cooperate in good faith in responding to any Tax position before any Governmental Body or in any Proceeding with respect such challenge to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out preserve the effectiveness of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180a) days after The Parties and the Closing DateEMEA Sellers shall (i) first allocate to the tangible Assets, Buyer the tangible EMEA Assets and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) Unbilled Accounts Receivable a proportion of the Purchase Price (plus and to the extent properly taken into account under applicable Tax 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 IRC)applicable Tax Laws, as adjusted pursuant to Section 3.2, the Assumed Liabilities and EMEA Assumed Liabilities) among the Assets for U.S. federal (and applicable state and local) income Tax purposes the EMEA Assets in accordance with the principles of Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder and other applicable Tax Laws (such allocation, a “Partial Allocation”). If Buyer and Seller are unable to resolve any dispute regarding the The Partial Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by consistent with the CPA Firm, the costs principles of which shall be borne equally by Buyer and SellerSection 6.9(a). If the Purchase Price is adjusted pursuant to this AgreementParties do not reach agreement on a Partial Allocation after negotiating in good faith, the Partial Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller submitted to the Independent Auditor, which shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such prepare a final Partial Allocation; provided, however, that nothing contained herein shall prevent Buyer if a different Partial Allocation is required by a Government Entity (including, for this purpose, an allocation required, approved or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of authorized pursuant to a Bankruptcy Proceeding), then the Allocation, and neither Buyer nor Seller Partial Allocation shall be modified as necessary to be consistent with the required allocation (but in all cases shall be subject to litigate before any court any proposed Tax deficiency or adjustment the principles of Section 6.9(a) to the extent permitted by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.such

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller The Parties shall use their good faith commercially reasonable efforts to agree upon the to an allocation (the “Allocation”) of the Initial Purchase Price (plus Assumed Liabilities, to the extent and any other items properly taken into account under the IRC), treated as adjusted pursuant to Section 3.2, among the Assets consideration for U.S. federal (and applicable state and local) income 13 Tax purposes among the Purchased Assets in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderpromulgated thereunder (the “Allocation”). If Buyer Seller shall prepare and provide to Purchaser a draft Allocation within sixty (60) days following the Closing Date. Purchaser shall notify Seller are unable within thirty (30) days of receipt of such draft Allocation of any objection Purchaser may have thereto. The Parties agree to attempt to resolve any dispute regarding disagreement with respect to the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Sellerin good faith. If the Purchase Price is adjusted pursuant Parties are able to this Agreementagree with respect to an Allocation, the (i) such Allocation shall be adjusted as mutually agreed revised to take into account subsequent adjustments to the Initial Purchase Price in the manner provided by Buyer Section 1060 of the Code and Seller. Buyer the Treasury Regulations thereunder and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation hereunder, and the Parties shall cooperate with each other in good faith to promptly amend the Allocation; (ii) the Parties agree to file timely any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060 of the Code, and shall use such Allocation, as adjusted, in connection with the preparation of IRS Form 8594 as such Form relates to the purchase of the Purchased Assets, and (biii) neither Buyer nor Seller will Party shall file any Tax Return or other document or otherwise take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that which is in any way inconsistent with such Allocation, as adjusted, except as may be adjusted by subsequent agreement following an audit by the IRS or by a Governmental Order; provided, however, that nothing contained herein neither Party (nor any of its respective Affiliates) shall prevent Buyer or Seller from settling be obligated to litigate any proposed Tax deficiency or adjustment challenge by any Governmental Body based upon Taxing Authority to the Allocation. The Parties shall promptly inform one another of any challenge to the Allocation by any Taxing Authority and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or arising out of submission with respect to, such challenge. If the Parties are, despite attempts to resolve disagreements in good faith, unable to reach agreement on the Allocation, and neither Buyer nor Seller whether the initial Allocation or any subsequent amendment thereto, the Parties shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each each use their own allocation of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 Initial Purchase Price (and any similar forms required other items properly treated as consideration for state or local U.S. federal income Tax purposes)) among the Purchased Assets. Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. Within one hundred eighty (180a) Seller and Buyer agree that the Purchase Price and any Assumed Seller Liabilities treated as consideration for Tax purposes shall be allocated for Tax purposes among the Seller Assets and the Subsidiary Shares and among the different items of assets of the QSSSs in the manner set forth on an allocation statement (the “Allocation Statement”) to be agreed upon by Seller and Buyer before or as soon as practicable after the Closing Date. The Allocation Statement shall be consistent with Code Section 1060 and, to the extent applicable, Code Section 338, and the regulations thereunder, and shall at a minimum provide for the following specific agreed-upon allocations (the “Firm Allocations”): (i) machinery, equipment, tools and vehicles: to be determined by West, but not to exceed $30,500,000; (ii) leasehold improvements: to be determined by West, but not to exceed $10,000,000; and (iii) fixed assets and progress: to be determined by West, but not to exceed $2,000,000. (b) Seller and Buyer shall use commercially reasonable efforts to settle the Allocation Statement within sixty (60) days following the Closing Date. If Seller and Buyer are unable to reach an agreement on the specific allocations to be included in the Allocation Statement (other than the Firm Allocations) within such sixty (60)-day period, either Party may, by written notice to the other, require that the contents of the Allocation Statement (other than the Firm Allocations) be determined by a mutually acceptable firm of Independent Accountants. Promptly after the giving of such notice by either of Seller or Buyer and upon such Parties’ mutual agreement on the firm of Independent Accountants, each of Seller and Buyer shall submit its proposed Allocation Statement (which shall include the Firm Allocations) to the Independent Accountants for review together with such supporting documents and information as each such Party deems appropriate to support its position. The determination of the Independent Accountants with respect to the Allocation Statement shall be completed within thirty (30) days after the Closing Dateappointment of the Independent Accountant s and shall be final, binding and conclusive on Seller and Buyer and (provided that such determination includes the Firm Allocations). The Independent Accountants shall adopt the position of either Buyer or Seller shall use their good faith efforts to agree based upon which Party’s submission, in the determination of the Independent Accountants, more accurately reflects the correct allocation (the “Allocation”) of the Purchase Price and any Assumed Seller Liabilities treated as consideration for Tax purposes among the Seller Assets and the Subsidiary Shares and among the different items of assets of the QSSSs. The fees, costs and expenses of the Independent Accountants shall be paid by whichever of Seller or Buyer is the Party whose proposed Allocation Statement is not selected by the Independent Accountants as the correct Allocation Statement. (plus Assumed Liabilitiesc) Following the Closing, if any item on the Allocation Statement (as finally agreed upon by Seller and Buyer or as selected by the Independent Accountants, as applicable) needs to the extent properly taken into account be updated under the IRCApplicable Law (including as a result of any Purchase Price adjustment), as adjusted pursuant Seller shall provide to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 Buyer a proposed revised copy of the IRC Allocation Statement (a “Revised Statement”), which Revised Statement shall be subject to Buyer’s review and the Treasury Regulations thereunderapproval (not to be unreasonably withheld or delayed). If Seller and Buyer disagree on such Revised Statement and Seller are unable to resolve any dispute regarding the Allocation such disagreement within thirty (30) days after such one hundred eighty (180) day periodRevised Statement is provided by Seller to Buyer, such dispute Parties shall be resolved promptly by resolve such disagreement in accordance with the CPA Firmprovisions of Section 7.2(b), as if such Revised Statement were the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the original Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that Statement. (ad) Buyer and Seller shall file all allocate the Purchase Price in accordance with the Allocation Statement (as finally agreed upon by Seller and Buyer or as selected by the Independent Accountants, as applicable) or, if applicable, the last Revised Statement provided by Buyer and either approved by Seller or determined to be correct by the Independent Accountants pursuant to Section 7.2(b) (as applicable). All Tax Returns (includingand reports filed by Buyer, but not limited to, IRS Form 8594) consistent with the AllocationSeller, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent their respective Affiliates, including a Form 8883, shall be prepared consistently with such Allocation; providedallocation, however, that nothing contained herein shall prevent Buyer unless such allocation (or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required part thereof) is contrary to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Applicable Law.

