Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. Promptly after the Closing Date, Buyer and Seller shall jointly retain Opportune LLP (the “Allocation Firm”) to prepare the allocation of the Purchase Price, the liabilities of the Company and any other amounts treated as consideration for U.S. federal income tax purposes among the Company Assets for Tax purposes in a manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder (“Purchase Price Allocation”). In connection therewith, Buyer and Seller shall enter into an engagement letter with the Allocation Firm, the terms of which shall be mutually agreed upon by Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation with Seller and Buyer prior to delivery of the Purchase Price Allocation. Seller and Buyer agree to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, in the manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Allocation, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price Allocation.

Purchase Price Allocation. Promptly after (a) The allocation of the purchase price between the Sold Shares, as adjusted pursuant to this Section 2.6 (the “Purchase Price Allocation Statement”), shall be prepared in accordance with the methodology agreed to by the parties and set forth on Section 2.6(a) of the Buyer Disclosure Schedule. No later than two (2) Business Days prior to the Closing Date, Buyer shall prepare and deliver to Seller shall jointly retain Opportune LLP an estimated allocation of the purchase price between the Sold Shares, as adjusted pursuant to this Section 2.6 (the “Purchase Price Allocation FirmStatement”) to prepare the allocation of the Purchase Price), the liabilities of the Company and any other amounts treated as consideration for U.S. federal income tax purposes among the Company Assets for Tax purposes prepared in a manner consistent with the principles of Sections 1060 methodology agreed to by the parties, reflecting the allocation of the Code and the U.S. Treasury Regulations thereunder (“Estimated Purchase Price Allocation”)between the Sold Shares. In connection therewithOn the Determination Date, Buyer and Seller shall enter into an engagement letter with the Allocation Firm, the terms of which shall be mutually agreed upon by Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such deliver a final Purchase Price Allocation Statement, prepared in a manner consistent with the methodology agreed to by the parties, reflecting the allocation of the Final Purchase Price between the Sold Shares. (b) Seller and Buyer shall work in good faith to resolve any disputes relating to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare the final Purchase Price Allocation in reasonable consultation with Statement. If Seller and Buyer prior are unable to agree to such allocation within thirty (30) days of the delivery of the Purchase Price AllocationAllocation Statement to Seller, Seller and Buyer agree to promptly submit the matter to the CPA Firm for resolution. Seller and Buyer will share equally the fees and expenses of the CPA Firm with respect to such a resolution. (c) In the event an adjustment to the Final Purchase Price is made under this Agreement, the final Purchase Price Allocation Statement shall be adjusted in a manner consistent with the procedures set forth in this Section 2.6. Seller and Buyer agree to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, in the manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Allocation, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statementthat they will not, and will not assertpermit any of their respective Affiliates to, and will cause their Affiliates not take a position (except as required pursuant to assert, in connection with any order of a Taxing Authority) on any Tax Proceeding Return or other proceeding with respect to Taxes, in any asset values audit or other items examination before any Taxing Authority that is in any way inconsistent with the amounts set forth on the final Purchase Price AllocationAllocation Statement, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price Allocationas adjusted herein.

Purchase Price Allocation. Promptly after (a) Within five (5) days of the Closing Dateexecution of this Agreement, Buyer and will deliver to Seller shall jointly retain Opportune LLP Parent a draft allocation schedule (the “Allocation FirmSchedule”) to prepare the allocation of allocating the Purchase Price, the liabilities of the Company Price and any Assumed Liabilities (plus other amounts treated as consideration for U.S. federal income tax purposes relevant items) among the Company Assets for Tax purposes Acquired Assets, such Allocation Schedule to be prepared in a manner consistent with the allocation principles of Sections 1060 of the Code set forth on Schedule 2.7(a) and the applicable U.S. Treasury Regulations thereunder Allocation Laws and Tax Laws in Italy (“Purchase Price AllocationItalian Allocation Laws”). Unless Seller Parent notifies Buyer within twenty five (25) days after the receipt of the draft Allocation Schedule of any comments to the draft Allocation Schedule, Seller Parent shall be deemed to have agreed to the draft Allocation Schedule as provided by Buyer and such draft Allocation Schedule shall be deemed the final Allocation Schedule and shall be binding on the Parties. If Seller Parent disputes any portion of the draft Allocation Schedule in accordance with the preceding sentence, the Parties shall attempt to resolve any disagreement in good faith within five (5) days. If the Parties fail to reach agreement as to an alternative Allocation Schedule within the five (5) days following such notice, such draft Allocation Schedule shall not become the final Allocation Schedule and shall not be binding on the Parties, and Seller Parent shall file all relevant Tax Returns and statements, forms and schedules in accordance with U.S. Allocation Laws and Buyer shall file all relevant Tax Returns and statements, forms and schedules in accordance with Italian Allocation Laws. (b) In connection therewiththe event that any subsequent adjustment to the Purchase Price occurs, whether (i) as a result of indemnity payments or Milestone Payments made pursuant to this Agreement or any adjustment to the amount of Assumed Liabilities or (ii) for any other reason with respect to this Agreement as required by U.S. Allocation Laws or Italian Allocation Laws, Buyer and Seller Parent shall enter into an engagement letter use diligent efforts to agree upon appropriate adjustments to the final Allocation Schedule, if any, in a manner that is consistent with all U.S. Allocation Laws and Italian Allocation Laws. To the extent that the Parties agree upon any such adjustments with respect to the final Allocation FirmSchedule, the terms of which such final Allocation Schedule shall be mutually agreed upon by Buyer and Seller. The cost deemed to incorporate such adjustments for purposes of the Section 2.7(c). (c) If a final Allocation Firm shall be paid by Buyer. Schedule exists, Buyer and Seller Parent each shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation with Seller report all Taxes and Buyer prior to delivery of the Purchase Price Allocation. Seller file all Tax Returns (including amended Tax Returns and Buyer agree to (aclaims for refund) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, in the manner consistent with the principles of Sections 1060 of the Code final Allocation Schedule and the U.S. Treasury Regulations thereunder and shall take no Tax position inconsistent therewith (b) report the transactions contemplated including in any audits or examinations by this Agreement consistently with the Purchase Price Allocation, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price AllocationTaxing Authority).

