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 (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. 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 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 Unless Buyer timely elects to structure the transactions contemplated by this Agreement as a G Reorganization in accordance with and pursuant to Article 11, no later than thirty (18030) days after to the Closing Date, the Company shall deliver to Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of a schedule 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) (i) between each Seller and applicable state and local(ii) income Tax purposes among the Purchased Assets (the “Allocation Schedule”); provided, notwithstanding the foregoing, the Company shall timely prepare, subject to consent of Buyer which shall not be unreasonably withheld, any portion of the Allocation Schedule necessary for the Parties to comply with Section 4.07. The Allocation Schedule shall be prepared in accordance with Section 1060 of the IRC Code, the regulations promulgated thereunder, and any similar provision of applicable Law. The Allocation Schedule shall be deemed final unless Buyer notifies the Company in writing that Buyer objects to one or more items reflected in the Allocation Schedule within forty-five (45) Business Days after delivery of the Allocation Schedule to Buyer. In the event of any such objection, Buyer and the Treasury Regulations thereunderCompany shall negotiate in good faith to resolve such dispute. If Buyer and Seller the Company reach an agreement regarding the Allocation Schedule, the Parties shall file all Tax Returns, including Form 8594 (Asset Acquisition Statement under Code Section 1060), in a manner consistent with the Allocation Schedule and shall not take any position inconsistent therewith upon examination of any Tax Return, in any Tax refund claim, in any Action related to Taxes, or otherwise unless otherwise required by applicable Law. If Buyer and the Company are unable to resolve reach a timely resolution of any dispute regarding the Allocation within such one hundred eighty (180) day periodSchedule, such dispute each of the Parties 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 entitled 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 adopt its own 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 11.1Schedule and to report the federal, state and local income and other Tax consequences of the purchase and sale contemplated hereby in a manner consistent with its own position regarding the Allocation Schedule.

Purchase Price Allocation. Within one hundred eighty (180a) 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 (plus any Assumed Liabilities, to Liabilities that are treated as consideration for the extent properly taken into account under Purchased Assets) shall be allocated in the IRCmanner set forth in this Section 2.7 (the “Price Allocation”), as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes . Purchaser 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 approval not later than forty five (45) Business Days after the Closing Date. Seller shall notify Purchaser of its agreement to such proposal or of any modifications it wishes to make to such proposed allocation. If Buyer Seller proposes any modifications, then Seller and Purchaser will attempt to reach agreement on the Price Allocation prior to the due date for the filing of IRS Form 8594. In the event that Purchaser and Seller are unable to resolve agree on the Price Allocation prior to such due date, then each party will separately file an IRS Form 8594. In the event that Purchaser and Seller agree on the Price Allocation (i) each party agrees to 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. Buyer binding on Purchaser and Seller covenant and agree that (a) Buyer and Seller shall file for all Tax Returns reporting purposes, (includingiii) none of Purchaser 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 such Price Allocation. (b) Any indemnification payment treated as an examinationadjustment to the Total Consideration paid for the Purchased Assets under Article III hereof shall be reflected as an adjustment to the consideration allocated to a specific asset, audit or other proceeding regarding if any, giving rise to the adjustment and if any such adjustment does not relate to a specific asset, such adjustment shall be allocated among the Purchased Assets in accordance with the Price Allocation determined under method provided in this Section 11.12.7.

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) The parties agree that the within 60 days after the Closing Date, Buyer and Seller the parties shall use their good faith efforts to agree upon the an allocation (the “Allocation”) of the Purchase Price (plus Assumed Liabilitiesfor federal Income Tax purposes between the Shares and the Assets, provided that the amount allocated to the extent properly taken into account under Assets shall not be in excess of the IRCamount set forth on Schedule 7.05(b)(i), as adjusted . The portion of the Purchase Price allocated to the Assets pursuant to Section 3.2, the foregoing sentence shall be allocated for federal Income Tax purposes among the Assets for U.S. federal (and applicable state and local) income Tax purposes in accordance with Section 1060 such agreement (“Asset Allocation”). The “aggregate deemed sale price” within the meaning of the IRC U.S. Treasury Regulations under Section 338(h)(10) shall be allocated among the assets of Consulting in accordance with Schedule 7.05(b)(ii) (the “Section 338 Allocation”). The Asset Allocation and the Treasury Regulations thereunder. If Section 338 Allocation determined in accordance with the procedures set forth in this Section 7.05(b) shall be conclusive and binding upon the 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 Sellerrelevant Shareholders. If the Purchase Price is adjusted pursuant to this Agreement, the The Section 338 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, used in preparing 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 under state or local Tax purposesLaw). Each The parties agree to file and agree to cause the Company to file all federal, state, local and foreign Tax Returns in accordance with the Asset Allocation and Section 338 Allocation (as originally proposed or as revised in accordance with this Agreement, as the case may be) and, except as required pursuant to a final determination (as defined in Section 1313(a) of Buyer the Code or corresponding provisions of state or local Law), not to take, or cause to be taken, any action that would be inconsistent with such Section 338 Allocation or Asset Allocation in any Tax Return, audit, litigation or otherwise. Any payment treated as an adjustment to purchase price of the Shares or the Assets shall be reflected as an adjustment to the price allocated to a specific asset, if any, giving rise to the adjustment and Seller if any such adjustment does not relate to a specific asset, such adjustment shall notify be allocated among the other Shares and the Assets in accordance with the event of an examination, audit or other proceeding regarding the Allocation determined under price allocation methodology provided in this Section 11.17.05(b).