Purchase Price Allocation. Within one hundred eighty (180a) days after The Purchase Price shall be allocated among the Closing Date, Companies’ assets for all purposes (including Tax and financial accounting) (the "Allocation Schedule"). A draft of the Allocation Schedule shall be prepared by Buyer and delivered to Seller within 60 days following the Closing. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall use their negotiate in good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilitiesresolve such dispute; provided, to the extent properly taken into account under the IRC)however, as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (that if Seller and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding with respect to the Allocation Schedule within such one hundred eighty (180) day period30 days following the Closing, such dispute shall be resolved promptly by the CPA Firm, the costs Independent Accountant. The fees and expenses of which such accounting firm shall be borne equally by Buyer Seller and SellerBuyer. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594including amended returns and claims for refund) and information reports in a manner consistent with the Allocation, and Allocation Schedule. (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall be bound by the allocation of the Purchase Price as set forth in this Section 2.05, and shall apply such allocation for all purposes, including determining any Taxes, shall prepare and file all Tax Returns, including Form 8594, consistently with those allocations, and shall not take any position inconsistent with such allocation in any Tax Return, proceeding before any Governmental Authority, or otherwise. If any allocation hereunder is questioned, audited, or disputed by any Governmental Authority, the party receiving notice thereof shall promptly notify and consult with the other in parties concerning the event strategy for the resolution thereof, and shall keep the other parties apprised of an examinationthe status of such question, audit or other proceeding regarding dispute and the Allocation determined under this Section 11.1resolution thereof.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the The Purchase Price (plus including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the IRC), as adjusted pursuant to Section 3.2, Code) shall be allocated among the Purchased Assets for U.S. federal (and applicable state and localSeller's obligation under Section 5.2(c) income Tax purposes in accordance with Section 1060 of the IRC Code as set forth on Schedule 2.6 (the "Purchase Price Allocation"). The Purchase Price Allocation shall thereafter not be adjusted except to reflect the adjustments, if any, to the Purchase Price contemplated by Article VII and the Treasury Regulations thereundershall be binding on Buyer and Seller. If Buyer and Seller are unable to agree on any such adjustment, Buyer and Seller shall negotiate in good faith to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Sellerdispute(s). If the parties are unable to agree on an adjustment to the Purchase Price is Allocation within 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Buyer may mutually agree in writing), the disputed portion(s) of such adjustment shall be arbitrated by the Referee (which may in turn select an appraiser if needed) in accordance with the arbitration procedures set forth on Exhibit 2.6(b). Only items specified in the written objection shall be subject to adjustment by the Referee. Seller and Buyer agree to act in accordance with the Purchase Price Allocation, as adjusted pursuant to this AgreementSection 2.6(b), in any Tax Return, including any forms or reports required to be filed pursuant to Section 1060 of the Allocation shall be adjusted Code or any provisions of any comparable Applicable Law, unless there has been a final "determination," as mutually agreed by Buyer and Sellerdefined in Section 1313(a) of the Code, in which the allocation is modified. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all cooperate in the preparation of such Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with file such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment forms as required by any Governmental Body based upon or arising out of the Allocation, and neither Applicable Law. Neither Buyer nor Seller shall be 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, except as required to litigate before any court any proposed Tax deficiency or adjustment by Applicable Law. In the event that the Purchase Price Allocation is disputed by any Governmental Body challenging such Allocation. Each Authority, the party receiving notice of Buyer and Seller agrees to provide the other dispute shall promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other party hereto in writing of such notice and resolution of the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1dispute.