Purchase Price Allocation. Promptly after the Closing Date, Buyer Sellers and Seller shall jointly retain Opportune LLP Purchaser agree to (the “Allocation Firm”and agree to cause their respective Affiliates to) to prepare the allocation of allocate the Purchase Price, the liabilities of the Company Price and any other amounts assumed liabilities treated as consideration amount realized, for Tax purposes, among the assets and shares deemed sold for U.S. federal income tax purposes among the Company Assets for Tax purposes in a manner consistent accordance with Schedule IV attached hereto (the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder (“Purchase Price Allocation”). In connection therewith, Buyer and Seller shall enter into an engagement letter with the Allocation Firm, the terms of which shall be mutually agreed upon by Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 Within one hundred twenty (120) days after the Closing Date. The Allocation Firm , Purchaser shall prepare deliver to Parent a proposed allocation of the Purchase Price (and other relevant amounts) as of the Closing Date, which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation and be determined in reasonable consultation a manner consistent with Seller Sections 338 and Buyer prior to 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchaser’s Allocation”). If Parent disagrees with Purchaser’s Allocation, Parent may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver a notice (the “Parent’s Allocation Notice”) to Purchaser to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation of the Purchase Price (and other relevant amounts). If the Parent’s Allocation Notice is duly delivered, Parent and Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Purchase Price Allocation. Seller If Parent and Buyer agree Purchaser are unable to (a) amend reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Purchase Price Allocation. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Sellers, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to take into account any agreement between Parent and Purchaser or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase PricePrice pursuant to Section 2.7, Section 2.9 or Section 7.10. Any such adjustment shall be allocated to the asset, assets, share or shares (if any) to which such adjustment is attributable; provided that to the extent there are no such assets or shares, such adjustment shall be allocated pro rata among the assets and shares deemed sold for U.S. federal income Tax purposes. Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in the manner consistent accordance with the principles Allocation. None of Sections 1060 Sellers, Purchaser or any of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Allocation, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their respective Affiliates not to assert, in connection with shall take any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items position inconsistent with the amounts set forth Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the Purchase Price Allocation, unless with the agreement of the other Party or extent otherwise required by applicable Law or pursuant to a “determination” within the meaning of Section 1313(a)(11313(a) of the Code. The Parties shall promptly advise each other regarding the existence Code (or any similar provision of any Tax Proceeding related to the Purchase Price Allocationapplicable state, local or foreign Law).

Purchase Price Allocation. Promptly after If Seller objects to the Closing DatePurchase Price Allocation, Buyer and then Seller shall jointly retain Opportune LLP provide Buyer written notice thereof within thirty (30) days after receiving the “Purchase Price Allocation. If the Parties are unable to agree on any matter set forth in the Purchase Price Allocation, the Parties shall refer such dispute to the Arbiter, which firm shall make a final and binding determination as to the matters in dispute within thirty (30) days following its appointment, and promptly shall notify the parties in writing of its resolution. Any Purchase Price Allocation Firm”) determined pursuant to prepare the allocation decision of the Purchase PriceArbiter shall incorporate, the liabilities of the Company reflect and any other amounts treated as consideration for U.S. federal income tax purposes among the Company Assets for Tax purposes in a manner be consistent with the principles of Sections Section 1060 of the Code and the U.S. Treasury Regulations thereunder (“Purchase Price Allocation”)promulgated thereunder. In connection therewith, Buyer and Seller shall enter into an engagement letter with the Allocation Firm, the terms of which Each party shall be mutually agreed upon by Buyer liable for and Seller. The cost pay one-half of the Allocation Firm shall be paid fees and other costs charged by Buyerthe Arbiter. Seller and Buyer and Seller shall use Commercially Reasonable Efforts commercially reasonably efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare update the Purchase Price Allocation in reasonable consultation a manner consistent with Seller and Buyer prior to delivery Section 1060 of the Code following any adjustment to the allocable Purchase Price Allocationor any other amounts constituting consideration for U.S. federal income Tax purposes pursuant to this Agreement. Seller and Buyer agree shall use commercially reasonably efforts to (a) amend update the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, in the a manner consistent with the principles of Sections Section 1060 of the Code following any adjustment to the allocable Purchase Price or any other amounts constituting consideration for federal income Tax purposes pursuant to this Agreement. Seller and the U.S. Treasury Regulations thereunder Buyer shall and (b) shall cause their Affiliates to, report the transactions contemplated by this Agreement consistently with the Purchase Price Allocation, Allocation (as adjusted by the Parties, on finally resolved pursuant to this subsection) in all applicable Tax Returns, including Internal Revenue Service IRS Form 8594, Asset Acquisition Statementwhich Seller and Buyer shall timely file with the IRS, and will not assert, and will cause their Affiliates not to assert, none of the Parties shall take any position in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items Return that is inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price Allocation.Price

Purchase Price Allocation. Promptly after The Purchase Price (plus any liabilities, to the Closing Dateextent properly taken into account as purchase price for income tax purposes) shall be allocated between the Purchased Assets sold by Landec and the Purchased Assets sold by Curation, Buyer and Seller shall jointly retain Opportune LLP (the “Allocation Firm”) to prepare the allocation amount of the Purchase Price, Price so allocated to each Seller shall be further allocated among the liabilities Purchased Assets sold by such Seller and the covenant not to compete contained in Section 4.08 of this Agreement in accordance with the allocation principles provided in Section 1.04 of the Company and any other amounts treated as consideration for U.S. federal income tax purposes among Disclosure Letter, which the Company Assets for Tax purposes in a manner parties agree is consistent with the principles of Sections Section 1060 of the Code and the U.S. Treasury Regulations thereunder thereunder. Within ninety (90) days following the Closing, Buyer shall prepare an initial allocation in such a manner and provide such allocation to Landec, and such allocation shall be subject to review and comment by Landec. The parties shall work together in good faith to resolve any differences and agree on a final allocation (the “Purchase Price Final Allocation”). In connection therewith, Buyer and Seller shall enter into an engagement letter with provided that regardless of whether the Allocation Firmparties are able to agree on the Final Allocation, the terms allocation proposed by Buyer shall be used for purposes of this Agreement (including in computing Transfer Taxes payable pursuant to Section 4.02(c)) so long as such allocation is consistent with Section 1.04 of the Disclosure Letter. Any dispute as to whether an allocation is consistent with Section 1.04 of the Disclosure Letter shall be resolved promptly by an Independent Accountant (selected pursuant to the process set forth in Section 1.03(b)), the costs of which shall be mutually agreed upon split equally by Buyer Buyer, on the one hand, and SellerSellers, on the other hand. The cost of the Allocation Firm determination made by such Independent Accountant shall be paid by Buyerfinal and binding on the parties. Buyer and Seller Sellers shall use Commercially Reasonable Efforts to (and shall cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation with Seller and Buyer prior to delivery of the Purchase Price Allocation. Seller and Buyer agree to their Affiliates to) file all Tax Returns (a) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Priceincluding, in the manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Allocationbut not limited to, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement) consistent with the Final Allocation. Neither Buyer nor any Seller shall take any Tax position with respect to the Purchased Assets inconsistent with the Final Allocation, and will not assert, neither Buyer nor any Seller shall (and will shall cause their Affiliates not to) agree to assertany proposed adjustment to the Final Allocation by any tax authority without first giving the other party prior written notice; provided, in connection with however, that nothing contained herein shall prevent Buyer or any Tax Proceeding Seller (or other proceeding with respect their respective Affiliates) from settling any proposed deficiency or adjustment by any tax authority based upon or arising out of the Final Allocation, and neither Buyer nor any Seller shall be required to Taxes, litigate before any asset values court any proposed deficiency or other items inconsistent with adjustment by any tax authority challenging such Final Allocation. In the amounts set forth on the event of a Purchase Price Allocationadjustment pursuant to Section 5.08(c), unless the Final Allocation will be revised to reflect such Purchase Price adjustment, consistent with the agreement Section 1.04 of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price AllocationDisclosure Letter.