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 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 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 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 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 (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 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 thirty (18030) days after following the Closing Datereceipt by Seller of the Final Net Working Capital and the Final Cash Amount from Buyer, Buyer or such later time as mutually agreed by Seller and Buyer, Seller shall use their prepare and provide to Buyer for review and comment a draft schedule for income Tax purposes allocating the Base Cash Purchase Price, the applicable liabilities of the Company and the Subsidiaries (other than the Galveston Subsidiaries), and any other relevant items including the Consideration Shares (collectively, the “Purchase Price”) among (i) the interests in the Subsidiaries and (ii) the assets of the Subsidiaries (other than the Galveston Subsidiaries) (the “Purchase Price Allocation”). Buyer shall provide Seller with written comments, if any, to the draft Purchase Price Allocation within thirty (30) days of receipt by Buyer. Seller and Buyer shall cooperate in good faith efforts to resolve any differences and agree upon the allocation (the “final Purchase Price Allocation”) of . The parties hereto shall use the Purchase Price (plus Assumed LiabilitiesAllocation for all reporting purposes with respect to federal, 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 local Taxes. The parties shall cooperate in accordance connection with the preparation of, and shall timely file, any forms required to be filed under Section 1060 of the IRC Code and any corresponding provision of state or local Tax law. Each of the Treasury Regulations thereunder. If Buyer parties agrees to prepare 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 towithout limitation, IRS Form 8594for purposes of Section 1060 of the Code) consistent 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 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 Purchase Price 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 promptly inform one another of any challenge by any Governmental Entity to the other in Purchase Price Allocation and shall consult and keep one another informed with respect to the event of an examinationstatus of, audit and any discussion, proposal or other proceeding regarding the Allocation determined under this Section 11.1submission with respect to, such challenge.

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 (180i) days after the Closing Date, The Buyer and the Seller shall use their good faith efforts to agree upon have prepared an estimated allocation of the allocation Estimated Purchase Price among each of the assets of the Company Group for applicable Income Tax purposes, which is attached hereto as Exhibit D (the “AllocationAllocation Statement”) of the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant which Allocation Statement is intended to Section 3.2, among the Assets for U.S. federal (and applicable state and local) income Tax purposes be in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate). Any adjustments after the Closing to the Estimated Purchase Price shall be made consistent with the Allocation Statement. (ii) Notwithstanding this Section 7.4(d), the parties hereto agree that the allocation pursuant to the Allocation Statement shall be further adjusted to reflect any indemnification payments made pursuant to Article 8 that are treated as additional purchase price pursuant to Section 8.11 and the release of any portion of the Indemnity Escrow Amount that is paid to the Seller pursuant to Section 8.12, in a manner consistent with the allocation agreed upon pursuant to Section 7.4(d) and Section 1060 of the Code and the Treasury Regulations thereunder. If Buyer . (iii) Each of the parties hereto and Seller are unable to resolve any dispute regarding 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 Allocation within such one hundred eighty Statement, and (180B) day periodtake no position in any Tax Return, Tax Contest, proceeding or otherwise that is inconsistent with the Allocation Statement, as finally determined pursuant to this Section 7.4(d). In the event that any of the allocations set forth in the Allocation Statement are disputed by any Taxing Authority, the party 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 party 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 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 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 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 one hundred eighty (180) Purchaser shall, within 90 days after the Closing Date, Buyer prepare and Seller deliver to Sellers for their consent (which consent shall use their good faith efforts to agree upon the allocation (the “Allocation”not be unreasonably withheld, delayed or conditioned) of a schedule allocating the Purchase Price (plus Assumed Liabilities, and any other items that are required for federal income tax purposes to be treated as part of the Purchase Price) among the Purchased Assets in a manner consistent with the principles set forth in Schedule 2.7 (the “Allocation Schedule”). If Sellers raise any objection 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 Allocation Schedule within 30 days of the IRC receipt thereof, Purchaser and the Treasury Regulations thereunderSellers shall negotiate in good faith to