Purchase Price Allocation. Within one hundred eighty The Purchase Price as adjusted pursuant to Section 2.6 (180plus any additional amounts treated as consideration under applicable Treasury Regulations) (the “Allocable Purchase Price”) will be allocated among the Equity Interests (and will be further allocated among the assets of Construction Supply and HD Supply Repair & Remodel LLC to the extent required under applicable Tax Law) as provided herein. All allocations under this Agreement will be made in accordance with the requirements of Sections 1060, 743(b), 751 and 755 of the Code and the Treasury Regulations thereunder. No later than 90 days after the Closing Date, Buyer will prepare and Seller shall use their good faith efforts deliver to agree upon HD Supply its determination of the allocation (the “Proposed Allocation”) of the Allocable Purchase Price. Buyer will (a) permit, and will cause the Acquired Companies to permit, HD Supply and its advisors and Representatives reasonable and timely access to the books, records, properties, premises, work papers, personnel and other information of the Business to permit HD Supply and its advisors and Representatives to review the Proposed Allocation or to address any dispute described in this Section 2.7 (provided that in no event will any such access unreasonably interfere with the conduct of the Business) and (b) reasonably cooperate, and will cause the Acquired Companies to reasonably cooperate, with HD Supply and its advisors and Representatives in connection with such review or any dispute, including providing on a timely basis all other information necessary or useful in connection with the review of the Proposed Allocation as is reasonably requested by HD Supply or its advisors or Representatives and that is reasonably available to Buyer or the Acquired Companies. HD Supply will, within 30 days following its receipt of the Proposed Allocation, accept or reject the Proposed Allocation submitted by Buyer. If HD Supply disagrees with the Proposed Allocation, HD Supply will give written notice to Buyer of such dispute and describing in reasonable detail any reason therefor within such 30-day period. Should HD Supply fail to notify Buyer of a dispute within such 30-day period, HD Supply will be deemed to agree with Buyer’s Proposed Allocation. In the event there is a dispute, the Parties will attempt to reconcile their differences, and any resolution by them as to any disputed amounts will be final, binding and conclusive on the Parties. If the Parties are unable to reach a resolution with such effect within 30 days after the receipt by Buyer of HD Supply’s written notice of dispute, the Parties will submit the items remaining in dispute for resolution to the Independent Accountant. The Independent Accountant will act as an arbitrator, and the Parties will use commercially reasonable efforts to cause the Independent Accountant to issue its report as to all matters in dispute (and only such matters) and the determination of the allocation of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with this Section 1060 2.7 within 30 days after such dispute is referred to the Independent Accountant. The Independent Accountant will not have the power to modify or amend any term or provision of this Agreement. Each Party will bear all costs and expenses incurred by it in connection with such arbitration, except that the fees and expenses of the IRC Independent Accountant hereunder will be borne by Buyer, on the one hand, and HD Supply, on the other hand, in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accountant that is unsuccessfully disputed by each such Party (as finally determined by the Independent Accountant) bears to the total amount of such remaining disputed items so submitted. This provision for arbitration will be specifically enforceable by the Parties and the Treasury Regulations thereunder. If Buyer decision of the Independent Accountant in accordance with the provisions hereof will be final and Seller are unable binding with respect to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall matters so arbitrated and there will be resolved promptly by the CPA Firm, the costs no right of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Sellerappeal therefrom. Buyer and Seller HD Supply covenant and agree that the allocations made pursuant to this Section 2.7 will be conclusive and final for all purposes of this Agreement and will be used by them in reporting the Tax consequences of the transactions contemplated by this Agreement (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, including the preparation of any required IRS Form 8594) consistent ). Notwithstanding anything to the contrary contained in this Section 2.7, the Parties agree that Schedule 2.7 sets forth the minimum percentage of Allocable Purchase Price that the Parties will report for all applicable Tax purposes with respect to the Allocation, Equity Interests acquired directly by Buyer under this Agreement in each of Construction Supply and (b) neither HD Supply Repair & Remodel LLC. Neither Buyer nor Seller HD Supply will take any position (whether in connection with audits, Tax position before any Governmental Body Returns or in any Proceeding with respect to Tax otherwise), that is in any way inconsistent with such Allocation; providedthe allocations provided for in this Section 2.7 and on Schedule 2.7, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out except as may be required pursuant to a “determination” within the meaning of Section 1313(a) of the AllocationCode (or similar provision of state, and neither Buyer nor Seller shall be required to litigate before any court any proposed local or foreign Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposeslaw). Each of Buyer and Seller shall notify The Parties will cooperate to adjust the other in the event of an examination, audit or other proceeding regarding the Allocation determined under allocations made pursuant to this Section 11.12.7 to reflect any subsequent adjustments made to the Purchase Price.