Purchase Price Allocation. Promptly In order to meet certain of Seller’s regulatory and Tax filing deadlines, Purchaser shall deliver to Seller within thirty (30) days after the Closing Date, Buyer and Seller shall jointly retain Opportune LLP (the “Allocation Firm”) to prepare the an initial proposed allocation of the Purchase Price, Price and other relevant items among the liabilities assets of Company and its Subsidiary (the Initial Allocation) in a manner consistent with Section 1060 of the Code and the Treasury regulations thereunder (the Allocation Principles). Seller acknowledges and agrees that the Initial Allocation is an estimate only, which is being prepared for Seller’s benefit, and that the Proposed Allocation may include material differences from such Initial Allocation. Purchaser shall deliver to Seller within ninety (90) days after Closing a proposed allocation of the Purchase Price and other relevant items among the assets of Company and any other amounts treated as consideration for U.S. federal income tax purposes among the Company Assets for Tax purposes its Subsidiary in a manner consistent with the principles Allocation Principles (the Proposed Allocation). If Seller does not deliver a written notice to Purchaser within thirty (30) days of Sections 1060 receipt of the Code and Proposed Allocation specifying in reasonable detail the U.S. Treasury Regulations thereunder nature of any objection it may have to the Proposed Allocation (“Purchase Price Allocation”an Objection Notice). In connection therewith, Buyer and Seller shall enter into an engagement letter with the Allocation Firm, the terms of which Proposed Allocation shall be mutually agreed upon by Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation with Seller and Buyer prior to delivery final allocation of the Purchase Price (the Final Allocation). If Seller does deliver an Objection Notice, Purchaser and Buyer agree Seller shall attempt to (a) amend the Purchase Price Allocation to take into account resolve any subsequent adjustments to the Purchase Price, differences identified in the Objection Notice within fifteen (15) days in a manner consistent with the principles of Sections 1060 Allocation Principles, and, if they are able to resolve all such differences, the allocation agreed shall be the Final Allocation. If Purchaser and Seller are unable to resolve all such differences, any remaining disagreed items shall be submitted to the Independent Accountants for resolution within fifteen (15) days in a manner consistent with the Allocation Principles. The allocation resulting from the decision of the Code Independent Accountants shall be the Final Allocation. Any allocation that becomes the Final Allocation pursuant to this Section 2.7 shall be final and the U.S. Treasury Regulations thereunder binding as between Seller, Purchaser and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Allocation, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assertand none of Seller, in connection with Purchaser or any of their Affiliates shall take any position on any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items Return that is inconsistent with the amounts set forth on the Purchase Price Final Allocation, unless with the agreement . The fees and expenses of the other Party or otherwise required Independent Accountants shall be borne by applicable Law or a “determination” within Purchaser and Seller in proportion to the meaning of Section 1313(a)(1) relative differences between their respective calculations of the Code. The Parties shall promptly advise each other regarding allocation and the existence of any Tax Proceeding related to Final Allocation selected by the Purchase Price AllocationIndependent Accountants.

Purchase Price Allocation. Promptly after the Closing Date, Buyer and Seller shall jointly retain Opportune LLP (the “Allocation Firm”) to prepare the allocation of the The Purchase Price, the liabilities assumption by Purchaser of the Company Assumed Liabilities (and any all other amounts treated capitalized costs and relevant items as consideration for U.S. federal income tax purposes required by applicable Law) shall be allocated among the Company Transferred Shares and Transferred Assets for Tax purposes in a manner consistent accordance with an allocation schedule (the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder (“Purchase Price Allocation”). In connection therewith, Buyer and Seller ▇▇▇▇▇▇▇▇ shall enter into an engagement letter with the Allocation Firm, the terms of which shall be mutually agreed upon by Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation with Seller and Buyer prior to delivery of the Purchase Price Allocation. Seller and Buyer agree to (a) amend deliver the Purchase Price Allocation to take into account Purchaser within thirty (30) calendar days following the date in which the Adjustment Amount is finally determined pursuant to Section 2.04, for Purchaser’s review, comment and approval, which approval shall not be unreasonably conditioned, withheld or delayed. Purchaser and ▇▇▇▇▇▇▇▇ shall work together in good faith to resolve any subsequent adjustments to disputes regarding the Purchase PricePrice Allocation within ten (10) Business Days following the delivery thereof. If Purchaser and ▇▇▇▇▇▇▇▇ are unable to resolve any such dispute, Purchaser and ▇▇▇▇▇▇▇▇ shall submit the Purchase Price Allocation to an internationally recognized independent accounting firm (which accounting firm shall not be Ernst & Young or KPMG), mutually agreed upon in writing by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇, for resolution, and the manner consistent decision of such accounting firm shall be final. The costs of such accounting firm shall be borne equally by ▇▇▇▇▇▇▇▇ and Purchaser. If the Purchase Price is adjusted pursuant to any provision of this Agreement, the Purchase Price Allocation shall be adjusted in accordance with the principles provisions of Sections 1060 of the Code this Section 10.01(a). Purchaser and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently Sellers shall file all Tax Returns consistent with the Purchase Price AllocationAllocation as finally determined hereunder. Neither Purchaser nor Sellers shall take any Tax position, as adjusted by the Parties, whether on all applicable a Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assertReturn, in connection with any Tax Proceeding an audit or other proceeding with respect to Taxesotherwise, any asset values or other items that is inconsistent with the amounts set forth on Purchase Price Allocation as finally determined hereunder, and neither Purchaser nor the Sellers shall agree to any proposed adjustment to the Purchase Price Allocation, unless with the agreement of Allocation by any Taxing Authority without first giving the other Party parties prior written notice; provided, however, that nothing contained herein shall require Purchaser or otherwise required Sellers to litigate before any court any proposed deficiency or adjustment by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to Taxing Authority challenging the Purchase Price Allocation.

Purchase Price Allocation. Promptly after Within seventy-five (75) days of the Closing Datefinal determination of the Net Working Capital, Buyer Purchaser shall deliver to the Seller Representative a draft schedule allocating the Purchase Price (other than the Earn-out Payments) among the assets of the Target Companies and Seller shall jointly retain Opportune LLP its Subsidiaries (the “Allocation Firm”) to prepare the allocation of the Purchase Price, the liabilities of the Company and any other amounts treated as consideration for U.S. federal income tax purposes among the Company Assets for Tax purposes in a manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder (“Purchase Price Allocation”). In connection therewith, Buyer and Seller shall enter into an engagement letter with the Allocation Firm, the terms of which shall be mutually agreed upon by Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to Schedule”) and a draft appraisal from an independent valuation firm supporting the Parties Purchase Allocation Schedule. If, within 120 fifteen (15) days after the Closing Date. The Allocation Firm shall prepare of receiving the Purchase Price Allocation in reasonable consultation with Schedule prepared by Purchaser, the Seller and Buyer prior to delivery of the Purchase Price Allocation. Seller and Buyer agree to (a) amend Representative has not objected, then the Purchase Price Allocation Schedule prepared by Purchaser shall be final and binding on all parties hereto, and, subject to take into account any subsequent changes to the Purchase Price Allocation Schedule to reflect adjustments to the Purchase Price, in the manner consistent with the principles of Sections 1060 Price (including payments of the Code Earn-out Payments), the Sellers and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement Purchaser shall file all Tax Returns consistently with the Purchase Price Allocation, as adjusted by Allocation Schedule and shall not take any position during the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with course of any Tax Proceeding audit or other proceeding with respect to Taxes, any asset values or other items that is inconsistent with the amounts set forth on Purchase Price Allocation Schedule, unless otherwise required by a determination of a Governmental Authority that is final. If, within fifteen (15) days of receiving the Purchase Price AllocationAllocation Schedule prepared by Purchaser, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related Seller Representative objects to the Purchase Price AllocationAllocation Schedule, then the Seller Representative and Purchaser shall cooperate in good faith to resolve their dispute; provided that if after fifteen (15) days the Seller Representative and Purchaser are unable to agree, the parties will each allocate the Purchase Price in any manner they see fit. If, within such fifteen (15) day period, Purchaser and the Seller Representative agree to a Purchase Price Allocation Schedule, then such Purchase Price Allocation Schedule, as finalized, shall be binding on all parties hereto, and, subject to appropriate changes to the Purchase Price Allocation Schedule to reflect adjustments, the Sellers and Purchaser shall file all Tax Returns consistently with the Purchase Price Allocation Schedule and shall not take any position during the course of any audit or other proceeding that is inconsistent with the Purchase Price Allocation Schedule, unless otherwise required by a determination of a Governmental Authority that is final.