resolve such objection(s). If Buyer Sellers and Seller Purchaser are unable to resolve any dispute regarding agree on the Allocation Schedule within such one hundred eighty (180) day period180 days following the Closing Date, such dispute shall then any remaining disputed matters will be resolved promptly finally and conclusively determined by the CPA FirmIndependent Accounting Firm in the manner set forth in Section 3.2(d), the costs cost of which shall be borne shared equally by Buyer Sellers and SellerPurchaser, and the Independent Accounting Firm shall be required to follow the principles set forth in Schedule 2.7. If Sellers and Purchaser shall promptly advise each other of the existence of any Tax audit, controversy or litigation related to such allocation hereunder, and shall each file its respective Tax Returns (including IRS Form 8594) in accordance with the Allocation Schedule and shall not take any position on any Tax Return or during the course of any audit or other proceeding that is inconsistent therewith, unless otherwise required by a Tax Authority. Such allocation shall be adjusted in a manner consistent with the Allocation Schedule in the case of any adjustment to 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 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) The Buyer will prepare and deliver to the Sellers, within 150 days after the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the an 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 3.2this Agreement, and including a proportionate share of any Liabilities of the Acquired Companies and the domestic Subsidiaries immediately following the Closing), among each of the Assets for U.S. federal (assets of the Acquired Companies and applicable state and local) income Tax purposes the domestic Subsidiaries 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 allocation methodology set forth in Exhibit H (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 as 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 “Purchase Price 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 The Sellers shall notify the other Buyer in writing of any comments to such Purchase Price Allocation no later than thirty (30) days after receipt of the Purchase Price Allocation from the Buyer, and the Buyer shall consider in good faith any revisions to such Purchase Price Allocation. If the Sellers do not provide the Buyer with any comments within such period, the Purchase Price Allocation provided to the Sellers by the Buyer shall be treated by all parties as the agreed upon Purchase Price Allocation for all applicable purposes. Any subsequent adjustments to the Purchase Price shall be reflected in the event Purchase Price Allocation hereunder in a manner consistent with this Section 10.9. Unless otherwise required by Applicable Law, none of an examinationthe Parties will take or cause to be taken, audit any position or other proceeding regarding action inconsistent with the Purchase Price Allocation determined under this Agreement for any Tax reporting purpose, upon examination of any Tax Return, in any refund claim, or in any litigation, investigation, or otherwise, unless otherwise required by a “determination” (within the meaning of Section 11.11313(a) of the Code or any similar provision of other Applicable Law).

Purchase Price Allocation. Within one hundred eighty (180) days after the Following each Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the prepare an allocation (the “Draft Allocation”) of the applicable 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 and any other items constituting consideration for U.S. federal (and income tax purposes among the applicable state and local) income Tax purposes Project Holding Company’s assets in accordance with Section 1060 of the IRC Code. Seller shall provide Buyer with any information reasonably requested to prepare each Draft Allocation, and Buyer shall furnish Seller with a copy of each Draft Allocation. Seller shall provide any objections to any Draft Allocation to Buyer within fifteen (15) days after the receipt thereof, and the Treasury Regulations thereunderParties will negotiate in good faith to resolve such objection(s). If Seller and Buyer and Seller are unable reach an agreement with respect to resolve any dispute regarding the Draft Allocation within (each such one hundred eighty (180) day periodagreed allocation, such dispute shall be resolved promptly by the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the a “Purchase Price is adjusted pursuant to this AgreementAllocation”), the (i) Seller and Buyer shall report consistently with such Purchase Price 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, including IRS Form 8594) consistent , which Buyer, Seller, or any Affiliate shall timely file with the AllocationIRS, and (b) neither Buyer nor Seller will none of Seller, Buyer, or any Affiliate shall take any Tax position before any Governmental Body or in any Proceeding with respect to Tax Return 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 Purchase Price Allocation, and neither Buyer nor Seller shall be as adjusted, in each case, unless required to litigate before any court any proposed Tax deficiency or adjustment do so by any Governmental Body challenging such Allocation. Each a Final Determination and (ii) each of Seller and Buyer and Seller agrees agree to provide the promptly advise each 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 11.1existence of any Tax audit, controversy or litigation related to such Purchase Price Allocation.