Purchase Price Allocation. Within one hundred eighty (180) days The parties agree that the Purchase Price, the Assumed Liabilities, and the Earnout Payment, if any, shall be allocated to the Acquired Assets according to the method set forth on Schedule 2.1(f). As soon as practicable after the Closing, but in no event later than the 60th calendar day after the Closing Date, Buyer Purchaser shall prepare and deliver to Seller shall use their good faith efforts to agree upon a schedule setting forth the proposed allocation of Purchase Price, the Assumed Liabilities, and the Earnout Payment, if any (the “Purchase Price Allocation”). If Seller shall have any objections to Purchase Price Allocation, Seller and Purchaser shall endeavor in good faith to resolve the objections. If Seller and Purchaser cannot otherwise reach agreement concerning the Purchase Price Allocation through good faith negotiations within 30 days of the date of delivery of Purchase Price Allocation Schedule, then the issues in dispute will be submitted to the Expert, for resolution in accordance with procedures identical to those specified in Section 2.1(e). The parties further agree that any subsequent allocation necessary as a result of an adjustment to the consideration to be paid hereunder shall be made in a manner consistent with the agreed-upon Purchase Price Allocation. The parties shall timely file all tax reports, returns and claims and other statements, including IRS Form 8594 or any equivalent statements, in a manner consistent with the agreed-upon Purchase Price Allocation and shall not make any inconsistent written statements on any returns or during the course of any IRS or other Tax audit, except to the extent required by a determination as defined in Section 1313(a) of the Purchase Price (plus Assumed LiabilitiesCode or a comparable provision of state, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body local or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocationforeign law. Each of Buyer and Seller party agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in if the event IRS or any other Governmental Authority proposes a reallocation of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1such amounts.

Purchase Price Allocation. Within one hundred eighty Not later than sixty (18060) days after following the Closing Date, Buyer Purchaser shall prepare and Seller shall use deliver to Sellers for their review and consideration a schedule (the “Allocation Schedule”) allocating the Purchase Price among the various assets comprising the Purchased Assets in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of state or local Tax law) or any successor provision. If Sellers disagree with or raise objections to the Allocation Schedule, Purchaser and Sellers will negotiate in good faith efforts to resolve such objections. If the Parties are able to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed LiabilitiesPrice, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (Purchaser and applicable state Sellers shall report and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594including any amended Tax Returns and claims for refund) consistent with the Allocationsuch mutually agreed Purchase Price allocation, and shall take no position contrary thereto or inconsistent therewith (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or including in any Proceeding audits or examinations by any Taxing authority or any other proceedings). Purchaser 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 Tax that is such allocation, including any required amendments to such forms. If, on the other hand, the Parties are unable mutually to agree upon the manner in any way inconsistent with such Allocation; providedwhich the Purchase Price should be allocated, however, that nothing contained herein Purchaser and Sellers shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out be free to make their own respective allocations of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Purchase Price for Tax deficiency or adjustment by any Governmental Body challenging such Allocationpurposes. Each of Buyer and Seller agrees to provide the other promptly with Notwithstanding any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each provisions of Buyer and Seller shall notify the other this Agreement, in the event the Parties mutually agree upon the allocation of an examinationthe Purchase Price, audit or other proceeding regarding the Allocation determined under provisions of this Section 11.12.7 shall survive the Closing.