Purchase Price Allocation. Promptly after Attached here to as Exhibit J is an allocation of the Closing Date, Initial Purchase Price among the Purchased Assets plus the amount of the Assumed Liabilities reasonably estimated by Buyer and Seller. Buyer and Seller shall jointly retain Opportune LLP (agree to allocate the “Allocation Firm”) Final Purchase Price among the Purchased Assets in accordance with Exhibit J attached hereto. In the event that the Initial Cash Purchase Price is adjusted in accordance with Section 2.8 hereof, or the Assumed Liabilities are finally determined to prepare be different than the allocation of the Purchase Priceestimated amounts thereof, the liabilities of the Company and any other amounts treated as consideration for U.S. federal income tax purposes Final Purchase Price shall be allocated among the Company Purchased Assets for Tax in accordance with Exhibit J, but as revised to reflect the changes to the classes of Purchased Assets as were the subject of such adjustments and differences. For purposes of all Taxes, the parties agree to report the transactions contemplated in this Agreement in a manner consistent with the principles of Sections 1060 of the Code this Section 2.9 and the U.S. Treasury Regulations thereunder (“allocation set forth in Exhibit J, as so revised, and none of them will take any position inconsistent therewith in any Returns, in any refund claim, in any litigation, or otherwise. Each party agrees to notify the other if any taxing authority proposes to reallocate the Final Purchase Price Allocation”). In connection therewith, Buyer and Seller shall enter into an engagement letter with the Allocation Firm, the terms of which shall be mutually agreed upon by Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation with Seller and Buyer prior to delivery of the Purchase Price AllocationPrice. Seller and Buyer agree to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, shall cooperate in good faith in the manner joint preparation of IRS Form 8594 on a basis consistent with the principles of Sections 1060 allocation of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Final Purchase Price Allocation, in accordance with this Section 2.9 and as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price Allocation.in Exhibit J.

Purchase Price Allocation. Promptly after the Closing Date, The Buyer and Seller the Sellers shall jointly retain Opportune LLP (the “Allocation Firm”) to prepare the allocation of allocate the Purchase PricePrice (plus other relevant items, including the liabilities Liabilities of the Company and any other amounts treated as consideration that the Buyer is deemed to assume for U.S. federal income tax purposes Tax purposes) among the respective assets of the Company Assets for Tax purposes in a manner consistent accordance with the residual method principles of Sections 1060 and 338 of the Code and the U.S. Treasury Regulations regulations promulgated thereunder and consistent with the methodology attached hereto as Schedule 5.3(j) (the “Purchase Price Allocation”). In connection therewith, The Buyer and Seller shall enter into an engagement letter with deliver to the Allocation Firm, Sellers’ Representative the terms of which shall be mutually agreed upon by Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation no later than sixty (60) days following the final determination of the Purchase Price pursuant to the Parties within 120 days after the Closing DateSection 1.5. The Allocation Firm Sellers’ Representative shall prepare notify the Buyer of any objections to the Purchase Price Allocation in reasonable consultation with Seller and Buyer prior to delivery of writing within thirty (30) days after the Purchase Price Allocation. Seller and Buyer agree to (a) amend Sellers’ Representative receives the Purchase Price Allocation (the “PPA Period”). If the Sellers’ Representative does not notify the Buyer of any objections to take into account the Purchase Price Allocation in writing, within the PPA Period, the Purchase Price Allocation shall be construed as final. If the Sellers’ Representative notifies the Buyer of an objection to the Purchase Price Allocation in writing during the PPA Period and the Buyer and the Sellers’ Representative are unable to resolve their differences within thirty (30) days after the end of the PPA Period, then the disputed items on the Purchase Price Allocation shall be submitted to the Tax Dispute Accountant within five (5) days after the end of such 30-day period for resolution with the costs paid fifty percent (50%) by the Sellers (jointly and severally), on the one hand, and fifty percent (50%) by the Buyer, on the other hand, and the Tax Dispute Accountant shall be instructed to deliver a finalized Purchase Price Allocation as soon as possible. The Buyer, the Sellers and their respective Affiliates shall report, act and file all Tax Returns (including IRS Form 8883) in all respects and for all purposes consistent with the Purchase Price Allocation as well as any subsequent adjustments amendments to such Tax Returns required with respect to any adjustment to the Purchase Price, in the manner consistent with the principles of Sections 1060 . None of the Code and Buyer, or the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price AllocationSellers, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause or any of their Affiliates not to assertshall take any position (whether in audits, in connection with any Tax Proceeding Returns or other proceeding with respect to Taxes, any asset values or other items otherwise) that is inconsistent with the amounts information set forth on the final Purchase Price Allocation, unless with the agreement of the other Party or otherwise required to do so by applicable Law or a “determination” within Law; provided, however, that (i) the meaning Buyer’s cost for the assets that it is deemed to acquire may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of Section 1313(a)(1items (for example, capitalized acquisition costs) of not included in the Code. The Parties shall promptly advise each other regarding total amount so allocated and (ii) the existence of any amount realized by the Sellers may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax Proceeding related to the Purchase Price Allocationpurposes.