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 (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 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 forty-five (18045) days after following the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) determination of the final Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under the IRC), as adjusted pursuant to Section 3.2, Buyer shall provide the Sellers’ Representative with an allocation of the Purchase Price among the Assets for U.S. federal (and applicable state and local) income Tax purposes prepared in accordance with Treasury Regulations Section 1060 1.1060-1 and IRS Form 8594 (the “Purchase Price Allocation”). The Sellers’ Representative shall notify the Buyer within thirty (30) days after the receipt of the IRC Purchase Price Allocation if the Sellers’ Representative considers the Purchase Price Allocation to be inconsistent with Treasury Regulations Section 1.1060-1 (and any similar provisions of state, local or foreign law, as appropriate), and the Treasury Regulations thereunder. If Buyer and Seller are unable Parties shall use good faith efforts to resolve any dispute regarding such inconsistencies. To the Allocation within such one hundred eighty (180) day period, such dispute shall be resolved promptly by extent the CPA Firm, the costs of which shall be borne equally by Buyer and Seller. If the Sellers’ Representative reach mutual and final agreement upon the Purchase Price is adjusted pursuant Allocation, then the Parties and their respective Affiliates shall file, or cause to this Agreementbe filed, all Tax Returns consistent with the Allocation Purchase Price Allocation, and no such Person shall take any income Tax position inconsistent with such Purchase Price Allocation; provided, however, that if the Buyer and the Sellers’ Representative do not reach mutual and final agreement upon the Purchase Price Allocation, neither the Buyer nor the Sellers’ Representative nor any of their respective Affiliates shall be adjusted as mutually agreed bound by Buyer the Purchase Price Allocation and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall each such Person may file all Tax Returns (including, but not limited to, IRS Form 8594) consistent 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 Allocationits own allocation; providedprovided further, however, that nothing contained herein shall prevent Buyer or Seller any Person from settling any proposed Tax deficiency or adjustment by any Governmental Body Authority based upon or arising out of the Purchase Price Allocation, and neither Buyer nor Seller no Person shall be required to litigate before any court any proposed Tax deficiency or adjustment by any Governmental Body Authority challenging such Purchase Price 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 Each of Seller and Buyer agree to allocate the Purchase Price according to the methodology set forth in Exhibit H. Buyer shall prepare a draft of the allocation (180and any subsequent payments under Section 2.05 (the “Allocation”) and shall deliver such draft Allocation to Seller no later than ninety (90) days after the Closing Date, Buyer and Seller shall use their good faith efforts . The Allocation is intended to agree upon comply with the allocation (the “Allocation”) requirements 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 Code. For a period of thirty (30) days after B▇▇▇▇ provides the draft Allocation to Seller, Seller shall have the opportunity to review and comment on the Treasury Regulations thereunderdraft Allocation, and Buyer shall incorporate any reasonable comments provided by Seller in writing. If Seller and Buyer will not, and will cause their respective Affiliates not to, take a position in any forum that is inconsistent with the Allocation, including taking an inconsistent position on any Tax Return, before any Taxing Authority or in any Tax Proceedings. Each of Seller are unable to resolve any dispute regarding the Allocation within such one hundred eighty and Buyer shall (180) day period, such dispute and if applicable 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 cause their respective Affiliates to): (a) Buyer prepare and Seller shall file all their respective Tax Returns (including, but not limited to, IRS Form 8594) that are filed after the Effective Date on a basis consistent with the Allocation, and ; (b) neither Buyer nor Seller will take no position inconsistent with the Allocation in any Tax position before any Governmental Body or Proceeding unless otherwise required by Applicable Law; and (c) use commercially reasonable efforts to defend the Allocation in any Proceeding with respect Tax Proceeding, unless otherwise required as a result of a change in Applicable Law. The Allocation provided for herein may be adjusted from time 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 time as required by any Governmental Body based upon or arising out Section 1060 of the Allocation, Code for any subsequent payments under Section 2.05. Such adjustment will be allocated in a manner consistent with the final 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 Section 1060 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 (180) days after the Closing Date, The Buyer and Seller shall use their good faith efforts to agree upon the prepare a preliminary 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 Juicy Global IP Assets for U.S. federal (and applicable state and local) income Tax purposes the assets of the Company, in each case in accordance with Section 1060 of the IRC Code and the Treasury applicable Regulations thereunderor comparable provisions for state, local and foreign Tax Law (together, the “Allocation”). If The Buyer and Seller are unable to resolve any dispute regarding shall forward a draft of the Allocation within such one hundred eighty to the Seller for the Seller’s review and comment no later than seventy-five (18075) day period, such dispute shall be resolved promptly by days following the CPA Firm, the costs of which shall be borne equally by Buyer and SellerClosing Date. If the Seller disputes any item on the Allocation, it shall notify the Buyer of such disputed item (or items) and the basis for its objection in writing, and the Buyer shall consider such objection in good faith (and if the Buyer rejects such objection, it shall notify the Seller of such rejection and the basis for its rejection in writing) before finalizing the Allocation (the “Final Allocation”). If the Buyer assigns the right to acquire the Juicy Global IP Assets to an Affiliate that is not a “United States person” (as defined in Section 7701(a)(30) of the Code), the Parties shall agree on the allocation of the Purchase Price is adjusted pursuant between the Juicy Global IP Assets, on the one hand, and the Company Shares, on the other hand, prior to this Agreementthe Closing Date, and the Allocation and the Final Allocation shall be adjusted as mutually agreed by consistent with such allocation. The Buyer and Sellerthe Seller and their respective Affiliates shall be bound by the Final Allocation for all Tax purposes. The Buyer and Seller covenant and agree that (a) Buyer and the Seller shall file file, and shall cause their respective Affiliates, to file, all Tax Returns (including, but not limited to, IRS Form 8594) in a manner consistent with the Allocation, Final Allocation and (b) neither Buyer nor Seller will shall take any Tax no 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 contrary thereto unless required to litigate before any court any proposed Tax deficiency do so by applicable Law 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 11.1a final determination.