Purchase Price Allocation. Within one hundred eighty The Parties shall (180i) days after first allocate to the Closing Datetangible Assets, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) if any, a proportion of the Purchase Price (plus Assumed Liabilitiesand, to the extent properly taken into account under the IRCapplicable Tax Laws, the Assumed Liabilities), equal to the net book value of such Assets as of the Closing Date and (ii) then allocate the balance of the Purchase Price, as adjusted pursuant in clause (i) of this Section, to Section 3.2the intangible Assets. To the extent necessary to file Transfer Tax Returns, the Parties shall 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), among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with the principles of Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations promulgated thereunder and other applicable Tax Laws, which allocation shall be subject to the principles of Section 2.2.42.2.3(a) (such allocation, a “Partial Allocation”). If Buyer and Seller are unable The Purchaser shall deliver to resolve any dispute regarding the other Primary Party a proposed Partial Allocation within such one hundred eighty ten (18010) day period, such dispute shall be resolved promptly by Business Days after the CPA Firm, the costs of which shall be borne equally by Buyer and SellerClosing Date. If the Purchase Price is adjusted pursuant Parties do not reach agreement on a Partial Allocation after negotiating in good faith for a period of ten (10) Business Days from the date upon which the Purchaser delivers to this Agreementthe other Primary Party its proposed Partial Allocation, the Partial Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller submitted to the Accounting Arbitrator, which shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such prepare a final Partial Allocation; provided, however, that nothing contained herein if a different Partial Allocation is required by a Government Entity (including for this purpose an allocation required, approved or authorized pursuant to a Bankruptcy Proceeding), then the Partial Allocation shall prevent Buyer be modified as necessary to be consistent with the required allocation (but in all cases shall be subject to the principles of Section 2.2.42.2.3(a)). Notwithstanding the preceding sentence, if the Parties have not reached agreement on the Partial Allocation and the Accounting Arbitrator has not submitted its determination on or Seller from settling before the date that a Transfer Tax Return is required to be filed with the relevant Tax Authority (giving effect to any proposed valid extensions) pursuant to Section 6.7(b), then such Transfer Tax deficiency Return shall be timely filed in the manner that the Party with primary responsibility for paying the liability associated with such return reasonably determines and shall, upon receiving the Accounting Arbitrator’s later determination and to the extent permitted under applicable Law, promptly file an amended return in accordance therewith. The Parties agree (i) to be bound by the final Partial Allocation accepted by the Parties or adjustment prepared by any Governmental Body based upon or arising out of the AllocationAccounting Arbitrator (as modified to be consistent with the allocation required by a Government Entity, as described above), as applicable, and neither Buyer nor Seller shall be required (ii) to litigate before act in accordance with the allocations contained in such final Partial Allocation for all purposes relating to Transfer Taxes (including the preparation and filing of any court any proposed Transfer Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposesReturns). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.

Purchase Price Allocation. (a) Within one hundred eighty (180) 30 days after the Closing Datedetermination of the Net Working Capital, Buyer shall provide to ASC a proposed allocation of the purchase price for the Purchased ASC Interests (as determined for federal income tax purposes) among the related share of Assets of (i) the Company and Seller shall use their good faith efforts to agree upon the allocation (ii) each Subsidiary that is a disregarded entity for Tax purposes consistent with Treasury Regulation sections 1.751-1 and 1.755-1 (the “Allocation”) of the Purchase Price (plus Assumed LiabilitiesAllocation Schedule”). Within 30 days after its receipt of Buyer’s proposed Purchase Price Allocation Schedule, ASC shall propose to Buyer any changes thereto or otherwise shall be deemed to have agreed thereto. In the extent properly taken into account under event that ASC proposes changes to Buyer’s proposed Purchase Price Allocation Schedule within the IRC)30 day period described above, as adjusted pursuant to Section 3.2Buyer shall, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereundergood faith, consider any comments so received from ASC. If Buyer and Seller ASC are unable to resolve reach agreement as to any dispute regarding the Allocation within such one hundred eighty (180) day periodcomments, such dispute shall be resolved promptly by a nationally recognized accounting firm acceptable to Buyer and ASC, with each of Buyer, on the CPA Firmone hand, and ASC, on the other, bearing and paying one-half of the fees and other costs of which charged by such accounting firm. (b) The Purchase Price Allocation Schedule shall be borne equally by revised to take into account subsequent adjustments to the ASC Equity Purchase Price. Each of ASC and Buyer agree to file all applicable Tax Returns and Seller. If otherwise report their affairs for Tax purposes consistent with the Purchase Price is adjusted pursuant to this AgreementAllocation Schedule, except as otherwise required by applicable Laws or a determination within the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (ameaning of Section 1313(a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Code.

Purchase Price Allocation. Within one hundred eighty The Purchase Price (180and other relevant items) days after will be allocated among the Closing Dateassets of the Company according to Sections 1060 of the Code and the applicable Treasury Regulations. Such allocations, Buyer and Seller shall use their good faith efforts to agree upon the allocation (of any purchase price adjustments, will be prepared consistent with the “Allocation”) methodology set forth on Exhibit 1.4. The Parties have not reached any agreement, nor do they have any mutual intent, regarding the value of any restrictive covenants set forth in Section 5.4, as distinct from goodwill, and accordingly no portion of the Purchase Price (plus Assumed Liabilitiesand other relevant items) will be allocated for federal income tax purposes to such restrictive covenants as distinct from goodwill, to regardless of any such allocation that might be required for financial reporting purposes and regardless of the extent properly taken into account under Parties’ agreement that Buyer has provided adequate consideration in exchange for such restrictive covenants. Within 60 days after the IRC), as adjusted determination of the Purchase Price pursuant to Section 3.21.3, among B▇▇▇▇ will deliver to the Assets Sellers a draft of such allocation for U.S. federal (the Sellers’ review and applicable state and local) income Tax purposes approval. Within 15 days thereafter, the Sellers will deliver to Buyer either a notice accepting the allocation prepared by Buyer, or a notice setting forth in accordance with Section 1060 of the IRC reasonable detail any objections thereto and the Treasury Regulations thereunderbasis for such objections. If the Sellers timely deliver such an objection notice, Buyer and Seller the Sellers will use good faith efforts to resolve such objections. If B▇▇▇▇ and Sellers are unable to resolve any dispute regarding mutually agree on the Allocation within allocation after such one hundred eighty (180) day periodgood faith efforts, such dispute shall the disagreement will be resolved promptly using dispute resolution procedures comparable to those described in Section 1.3(d). Except as otherwise required by Law, no Party or any Affiliate of any Party (including the Company) will take a position that is inconsistent with any allocation agreed to by the CPA FirmParties under this Section 1.3, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted or as determined pursuant to this Agreementthe dispute resolution procedures, without the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out written consent of the AllocationOther Party (which consent will not be unreasonably withheld, and conditioned or delayed); provided that neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocationallocation. Each The Parties will promptly advise each other of Buyer and Seller agrees the existence of any Proceeding related to provide the other promptly with Tax consequences of any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1allocation hereunder.