Purchase Price Allocation. Promptly after the Closing Date, Buyer and Seller shall jointly retain Opportune LLP (the “Allocation Firm”i) to prepare the allocation of the The Final Purchase Price, the liabilities of the Company Price (and any other amounts treated as consideration properly taken into account for U.S. federal income tax purposes applicable Tax purposes) shall be allocated among the Company Assets assets or other items acquired or deemed acquired for Tax purposes in connection with the transactions contemplated by this Agreement in a manner consistent with the allocation principles of Sections 1060 and country by country allocations set forth on Section 6.06(h)(i) of the Code and Disclosure Schedule (the U.S. Treasury Regulations thereunder “Allocation Methodology”). (“ii) At least ten (10) Business Days prior to the Initial Closing, the ABG Purchaser shall deliver to Seller a proposed purchase price allocation schedule, in draft form, allocating the Purchase Price Allocation”). In connection therewith, Buyer (as determined based on a good faith estimate by the ABG Purchaser) among each of the Acquiring Purchasers and among each of the Seller shall enter into an engagement letter Entities in accordance with the Allocation FirmMethodology. At least three (3) Business Days prior to the Initial Closing, the terms of which ABG Purchaser shall be mutually agreed upon by Buyer and Seller. The cost of deliver to Seller an updated proposed purchase price allocation schedule (the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the “Closing Date. The Allocation Firm shall prepare Allocation”) allocating the Purchase Price (as determined pursuant to the Estimated Statement) among each of the Acquiring Purchasers and among each of the Seller Entities in accordance with the Allocation Methodology. The ABG Purchaser shall thereafter cooperate in good faith with Seller to resolve any changes proposed by Seller with respect to the Closing Allocation in reasonable consultation with Seller and Buyer prior to delivery respect of the Purchase Price Allocationallocation among the Seller Entities to the extent such comments are consistent with the Allocation Methodology. The Parties shall consistently use such Closing Allocation (as finally agreed by ABG Purchaser and Seller) for any Local Transfer Agreements. The Closing Allocation shall be modified by ABG Purchaser and Seller and Buyer agree in good faith to (a) amend the Purchase Price Allocation to take into account reflect any subsequent adjustments adjustment to the Purchase Price, in a manner that takes into account the Allocation Methodology, specific assets, entities and jurisdictions, and other relevant factors. (iii) Within sixty (60) days following the final determination of the Final Purchase Price, the ABG Purchaser shall deliver to Seller a proposed allocation for U.S. federal Income Tax purposes and any other applicable Tax purposes (any such proposed allocation, the “Proposed Allocation”) of the Final Purchase Price and any other amounts properly taken into account for applicable Tax purposes as allocable purchase price among the assets or other items acquired or deemed acquired for Tax purposes in connection with the Transactions, which Proposed Allocation shall be consistent with the Closing Allocation (as finally agreed by ABG Purchaser and Seller) and the Allocation Methodology. Seller shall have thirty (30) days to review the Proposed Allocation and deliver to the ABG Purchaser a Notice of Disagreement with the Proposed Allocation. If Seller fails to deliver any Notice of Disagreement, the Proposed Allocation shall be considered final. If Seller delivers a Notice of Disagreement, the ABG Purchaser and Seller shall negotiate in good faith for a period of thirty (30) days to try to resolve any remaining disputes. At the conclusion of such thirty (30)-day period, any matters that remain in dispute shall be submitted to the Accounting Firm (acting as an expert and not as an arbitrator) for prompt resolution in accordance with the procedures described in Section 1.04, applied mutatis mutandis; provided that any resolution by the Accounting Firm shall be consistent with the Closing Allocation (as finally agreed by ABG Purchaser and Seller) and the Allocation Methodology. Such allocation, as finalized in accordance with the preceding procedures, shall be the “Final Allocation.” The Acquiring Purchasers and Seller shall, and shall cause their respective Affiliates to, file Tax Returns reporting the Transactions in a manner consistent with the principles of Sections 1060 such Final Allocation; provided that this Section 6.06(h)(iii) shall not prevent any such Person from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the Code and Final Allocation after making a good faith effort to defend the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Final Allocation, as adjusted and no such Person shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Entity in connection therewith. The Final Allocation shall be modified by ABG Purchaser and Seller in good faith to reflect any adjustment to the PartiesFinal Purchase Price, on all applicable Tax Returnsin a manner that takes into account the Allocation Methodology, including Internal Revenue Service Form 8594specific assets, Asset Acquisition Statemententities and jurisdictions, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price Allocationrelevant factors.

Purchase Price Allocation. Promptly after The parties shall allocate the Closing DatePurchase Price to be paid for the Membership Interests plus any assumed Liabilities of the Company to the extent properly taken into account under the Code, Buyer such as unpaid Indebtedness and Seller shall jointly retain Opportune LLP unpaid Company Transaction Expenses, (the “Allocation FirmTax Purchase Price”) to prepare the allocation of the Purchase Price, the liabilities of the Company and any other amounts treated as consideration for U.S. federal income tax purposes among the Company Assets for Tax purposes in a manner consistent accordance with the principles of Sections Section 1060 of the Code and the U.S. Treasury Regulations thereunder (“promulgated thereunder. Sellers and Purchaser agree to negotiate in good faith prior to the Closing Date an allocation of the Tax Purchase Price Allocation”)among the underlying assets of the Company (other than Working Capital which the Parties agree will be allocated in accordance with the Working Capital as finally determined pursuant to Section 2.4) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder. In connection therewiththe event Purchaser is required to obtain an appraisal of the assets of the Company in accordance with GAAP, Buyer Sellers and Seller Purchaser shall enter into mutually select an engagement letter with independent appraisal firm (the Allocation Firm, the terms of “Appraiser”) which shall be mutually agreed upon by Buyer instructed to prepare a written appraisal of such assets (the “Appraisal”) and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation deliver to the Parties a complete and final appraisal within 120 90 days after the Closing Date. The Allocation Firm In such event, the parties shall prepare use the Appraisal to allocate the Tax Purchase Price Allocation in reasonable consultation with Seller and Buyer prior (less the amount ascribed to delivery Working capital, as mentioned above) among the assets of the Purchase Price Allocation. Seller and Buyer agree to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, Company in the manner consistent accordance with the principles of Sections Section 1060 of the Code and the U.S. Treasury Regulations thereunder. Purchaser shall bear 100% of the fees and expenses of the Appraiser. If the Purchase Price is adjusted pursuant to this Agreement, the allocation shall be adjusted in accordance with Section 1060 of the Code and the Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently consistent with the preparation of the allocation of the Tax Purchase Price Allocationas negotiated by the parties or determined pursuant to the Appraisal. Neither Party shall file any Tax Return (including IRS Form 8594) or other document or otherwise take any position which is inconsistent with the allocation of the Tax Purchase Price as determined pursuant to this section, except as may be adjusted by subsequent agreement following an audit by a Governmental Entity; provided, that neither party (nor their respective Affiliates) shall be obligated to litigate any challenge to such allocation of the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, Purchase Price by any Governmental Entity. The parties shall promptly inform one another of any challenge by any Governmental Entity to any allocation made pursuant to this section and will not assert, shall consult with and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding keep one another informed with respect to Taxesthe state of, and any asset values discussion, proposal or other items inconsistent submission with the amounts set forth on the Purchase Price Allocationrespect to, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price Allocationsuch challenge.