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. 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 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) 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

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 (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 and twenty (180120) calendar days after the Closing DateClosing, the Buyer and shall provide the Seller shall use their good faith efforts to agree upon with an allocation setting forth 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 and other relevant items) for U.S. federal (and applicable state and local) income Tax tax purposes among the Purchased Assets in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderpromulgated thereunder (the “Allocation”). The Seller shall have thirty (30) calendar days to object in writing to the Allocation, after which time (if no such objection is made) the allocation shall be final (the “Final Allocation”). If the Seller provides written notice to the Buyer prior to the end of such period that it objects to the Allocation, and the Buyer and the Seller are unable to resolve any dispute regarding cannot agree on the Allocation within twenty (20) calendar days of the provision of such one hundred eighty (180) day periodnotice, such dispute shall be resolved promptly settled by the CPA Independent Accounting Firm, after which time the allocation determined by the Independent Accounting Firm shall become the Final Allocation. The costs and expenses of which the Independent Accounting Firm or appraisal firm shall be borne shared equally by Buyer between the Seller and Sellerthe 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 none of the Parties shall take a position on any Tax Return (including IRS Form 8594), before any Governmental Entity or in any Litigation that is inconsistent with the Final Allocation, except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code; (b) they shall cooperate with each other in connection with the preparation, execution and Seller shall file timely filing of all Tax Returns related to the Final Allocation; and (includingc) they shall promptly advise each other regarding the existence of any tax audit, but not limited tocontroversy or Litigation related to any item provided in the Final Allocation. Any adjustments to the purchase price that occur following the determination of the Final Allocation, IRS Form 8594) shall, subject to Section 8.8, be allocated among the Purchased Assets in a manner consistent with the methodology and valuations used in determining the Final 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 Date, Buyer and Seller shall use their good faith efforts to Sellers agree upon that all amounts properly treated as purchase price for 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 Shares for U.S. federal (and applicable state and local) income Tax purposes shall be allocated among the assets of the Company and its Subsidiaries in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderpromulgated thereunder (the “Asset Allocation”). If Buyer shall prepare a proposed Asset Allocation and Seller are unable deliver it to Sellers within ninety (90) days after the Closing Date for the review and comment of Sellers. Sellers and Buyer shall use reasonable efforts to resolve any dispute regarding disputed items on such proposed Asset Allocation, provided that if Sellers and Buyer cannot come to a mutual agreement on the Asset Allocation, the matter shall be resolved in accordance with substantially identical procedures as set forth for the resolution of disputes in Section 1.04(c). Buyer shall prepare and deliver to Sellers from time to time revised copies of the Asset Allocation within to reflect any adjustment to the Purchase Price hereunder, and such one hundred eighty revised Asset Allocation shall be subject to the same review process as described in the preceding sentence. No party hereto shall take any position inconsistent with the Asset Allocation (180as finally determined) day periodon any applicable Tax Return unless otherwise required pursuant to a determination (as defined in Section 1313(a) of the Code) of a Tax Authority. In the event the final Asset Allocation is disputed by any Governmental Body, the party receiving notice of such dispute shall be resolved promptly by notify the CPA Firmother, and the costs of which Sellers and Buyer shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant consult in good faith as 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) how to resolve such dispute in a manner 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 11.1allocation.