Purchase Price Allocation. Within one hundred eighty (180) days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the The Purchase Price (plus and the Assumed Liabilities, to the extent properly taken into account under they are considered “amounts realized” for federal income tax purposes, shall be allocated among the IRCPurchased Assets in a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as applicable), which allocation Buyer shall prepare and deliver to Seller as soon as reasonably practicable after the Closing Date, and which allocation Seller shall be permitted to review and provide comments on for a period of 30 days following the date of its receipt. Buyer shall make such revisions to the allocation requested by Seller as are reasonably acceptable to Buyer (as finally determined pursuant to this Section 2.10, the “Allocation”). Buyer and Seller shall negotiate in good faith to resolve any disputes regarding the Allocation. In the event Buyer and Seller cannot reach an agreement with respect to the Allocation, the dispute shall be resolved by mediation, the costs of which will be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. The parties agree that: (a) each party shall follow and utilize the Allocation for all Tax reporting purposes, including reporting the sale and purchase of the Purchased Assets on all applicable Tax Returns and Tax forms in a manner consistent with such Allocation, and none of the parties shall take a position on any Tax Return (including IRS Form 8594), before any Governmental Entity or in any administrative or judicial proceeding that is inconsistent with such Allocation without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed, except as required by Law or (i) any final determination of liability in respect of a Tax that, under applicable Law (including under Section 1313 of the Code), is not subject to further appeal, review, or modification through proceedings or otherwise (including the expiration of a statute of limitations or a period for the filing of claims for refunds, amended returns or appeals from adverse determinations) or (ii) the payment of any Tax by Buyer, Seller, or any of their respective Affiliates, whichever is responsible for payment of such Tax under applicable Law, with respect to any item disallowed or adjusted by a Governmental Entity; provided, that such responsible party determines that no action should be taken to recoup such payment and the other party agrees; (b) the parties shall promptly advise and consult with each other, to the extent legally permissible, regarding or with respect to the existence of any Tax audit, examination, claim for refund, controversy, adjustment or litigation related to the Allocation; and (c) if the Purchase Price is adjusted (including pursuant to Section 3.28.7), among then the Assets for U.S. federal (Allocation shall be amended as mutually agreed upon by Buyer and applicable state and local) income Tax purposes Seller to reflect such adjustment in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunder. If Buyer thereunder and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.12.10.

Purchase Price Allocation. Within No later than one hundred eighty twenty (180120) days after the Closing Date, Buyer and Seller shall use their good faith efforts deliver to agree upon the allocation Company a schedule (the “Allocation”i) of allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), and any adjustments thereto as adjusted pursuant to Section 3.2, among the Assets determined for U.S. federal income tax purposes) between each Seller (or, in the case of a Seller that is an entity that is treated as disregarded for U.S. federal income tax purposes, such Seller’s regarded owner for U.S. federal income tax purposes), and (ii) allocating the Purchase Price (and applicable state any adjustments thereto as determined for U.S. federal income tax purposes) among the Purchased Assets (and localif a Purchased Asset is an equity interest in a Purchased Entity that is classified as a disregarded entity for U.S. federal income tax purposes, the assets of such Purchased Entity) and Assumed Liabilities of such Seller (or such Seller’s regarded owner for U.S. federal income Tax purposes tax purposes) (such schedule, the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA FirmCode, the costs regulations promulgated thereunder, and any similar provision of which applicable Law. The Parties shall be borne equally by Buyer (and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (acause their respective Affiliates to) Buyer and Seller shall file all Tax Returns Returns, including Form 8594 (includingAsset Acquisition Statement under Section 1060 of the Code), but not limited to, IRS Form 8594) in a manner consistent with the Allocation, Allocation Schedule and shall not take (bor permit any of their respective Affiliates to take) neither Buyer nor Seller will take any position inconsistent therewith upon examination of any Tax position before Return, in any Governmental Body or Tax refund claim, in any Proceeding with respect related to Tax that is in any way inconsistent with such Allocation; providedTaxes, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment otherwise unless otherwise required by any Governmental Body based upon or arising out determination within the meaning of Section 1313(a) of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 Code (and comparable provision of state, local, or non-U.S. Laws) or other binding settlement on audit. If any similar forms required for state or local Tax purposes). Each taxing authority disputes the final Allocation Schedule, the Party receiving notice of Buyer and Seller the dispute shall promptly notify the other Party hereto of such dispute and the Parties shall cooperate in good faith in responding to such dispute in order to preserve the event effectiveness of an examination, audit or other proceeding regarding the Allocation determined under Schedule; provided that, subject to the immediately succeeding proviso, nothing in this Section 11.12.07 shall impede the ability of any of the Parties or any of their respective Affiliates to compromise and/or settle any Proceeding relating to the Allocation Schedule.