Purchase Price Allocation. Promptly after The Purchase Price (which shall include the Closing Date, Assumed Liabilities) shall be allocated among the Purchased Assets and the covenants contained in Section 6.5. Buyer and Seller shall jointly retain Opportune LLP prepare an allocation (the “Allocation FirmStatement”) to prepare the allocation of the Purchase Price, the liabilities of the Company and any other amounts treated as consideration for U.S. federal income tax purposes Price among the Company Purchased Assets for Tax purposes and the covenants contained in a manner consistent Section 6.5 in accordance with the principles of Sections Section 1060 of the Code and the U.S. applicable Treasury Regulations promulgated thereunder (“Purchase Price Allocation”and any similar provision of state, local or foreign Law, as appropriate). In connection therewithBuyer shall deliver the Allocation Statement to Seller no later than 30 calendar days following the Closing. Seller shall notify Buyer of any objections to the Allocation Statement within 15 calendar days after Seller receives the Allocation Statement. If Seller does not notify Buyer of any objections to the Allocation Statement within such 15 calendar day period, the Allocation Statement shall be construed as final. If Seller notifies Buyer of an objection to the Allocation Statement by the end of such 15 calendar day period, and Seller and Buyer are unable to resolve their differences within 15 calendar days thereafter, then the disputed items on the Allocation Statement shall enter into an engagement letter be submitted to the Independent Accountant for resolution, with the Allocation Firm, fees and expenses of the terms of which shall be mutually agreed upon Independent Accountant paid one-half by Buyer and one-half by Seller. The cost of , and the Allocation Firm Independent Accountant shall be paid by Buyerinstructed to deliver a finalized Allocation Statement as soon as possible. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation with All Tax Returns of Seller and Buyer prior shall be filed consistently with the information set forth on the Allocation Statement unless otherwise required by applicable Law. Seller and Buyer further agree to delivery of file IRS Form 8594 (and any corresponding form required to be filed by a state or local Taxing Authority) in a manner that is consistent with the Purchase Price Allocationinformation on the Allocation Statement. Seller and Buyer agree to promptly provide each other with any information necessary to complete such Tax Returns and IRS Forms 8594 (and any corresponding form required to be filed by a state or local Taxing Authority). Seller and Buyer shall not take any position on a Tax Return, Tax proceeding or audit that is inconsistent with any information set forth on the Allocation Statement except to the extent required otherwise by applicable Law; provided, however, that (a) amend Buyer’s cost for the Purchase Price Allocation Purchased Assets and the covenants contained in Section 6.5 may differ from the total amount allocated hereunder to take into account any subsequent adjustments to reflect the Purchase Price, inclusion in the manner consistent with total cost of items (for example, capitalized acquisition costs) not included in the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder total amount so allocated and (b) report the transactions contemplated amount realized by this Agreement consistently with Seller may differ from the Purchase Price Allocation, as adjusted by total amount allocated hereunder to reflect transaction costs that reduce the Parties, on all applicable amount realized for federal income Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price Allocationpurposes.

Purchase Price Allocation. Promptly after (a) Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Closing DatePurchase Price (as finally determined pursuant to Section 2.6) and any other items that are treated as additional consideration for Tax purposes, Buyer (i) among the Energetics Equity Interests and Seller shall jointly retain Opportune LLP (ii) any other assets of the Company, pursuant to this Agreement and any other Transaction Document, in accordance with Exhibit C attached hereto (the “Allocation FirmSchedule”). (b) No later than ninety (90) days after the date on which the Purchase Price is finally determined pursuant to Section 2.6, Seller shall deliver to Purchaser a proposed allocation of the Purchase Price (as finally determined pursuant to Section 2.6) and any other items that are treated as additional consideration for U.S. income Tax purposes between Energetics Equity Interests and any other assets of the Company, determined in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, any other relevant provisions of applicable Tax Law, and the Allocation Schedule (“Seller’s Allocation”). If Purchaser disagrees with Seller’s Allocation, Purchaser may, within thirty (30) days after receipt of Seller’s Allocation, deliver a notice (“Purchaser’s Allocation Notice”) to prepare Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. If Purchaser’s Allocation Notice is duly delivered, Seller and Purchaser shall, during the thirty (30) days immediately following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase PricePrice (as finally determined pursuant to Section 2.6) and any other items that are treated as additional consideration for U.S. income Tax purposes. If Seller and Purchaser are unable to resolve such disputed items or amounts within thirty (30) days after the delivery of Purchaser’s Allocation Notice, such disputed items or amounts will be resolved by the liabilities Independent Accounting Firm in accordance with Section 2.6(c). The Seller’s Allocation, as prepared by Seller if no Purchaser’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser and/or resolved by the Independent Accounting Firm (the “Allocation”), shall be conclusive and binding on the parties hereto and neither Seller nor Purchaser shall (and they shall cause their respective Affiliates not to) take any position for income Tax purposes inconsistent with the Allocation on any Tax Return or in any Tax Proceeding or otherwise, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Company Code (or any analogous provision of state, local or foreign law). The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Aggregate Purchase Price and any other amounts treated as consideration for U.S. federal income tax purposes among Tax purposes, including the Company Assets for Tax purposes in a manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder (“Purchase Price Allocation”). In connection therewith, Buyer and Seller shall enter into an engagement letter with the Allocation Firm, the terms of which Earn-Out; provided that any such adjustment shall be mutually agreed upon by Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after goodwill Relating to the Closing Date. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation with Business, except as otherwise agreed by Seller and Buyer prior to delivery of the Purchase Price Allocation. Seller and Buyer agree to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, in the manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Allocation, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price AllocationPurchaser.

Purchase Price Allocation. Promptly after Seller and Buyer agree that the Closing Date, Buyer Base Purchase Price and Seller any other items constituting consideration for applicable Income Tax purposes shall jointly retain Opportune LLP (be allocated among the “Allocation Firm”) to prepare the allocation of the Purchase Price, the liabilities assets of the Company and any other amounts treated as consideration for U.S. federal income tax purposes among the Company Assets for Tax purposes in a manner consistent with the principles of Sections Section 1060 of the Code and the U.S. Treasury Regulations thereunder promulgated thereunder. Not later than one hundred and twenty (120) days following the Closing Date, Buyer shall deliver to Seller a preliminary allocation of the Base Purchase Price, among the assets of the Company pursuant to Section 1060 of the Code (a “Purchase Price Draft Allocation”). In connection therewith, Buyer and Seller shall enter into an engagement letter with the Allocation Firm, the terms of which shall be mutually agreed upon by Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts negotiate in good faith to cause the Allocation Firm to provide such Purchase Price Allocation agree to the Parties Draft Allocation in writing within 120 thirty (30) days after the Closing DateSeller’s receipt thereof. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation If Buyer and Seller reach an agreement with Seller and Buyer prior to delivery of the Purchase Price Allocation. Seller and Buyer agree to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments respect to the Purchase PriceDraft Allocation, in the manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Draft Allocation, as adjusted revised or amended by the Parties, on shall become final (the “Final Allocation”). If the Parties agree to a Final Allocation, the Parties (i) shall use Reasonable Efforts to update the Final Allocation following any adjustment to the Base Purchase Price pursuant to this Agreement and (ii) shall, and shall cause their Affiliates to, prepare and file all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statementas applicable, consistent with the Final Allocation and will not assert, and will cause their Affiliates not to assert, in connection with take any inconsistent position for any Tax Proceeding purpose, including on any Tax Return, or other during the course of any proceeding with respect to Taxes; provided, any asset values or other items inconsistent with however, that if the amounts set forth on the Purchase Price Parties agree to a Final Allocation, unless with the agreement nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the other Party Final Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or otherwise required adjustment by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Codeany taxing authority challenging such Final Allocation. The Parties shall agree to promptly advise each other regarding the existence of any Tax Proceeding audit, controversy or litigation related to the Purchase Price Final Allocation.