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 (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 (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. (a) Within one hundred eighty sixty (18060) days after the Closing Date, Buyer Purchaser shall provide to Company a draft purchase price allocation (the “Price Allocation”), which shall be prepared in a manner consistent with Section 1060 of the Code and Seller the regulations promulgated thereunder. Purchaser and Company expect that the aggregate value allocable to furniture, fixtures and equipment in such Price Allocation shall be approximately $600,000. Company shall propose to Purchaser any changes to the draft Price Allocation within thirty (30) days of the receipt thereof. If any such changes are proposed, Company and Purchaser shall negotiate in good faith and shall use their good faith reasonable efforts to agree upon the allocation final Price Allocation. Notwithstanding the foregoing, if Company and Purchaser cannot agree upon a final Price Allocation, Company and Purchaser covenant and agree to file and cause their respective Affiliates to file, all Tax Returns (the “Allocation”) of the Purchase Price (plus Assumed Liabilitiesincluding amended returns, to the extent properly taken into account claims for refund and those returns and forms 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 Code and the any applicable 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 8594regulations) consistent with each of Company’s and Purchaser’s good faith allocations, unless otherwise required by law. Company and Purchaser agree to act in accordance with the Price Allocation, if agreed to by both Company and Purchaser, or in accordance with their respective good faith allocations, if Company and Purchaser do not agree to the Price Allocation, for all purposes and agree not to take any position on any Tax Return inconsistent therewith, and to conduct any audit, Tax proceeding or Tax litigation relating thereon in a manner consistent therewith. (b) neither Buyer nor Seller will take any Tax position before any Governmental Body or in any Proceeding with respect Any indemnification payment treated as an adjustment 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 total consideration paid for the Acquired Assets under Section 9.2 shall be required reflected as an adjustment to litigate before the consideration allocated to a specific asset, if any, giving rise to the adjustment and if any court any proposed Tax deficiency or such adjustment by any Governmental Body challenging does not relate to a specific asset, such Allocation. Each of Buyer and Seller agrees to provide adjustment shall be allocated among the other promptly Acquired Assets in accordance 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 Price Allocation method provided in the event of an examination, audit or other proceeding regarding the Allocation determined under this Section 11.12.6.

Purchase Price Allocation. Within one hundred eighty ninety (18090) days after of the Initial Closing Date, the Buyer shall prepare (or cause to be prepared) and Seller shall use their good faith efforts to agree upon submit for Seller’s review an allocation of the allocation Initial Closing Cash Consideration and any assumed liabilities, costs and other items included in “consideration” for purposes of Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate) (the “AllocationSection 1060 Consideration”) ), which shall be allocated among the assets of BrandCo based on the fair market values of the Purchase Price (plus Assumed Liabilities, to acquired assets as of the extent properly taken into account under the IRC)Initial Closing Date, as adjusted pursuant to Section 3.2, among the Assets for U.S. federal (determined and applicable state and local) income Tax purposes allocated in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunder. The Seller shall timely deliver all such documents and other information as the Buyer may reasonably request in preparing such allocation. Buyer shall deliver such allocation to the Seller within ninety (90) days after the Initial Closing Date. If within thirty (30) days following receipt, the Seller has not notified the Buyer in writing of its disagreement with such allocation, such allocation shall be final and binding. If within such 30-day period the Seller so notifies the Buyer, the Seller and Buyer shall endeavor to resolve such disagreement and, if they are able to do so, shall make such revisions to the allocation to reflect such resolution, which shall be final and binding. If the Seller and Buyer are unable to resolve any dispute regarding the Allocation within such one hundred eighty (180) day perioddispute, such dispute shall be resolved promptly by Independent Accountant in accordance with the CPA Firm, procedure set forth in Section 2.4(e). The Seller and the costs of which shall be borne equally by Buyer and Seller. If the Purchase Price is adjusted pursuant to this Agreementtheir Affiliates shall report, the Allocation shall be adjusted as mutually agreed by Buyer act, and Seller. Buyer and Seller covenant and agree that (a) Buyer and Seller shall file all Tax Returns (including, but not limited to, IRS to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with any such final and binding allocation, as determined by agreement by ▇▇▇▇▇ and Seller, or based on resolution of any dispute by the Allocation, and (b) neither Independent Accountant. Neither the Seller nor the Buyer nor Seller will 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 any 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 allocation 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 (180a) days after The Purchase Price shall be allocated among the Closing Date, Buyer and Seller shall use their good faith efforts to agree upon Shares in the manner set forth on Schedule 1.7(a) hereto. The parties acknowledge that such allocation (the “Allocation”) of the Purchase Price has been negotiated by them at “arms-length” and that Buyer and Sellers shall be bound by such allocation for all Tax purposes, shall not take any position (plus Assumed Liabilitieswhether on audits, Tax Returns, before any Governmental Entity or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (“Taxing Authority”) or otherwise) that is inconsistent with such allocation, shall utilize such allocation in any and all Tax filings made by such parties. In the event that the allocation set forth in Schedule 1.7(a) is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other parties, and both Sellers and Buyer agree to use their commercially reasonable efforts to defend such