Purchase Price Allocation. Within one hundred eighty (180) The Parties agree that the Purchase Price will be allocated between the Acquired LLCs and the Acquired Corporations no later than 60 days after the Closing Date, . (a) Buyer and Seller shall use their good faith efforts to agree upon will have the initial responsibility for the timely preparation of the further allocation (the “Allocation”) of the Purchase Price allocated to each of the Acquired LLCs, together with any other amounts properly includable for U.S. federal income Tax purposes (plus Assumed Liabilities, to the extent properly taken and taking into account any appropriate adjustments under the IRCapplicable Law), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes assets of the Acquired LLCs in accordance with the rules under Section 1060 of the IRC Code and the Treasury Regulations promulgated thereunder. (b) Buyer will have the initial responsibility for the timely preparation of the further allocation of the Purchase Price allocated to each of the Acquired Corporations, together with any other amounts properly includable for U.S. federal income Tax purposes (and taking into account any appropriate adjustments under applicable Law), among the assets of the Acquired Corporations (together with the allocation under Section 7.9(a), the “Purchase Price Allocations”) and Internal Revenue Service Form 8883, or the comparable form under applicable state, local or foreign Law, and all supporting statements, schedules, and required information applicable thereto. (c) The Purchase Price Allocations and Internal Revenue Service Form 8883, comparable state, local or foreign forms, statements, schedules and information (together, the “Form 8883”) will be submitted to Seller for its review no later than 90 days prior to the due date of filing. Within 30 days after Seller receives the Purchase Price Allocations and Form 8883, Seller will notify Buyer of any objections or proposed changes. If Seller has no objections or proposed changes or if Seller and Buyer agree on the resolution of all objections or proposed changes, Seller and Buyer will timely file Form 8883 and the relevant attachments with the IRS via certified mail with return receipt requested. If Buyer and Seller are unable fail to resolve agree with respect to any dispute regarding objection or proposed change within 20 days after Buyer receives notice of objection from Seller, then any disputed objection(s) or proposed change(s) will be submitted for resolution to the Allocation Arbiter, which will report its final determination to Buyer and Seller within such one hundred eighty 30 days thereafter, and the Arbiter’s determination as to the appropriateness and extent of changes (180if any) day period, such dispute shall to the Purchase Price Allocations and Form 8883 will be resolved promptly by the CPA Firm, the final and binding. The costs of which shall the Arbiter will be borne equally by Buyer and Seller. If Seller and Buyer shall: (A) be bound by the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer Allocations for purposes of determining any Taxes; (B) prepare and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all their Tax Returns (including, but not limited to, IRS Form 8594) on a basis consistent with the Allocation, Purchase Price Allocations; and (bC) neither Buyer nor Seller will take no position inconsistent with the Purchase Price Allocations on any applicable Tax position Return or in any proceeding before any Governmental Body Authority or otherwise, in any Proceeding with respect to Tax each case, except as otherwise required by Law. In the event that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment the Purchase Price Allocations are disputed by any Governmental Body based upon or arising out Authority, the Party receiving notice of the Allocation, and neither Buyer nor Seller dispute shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other Party, and Seller and Buyer agree to use their Commercially Reasonable Efforts to defend such Purchase Price Allocations in the event of an examination, any audit or other proceeding regarding the Allocation determined under this Section 11.1similar proceeding.

Purchase Price Allocation. Within one hundred eighty (180) Purchaser shall provide Seller with written notice of its proposed allocation of the Purchase Price among the Assets, and any other consideration acquired by Purchaser hereunder for which Purchaser believes that an allocation of the Purchase Price is warranted within 90 days after following the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation Date (the “Proposed Allocation”) ). In the event that Seller disagrees with the Proposed Allocation, Seller shall have 60 days to notify Purchaser that Seller disagrees with such allocation. Seller and Purchaser shall negotiate in good faith for 30 days after that time to reach agreement on the allocation of the Purchase Price (plus Assumed Liabilitiesif agreed to, to a “Final Allocation”). If Purchaser and Seller agree on a Final Allocation, Purchaser and Seller each shall report the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes transaction in accordance with Section 1060 the Final Allocation, and shall not take a position inconsistent with such allocation except with the written consent of the IRC other party, except as may be necessary to resolve a tax audit or other tax controversy or due to the failure of the independent auditor of Purchaser or Seller to accept such valuation, or due to Purchaser discovering (prior to filing its Annual Report on Form 10-K) a change in material facts from what was previously disclosed by Seller. Purchaser and Seller shall complete the Treasury Regulations thereunderinformation required for the IRS e-filing requirements of Form 8594 reflecting such allocation and Purchaser and Seller will take no position with any tax authorities inconsistent with such allocation. If Buyer no Final Allocation is agreed to by Purchaser and Seller, each of Purchaser and Seller are unable to resolve any dispute regarding agree that the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If other may independently allocate the Purchase Price is adjusted pursuant to this Agreement, for all purposes including the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out filing of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examinationReturn, tax audit or other proceeding regarding the Allocation determined under this Section 11.1tax controversy.