Purchase Price Allocation. Promptly after (a) The Purchase Price (plus Assumed Liabilities, to the Closing Dateextent properly taken into account under the Code), Buyer increased or decreased, as the case may be, by the Final Adjustment Amount, shall be allocated among the Purchased Stock and Seller shall jointly retain Opportune LLP the Purchased Assets in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Allocation”). To the extent necessary to determine the amount of Transfer Taxes or other Taxes required to be paid at or in connection with the Closing, Parent shall deliver a preliminary Allocation Firm(the “Preliminary Allocation”) to prepare Buyer Parent no later than fifteen (15) days prior to the allocation Closing. Within sixty (60) days after the determination of the Purchase PriceFinal Adjustment Amount in accordance with Section 1.6, Buyer Parent shall deliver to Parent a final Allocation (the liabilities of the Company and any other amounts treated as consideration for U.S. federal income tax purposes among the Company Assets for Tax purposes “Final Allocation”), prepared in a manner consistent with the principles first sentence of Sections 1060 this Section 1.7(a), for Parent’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Parent and Buyer Parent shall work in good faith to resolve any disputes relating to the Final Allocation. If Parent and Buyer Parent are unable to resolve any such dispute regarding the Final Allocation within thirty (30) days of Buyer Parent’s delivery of the Code and Final Allocation to Parent, such dispute shall be resolved promptly by the U.S. Treasury Regulations thereunder (“Purchase Price Allocation”). In connection therewith, Buyer and Seller shall enter into an engagement letter with the Allocation FirmIndependent Auditor, the terms costs of which shall be mutually agreed upon borne equally by Parent and Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare Parent. (b) If the Purchase Price is adjusted pursuant to any provision of this Agreement, the Final Allocation shall be adjusted in reasonable consultation with Seller and Buyer prior to delivery of the Purchase Price Allocation. Seller and Buyer agree to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, in the a manner consistent with the principles of Sections 1060 procedures set forth in Section 1.7(a) above and in accordance with Treasury Regulations Section 1.1060-1(c). (c) Buyer and Parent shall file all Tax Returns (including IRS Form 8594) consistent with the Final Allocation. Neither Buyer nor Parent shall take any Tax position inconsistent with such Final Allocation and neither Buyer nor Parent shall agree to any proposed adjustment to the Final Allocation by any Tax authority without first giving the other party prior written notice; provided, however, that nothing contained herein shall prevent Buyer or Parent from settling any proposed deficiency or adjustment by any Tax authority based upon or arising out of the Code Final Allocation, and neither Buyer nor Parent shall be required to litigate before any court any proposed deficiency or adjustment by any Tax authority challenging such Final Allocation. Not later than thirty (30) days prior to the filing of their respective IRS Forms 8594 relating to this transaction, each of Buyer and Parent shall deliver to the other party a copy of its IRS Form 8594. (d) The purchase price for the shares of New Zealand Entity does not include any capitalized interest and the U.S. Treasury Regulations thereunder and parties agree that, for the purposes of EW32 of the Income Tax ▇▇▇ ▇▇▇▇ (b) report New Zealand), this purchase price is the transactions contemplated by lowest price that the applicable parties would have agreed on at the time this Agreement consistently with was entered into, if payment had been required in full at the Purchase Price Allocationtime the first right in the shares of New Zealand Entity was or is to be transferred. For the purposes of this clause, the term “right” has the same meaning as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement section OB1 of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Income Tax Proceeding related to the Purchase Price Allocation▇▇▇ ▇▇▇▇ (New Zealand).

Purchase Price Allocation. Promptly after Subject to the Closing Dateterms of this Section 4.1(i), Buyer and Seller Company shall jointly retain Opportune LLP (the “Allocation Firm”) to prepare the allocation of allocate the Purchase Price, (including any Liabilities assumed for Tax purposes) among the liabilities Purchased Assets in accordance with the allocation methodology set forth at Schedule 4.1(i) attached hereto and in a manner consistent with Section 1060 of the Company Code and ASC 805 Business Combinations. Buyer shall deliver a draft purchase price allocation statement to Sellers’ Representative not later than ninety (90) days after the Closing Date (the “Draft Purchase Price Allocation”). Sellers’ Representative shall have the right, for thirty (30) days after such delivery, to review and provide comment to Buyer regarding such draft. Buyer and Sellers’ Representative shall seek in good faith for thirty (30) days thereafter to resolve any disagreements between them with respect to the Draft Purchase Price Allocation; provided however that if Seller objects to the Buyer’s proposed valuation of the covenants not-to-compete or any similar covenants, then, Seller shall be entitled to obtain its own third party valuation from a bona fide independent valuation firm and to use the valuation provided by Seller’s valuation firm rather than the value proposed by Buyer’s valuation firm. If the Draft Purchase Price Allocation is finally agreed to by Sellers’ Representative and Buyer within such 30-day period, it shall constitute the “Agreed Final Purchase Price Allocation”. If there is an Agreed Final Purchase Price Allocation then Buyer and Sellers shall each file all Tax Returns and report the federal, state and local and other amounts treated as consideration for U.S. federal income tax purposes among Tax consequences of the Company Assets for Tax purposes purchase and sale contemplated hereby (including the filing of Internal Revenue Service Form 8594) in a manner consistent with the principles Agreed Final Purchase Price Allocation and shall not take any inconsistent position with respect to the Agreed Final Purchase Price Allocation unless otherwise required by applicable Law. If the Buyer and Sellers’ Representative are unable to resolve any disagreements between them with respect to the Draft Purchase Price Allocation by the end of Sections such thirty (30) day period, , then the Draft Purchase Price Allocation shall not constitute the Agreed Final Purchase Price Allocation, and Buyer and Sellers shall each report the applicable Tax consequences of the purchase and sale contemplated hereby in a manner consistent with Section 1060 of the Code and the U.S. Treasury Regulations thereunder (“Purchase Price Allocation”)ASC 805 Business Combinations. In connection therewith, Buyer and Seller shall enter into an engagement letter with the Allocation Firm, the terms of which shall be mutually agreed upon by Buyer and Seller. The cost of the Allocation Firm shall be paid by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare If the Purchase Price Allocation in reasonable consultation with Seller and Buyer prior is adjusted pursuant to delivery of this Agreement, the applicable Purchase Price Allocation. Seller and Buyer agree to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, in the manner allocation shall be adjusted consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Allocation, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price Allocation4.1(i).