allocation in any audit or similar proceeding. (b) If the extent properly taken into account Buyer determines that it wishes to make one or more elections under Section 338 of the IRCInternal Revenue Code of 1986, as amended (the “Code”) (such election, the “Section 338 Election”) with respect to any of the Acquired Companies (including the Section 338(h)(10) Election contemplated by Section 4.4(g)), as adjusted pursuant the parties will agree to use the purchase price allocation set forth on Schedule 1.7(b) (the “Section 3.2338 Allocation”) which will be in a manner consistent with sections 338 and 1060 of the Code and the regulations thereunder. The parties acknowledge that the Section 338 Allocation has been negotiated by them at “arms-length” and that Buyer and Sellers shall be bound by the Section 338 Allocation for all Tax and financial accounting purposes, among shall not take any position (whether on audits, Tax Returns, before any Taxing Authority or otherwise) that is inconsistent with the Assets for U.S. federal Section 338 Allocation, shall utilize the Section 338 Allocation in any and all Tax filings made by such parties and shall complete their respective Internal Revenue Service (and applicable state and local“IRS”) income Tax purposes Forms 8594 in accordance with the Section 1060 338 Allocation. In the event that the Section 338 Allocation is disputed by any Taxing Authority, the party receiving notice 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 parties, and both the Sellers and Buyer agree to use their commercially reasonable efforts to defend the Section 338 Allocation 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 Not later than seventy-five (18075) days after the Closing Date, Buyer the Sellers shall prepare and Seller shall use their good faith efforts deliver to agree upon the Purchaser a draft allocation schedule (the “Allocation1060 Allocation Schedule”) of pursuant to which the Purchase Price and the Assumed Liabilities (plus Assumed Liabilitiesany other relevant items, and subject 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 appropriate adjustments in accordance with Section 1060 of the IRC Code) (such amount, as adjusted, the “Total Consideration”) shall be allocated among the Acquired Assets for all applicable Tax purposes in a manner consistent with Section 1060 of the Code and the Treasury Regulations 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 The Parties agree that for purposes of such allocation and all other applicable Tax purposes, (a) Buyer and Seller the Put Option Fee shall file all Tax Returns (includingbe treated as option premium and, but not limited toin the event the Put Option is exercised, IRS Form 8594) consistent with shall be a reduction in the AllocationTotal Consideration, and (b) neither Buyer nor Seller will take the consideration allocable to the Purchased Equity Interest shall include only cash, and not any portion of the DUS Note, the Dynex ▇▇▇▇▇▇ Mae Note, the Dynex ▇▇▇▇▇▇▇ Mac Note, or the Holdback Note. Promptly following such delivery, the Parties shall in good faith work to resolve any disagreements and to finalize a mutually agreeable 1060 Allocation Schedule, which shall be, if so mutually agreed, final and binding on the Parties. To the extent the 1060 Allocation Schedule becomes final and binding on the Parties, all Tax position before any Governmental Body or in any Proceeding with respect to Tax that is in any way inconsistent Returns filed by the Purchaser and Sellers shall be prepared consistently with such Allocation; providedallocation. If no mutual agreement is reached within sixty (60) days, howeverthen the 1060 Allocation Schedule shall not be binding on either party. The 1060 Allocation Schedule may be modified, that nothing contained herein shall prevent Buyer or Seller from settling as agreed to by the Parties, to reflect any proposed Tax deficiency or adjustment by any Governmental Body based upon or arising out of adjustments 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 11.1Total Consideration.

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 (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 (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 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 (180) days As soon as practicable after the Closing Datedate hereof but prior to the Closing, Buyer and Seller Purchaser shall deliver to the Company a written estimate of allocation of the Purchase Price among the Harv▇▇ ▇▇▇ertainment Assets. The parties shall use their reasonable good faith efforts to mutually agree upon the a final allocation (the “Allocation”) schedule of the Purchase Price and the Assumed Liabilities among the Harv▇▇ ▇▇▇ertainment Assets, recognizing that the overwhelming preponderance of the value of the Harv▇▇ ▇▇▇ertainment Assets is in the intellectual property assets and the Assigned Receivables being purchased by Purchaser hereunder. If the parties fail to reach agreement on the final allocation schedule, the parties shall engage an appraisal firm to determine such final allocation schedule (plus Assumed Liabilities, which determination shall be binding on the parties). Purchaser and Sellers will each make available to the extent properly taken into account under the IRC)appraisal firm such personnel and such information, books and records 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 may be resolved promptly reasonably required by the CPA Firm, the costs appraisal firm to make its final allocation. The cost of which any appraisal shall be borne equally by Buyer between Purchaser, on the one hand, and SellerSellers, on the other. 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 (a) Buyer the final allocation schedule shall be consistent with and Seller shall governed by Section 1060 of the Internal Revenue Code (including IRS Form 8594 or any other forms and reports required to be filed pursuant to Section 1060 of the Internal Revenue Code or any comparable provision of state, local or foreign law for filing by each) and (b) each party will file all Tax Returns and determine all Taxes (including, but not limited towithout limitation, IRS Form 8594for purposes of Section 1060) consistent in accordance with the Allocationand based on such final allocation, and (b) neither Buyer nor Seller will take any position that is inconsistent therewith upon examination of any Tax position before any Governmental Body or Return, in any Proceeding with respect to Tax that is refund claim, in any way inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent Buyer litigation 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 11.1otherwise.