Purchase Price Allocation. The Initial Purchase Price and the Assumed Liabilities shall be allocated (i) among the Seller and the Seller Subsidiaries that hold a legal or economic interest in any of the Transferred Assets (collectively, the “V Sellers”) and (ii) among the Transferred Assets in the manner provided in Exhibit F hereto (the “Allocation Schedule”) for all Tax purposes, including for purposes of Section 1060 of the Code and the Treasury Regulations thereunder. Within one hundred eighty (180) 60 days after the Closing Date, Buyer and the Seller shall use their good faith efforts deliver to agree upon the allocation Buyer a draft certificate which shall reasonably allocate the Initial Purchase Price and the Assumed Liabilities among the Transferred Assets in a manner consistent with the Allocation Schedule (the “AllocationAllocation Certificate”) ), for Buyer’s review and consent (not to be unreasonably withheld, conditioned or delayed). Any subsequent allocation necessary as a result of an adjustment to the consideration to be paid hereunder shall be determined by the Seller, subject to Buyer’s review and consent, in a manner consistent with the Allocation Certificate. For all Tax purposes, each of the Purchase Price Seller and the Buyer agrees (plus Assumed Liabilitiesa) to report, and to cause its respective Affiliates to report, the extent properly taken into account transactions contemplated by this Agreement in a manner consistent with the Allocation Certificate and (b) not to take, and to cause its respective Affiliates not to take, any position inconsistent therewith in any Return, Tax filing (including filings required under the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and Code), audit, refund claim or otherwise, unless otherwise required by a change in Law occurring after the Treasury Regulations thereunder. If Buyer and Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day perioddate hereof, such dispute shall be resolved promptly by the CPA Firm, the costs a closing agreement with an applicable Governmental Authority or a final non-appealable judgment of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out a court of the Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1competent jurisdiction.

Purchase Price Allocation. Within one hundred eighty The Parties intend that, for U.S. federal income Tax purposes, the purchase and sale of the Purchased Interests be treated as a purchase and sale of the assets of the Company Group Members. The Purchase Price, plus any other amounts required to be treated as consideration for U.S. federal income Tax purposes, shall be allocated among the assets of the Company Group Members in a manner consistent with Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder. Buyer shall prepare and deliver to Seller a schedule setting forth Buyer’s proposed allocation (180the “Allocation Schedule”) within ninety (90) days after the Closing Date. Seller shall have thirty (30) days to review the Allocation Schedule and either notify Buyer that it is in agreement with such Allocation Schedule or deliver, in writing, any objections that it may have with respect thereto. Buyer and Seller shall use their negotiate in good faith efforts to agree upon resolve any disputes concerning the Allocation Schedule. If any dispute regarding the Allocation Schedule remains unresolved after sixty (60) days following Seller’s delivery of comments on such Allocation Schedule to Buyer, then each of Buyer and Seller shall make its own determination as to the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to contemplated by this Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 of the IRC and the Treasury Regulations thereunder11.2. If Buyer and Seller are unable to resolve any dispute regarding the reach agreement on a final Allocation within such one hundred eighty (180) day periodSchedule, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, including IRS Form 8594) in a manner consistent with the Allocation, final Allocation Schedule and (b) neither Buyer nor Seller will shall take any position (whether on audit, on Tax position before any Governmental Body Returns, or in any Proceeding with respect to Tax otherwise) that is in any way inconsistent with such AllocationAllocation Schedule; provided, however, provided that nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body Entity based upon or arising out of the Allocationsuch Allocation Schedule, and neither Buyer nor Seller shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body Entity challenging such Allocation. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1Schedule.

Purchase Price Allocation. Within one hundred eighty (180) 180 days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under individual assets or classes of assets within the IRC), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with meaning of Section 1060 of the IRC and the Treasury Regulations thereunder. If Buyer and Seller are unable agree to resolve any dispute regarding the Allocation within such one hundred eighty (180) day periodAllocation, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreement, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer and Seller covenant and agree that (a) Buyer the values assigned to the assets by the parties’ mutual agreement shall be conclusive and Seller shall file final for all Tax Returns (includingpurposes, but not limited to, IRS Form 8594) consistent with the Allocation, and (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent with such Allocation and (c) Buyer and Seller shall file all federal, state, local and foreign Tax Returns and IRS Forms 8594 and 8883 (and any similar forms required for state or local Tax purposes) in accordance with the Allocation; provided. Notwithstanding the foregoing, howeverif Buyer and Seller cannot agree to an Allocation, that nothing contained herein shall prevent Buyer or and Seller from settling any proposed covenant and agree to file, and to cause their respective Affiliates to file, all Tax deficiency or adjustment by any Governmental Body based upon or arising out Returns and schedules thereto (including, for example, amended returns, claims for refund, and those returns and forms required under Section 1060 of the AllocationIRC and any Treasury regulations promulgated thereunder) consistent with each of such party’s good faith Allocations, and neither Buyer nor Seller shall be unless otherwise required to litigate before because of a change in any court any proposed Tax deficiency or adjustment by any Governmental Body challenging such AllocationLegal Requirement. Each of Buyer and Seller agrees to provide the other promptly with any other information reasonably required to complete Form 8594 and Form 8883 (and any similar forms required for state or local Tax purposes). Each of Buyer and Seller shall notify the other in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.1.Tax