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 after the Closing Date, Seller and Buyer and Seller shall use their good faith efforts to agree upon the allocation (the “Allocation”) of allocate the Purchase Price (plus Assumed Liabilities, and any assumed obligations or other items required to the extent properly taken into account under the IRC), be treated as adjusted pursuant to Section 3.2, purchase price for U.S. federal income 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 and Code, 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 SellerSchedule. Buyer and Seller covenant also shall allocate and report any adjustments to the Purchase Price in accordance with Treasury Regulations Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of the allocation pursuant to this Section 6.4(i). Buyer and Seller further acknowledge and agree that (a) Buyer and Seller shall they will file all Tax Returns and related forms (including, but not limited to, including IRS Form 8594) consistent in accordance with the Allocationthis Section 6.4(i), and (b) neither Buyer nor Seller will not make any inconsistent statement or take any inconsistent position on any Tax position before any Governmental Body or Return, in any Proceeding with respect refund claim or during the course of any Tax Proceeding, except as otherwise required pursuant to Tax a “determination” within the meaning of Section 1313(a) of the Code. Each Party will notify the other if it receives notice that the IRS proposes any allocation that is different from the allocation contemplated in any way inconsistent with such Allocationthis this Section 6.4(i); provided, however, that the Parties acknowledge and agree that (i) Buyer’s cost for the Assets may differ from the total amount allocated under this Section 6.4(i) to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the amount so allocated, (ii) the amount realized by Seller may differ from the total amount allocated under this Section 6.4(i) to reflect transaction costs that reduce the amount realized for federal income tax purposes, (iii) nothing contained herein shall prevent Buyer or Seller from settling any proposed Tax deficiency or adjustment by any Governmental Body Taxing Authority based upon or arising out of the AllocationAllocation Schedule, and (iv) neither Seller nor any of their Affiliates nor Buyer nor Seller shall or any of its Affiliates will be required obligated to litigate before any court any proposed Tax deficiency or adjustment challenge to such allocation of the Purchase Price 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 11.1Taxing Authority.

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) 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 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 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 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 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 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 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 (180) days after the Closing Date, Buyer Purchaser and Seller shall use their good faith efforts to agree upon that the allocation (the “Allocation”) of the Final Closing Date Purchase Price (plus Assumed Liabilities, to the extent properly taken into account other relevant items required under the IRC)Code, as adjusted pursuant to Section 3.2, including any liabilities of the Companies) will be allocated among the Assets for U.S. federal (and applicable state and local) income Tax purposes such Company’s assets in accordance with Section 1060 of the IRC Code and the Treasury Regulations thereunderregulations thereunder and consistent with this Section 10.5. Seller will deliver its calculation of such allocation to Purchaser within sixty (60) days after the final determination of the Final Closing Date Purchase Price (the “Allocation”). In the event that Purchaser objects to the Allocation, Purchaser shall notify Seller of its objection to the Allocation within thirty (30) days of the receipt of the Allocation and the Parties will endeavor in good faith over the next fifteen (15) days to resolve such dispute. If Buyer and Seller the Parties are unable to resolve any such dispute regarding the Allocation within such one hundred eighty fifteen (180) day 15)-day period, the Parties shall submit the dispute to the Tax Referee, which will promptly determine those matters in dispute (based on written presentations from the Parties and not based on its independent review) and will render a written report as to the disputed matters (the matters determined by such dispute shall be resolved promptly Tax Referee, together with those matters that were agreed by the CPA FirmParties, the “Agreed Allocation”). The costs and expenses of which shall the Tax Referee will be borne equally split evenly by Buyer Purchaser and Seller. If the Purchase Price is adjusted pursuant to this AgreementPurchaser, the Allocation shall be adjusted as mutually agreed by Buyer and Seller. Buyer Companies and Seller covenant and agree that (a) Buyer and Seller shall will file all any Tax Returns (including, but not limited to, IRS Form 8594) and any other governmental filings on a basis consistent with the Agreed Allocation, and (b) neither Buyer . Neither Purchaser nor Seller nor any of their respective Affiliates will 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; 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 Agreed Allocation 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.