Purchase Price Allocation. Promptly after (i) The Parties agree to treat, for U.S. federal and state income Tax purposes, the Closing Date, Buyer and Seller shall jointly retain Opportune LLP (the “Allocation Firm”) to prepare the allocation Transactions by Parent as a sale by Parent of the Purchase Price, the liabilities assets of the Company and any other amounts treated as consideration for U.S. federal income tax purposes among assets of each Subsidiary of the Company Assets for Tax purposes in a manner consistent with to Buyer, and the principles of Sections 1060 Parties agree that the fair market value of the Code assets of the Company and its Subsidiaries shall be as set forth in Exhibit 5.2(g) (the U.S. Treasury Regulations thereunder (“Purchase Price Allocation”). In connection therewith, Buyer ▇▇▇▇▇ shall prepare and Seller shall enter into an engagement letter with deliver a draft Purchase Price Allocation (the Allocation Firm, “Draft Allocation”) to Parent within 30 days after the terms of which shall be mutually agreed upon by Buyer and Seller. The cost ​ determination of the Allocation Firm shall be paid by BuyerFinal Closing Statement pursuant to Section 2.4 for Parent’s review. Buyer and Seller Parent shall use Commercially Reasonable Efforts work in good faith to cause resolve any disputes relating to the Draft Allocation within 30 days of Buyer delivering such Draft Allocation to Parent. If Buyer and Parent are unable to resolve any such disputes, such disputes shall be resolved promptly by the CPA Firm to provide such in the manner set forth in Section 2.4. The Draft Allocation, as agreed by ▇▇▇▇▇ and Parent or as resolved by the CPA Firm, as applicable, shall be the “Final Purchase Price Allocation to Allocation”. (ii) The Parties shall report, act and file income Tax Returns in all respects and for all purposes consistent with the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation with Seller and Buyer prior to delivery of the Final Purchase Price Allocation. Seller The Parties shall, as applicable, timely and properly prepare, execute, file, and deliver all such documents, forms and other information as Buyer agree or Parent may reasonably request to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, prepare in the manner consistent connection with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Final Purchase Price Allocation, as adjusted by . None of the Parties, Parties shall take any position (whether on all applicable any Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assertamended Tax Returns, in connection with any Tax Proceeding Proceeding, or other proceeding with respect to Taxes, any asset values or other items otherwise) that is inconsistent with this Section 5.2(g) (including, for the amounts set forth on avoidance of doubt, the Final Purchase Price Allocation, unless with the agreement of the other Party or ) except as otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code, or any similar provision of state, local, or non-U.S. Law. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to If the Purchase Price Allocationis subsequently adjusted pursuant to this Agreement, the Final Purchase Price Allocation shall be adjusted as mutually agreed by Buyer and Parent.

Purchase Price Allocation. Promptly after the Closing Date, Buyer and Seller shall jointly retain Opportune LLP The sum of: (the “Allocation Firm”a) to prepare the allocation of the Purchase Price, the ; (b) any liabilities of the Company and Subsidiaries required under GAAP to be reflected on a balance sheet that survive Closing; and (c) any other applicable amounts treated as consideration for U.S. federal income tax purposes required to be included under the Code, will be allocated among the assets of the Company Assets and Subsidiaries (as such classes are defined for Tax the purposes in a manner consistent with the principles of Sections 1060 and 338 of the Code Code). Such allocations, and the U.S. Treasury Regulations thereunder (“Purchase Price Allocation”). In connection therewithallocation of any purchase price adjustments, Buyer and Seller shall enter into an engagement letter will be prepared in accordance with the Allocation Firm, methodology set forth on Exhibit 1.4 and will be made in accordance with the terms requirements of which shall be mutually agreed upon by Buyer Sections 1060 and Seller. The cost 338 of the Allocation Firm shall be paid by BuyerCode. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 Within 30 days after the Closing Date. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation with Seller and Buyer prior to delivery determination of the Purchase Price Allocation. Seller and pursuant to Section 1.3, Buyer agree to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments will deliver to the Purchase PriceSeller Representative a draft of such allocation for the Seller Representative’s review and approval, in the manner which will be prepared on a basis consistent with the principles of Sections 1060 of methodology set forth on Exhibit 1.4. Within 15 days thereafter, the Code 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 U.S. Treasury Regulations thereunder basis for such objections. If the Seller Representative timely delivers such a notice, Buyer and the Seller Representative will use good faith efforts to resolve such objections. If they are unable to mutually agree on the allocation, the procedures of Section 5.7(g) will control. No Party or any Affiliate of any Party (bincluding the Company) report the transactions contemplated by this Agreement consistently with the Purchase Price Allocation, as adjusted by the Parties, will take a position on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Return, before any Taxing Authority or in any Proceeding or other proceeding with respect to Taxes, that is in any asset values or other items manner inconsistent with the amounts set forth on allocation, as finally determined under this Section 1.4, without the Purchase Price Allocation, unless with the agreement written consent of the other Party Parties or otherwise unless specifically required pursuant to a determination by the applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the CodeTaxing Authority. The Parties shall will promptly advise each other regarding of the existence of any Tax Proceeding audit, controversy or litigation related to any allocation under this Agreement. Notwithstanding anything to the Purchase Price Allocationcontrary in this Section 1.4 or elsewhere in this Agreement, the Parties agree to use the Agreed Warranty Reserve and the Agreed Legal Settlement Reserve for calculating Closing Date Tangible Net Assets, and Final Closing Date Tangible Net Assets.

Purchase Price Allocation. Promptly after (a) Within thirty (30) days of the Closing Date, Buyer Sellers shall prepare and Seller shall jointly retain Opportune LLP deliver to the Purchasers a schedule setting forth the fair market value of each of the Additional Property Interests with respect to each Property (the “Allocation FirmProposed Closing Purchase Allocation”) to prepare the allocation of the Purchase Price), the liabilities of the Company and any other amounts treated as consideration for U.S. federal income tax purposes among the Company Assets for Tax purposes in a manner consistent with the principles of Sections 1060 allocation provided on the Property List, for Purchasers’ review. If Purchasers disagree with the Proposed Closing Purchase Allocation, Purchasers may, within thirty (30) days after delivery of the Code Proposed Closing Purchase Allocation, provide any comments to Sellers with respect to such Proposed Closing Purchase Allocation. Sellers shall consider any comments in good faith and the U.S. Treasury Regulations thereunder (“shall, in their sole discretion, incorporate any such comments Sellers deem advisable. The Proposed Closing Purchase Price Allocation”). In connection therewith, Buyer and Seller shall enter into an engagement letter with the Allocation Firm, the terms of which as determined pursuant to this Section 2.04(a) shall be mutually agreed upon by Buyer and Seller. the “Final Allocation.” (b) The cost of the Final Allocation Firm shall be paid adjusted by Buyer. Buyer and Seller shall use Commercially Reasonable Efforts Sellers (with a copy sent to cause the Allocation Firm Purchasers) for any subsequent adjustments to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall prepare the Purchase Price Allocation in reasonable consultation under this Agreement, provided that any such adjustment shall be consistent with Seller and Buyer prior to delivery of the Purchase Price Final Allocation. Seller Purchasers and Buyer agree Sellers shall file all Tax Returns consistent with (and amend any previously filed Tax Return to (abe consistent with) amend the Purchase Price Allocation to take into account Final Allocation, as modified by Sellers for any subsequent adjustments to the Purchase Price, and shall not take any action inconsistent therewith on any Tax Return unless required pursuant to a determination (as defined in Section 1313(a) of the Internal Revenue Code of 1986, as amended (the “Code”) or any similar provision of state or local Tax Law); provided that nothing contained herein shall prevent Purchasers, Sellers or their respective Affiliates from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Final Allocation, and none of Purchasers, Sellers or any of their respective Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by a taxing authority challenging such Final Allocation. Purchasers, on the one hand, and Sellers, on the other hand, shall promptly notify each other in the manner consistent with the principles event of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Allocationan examination, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding audit or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price Final Allocation.

Purchase Price Allocation. Promptly after (a) Seller and Buyer agree that the Base Purchase Price shall be allocated among the Companies for Tax purposes in accordance with the allocation as agreed by the Seller and Buyer prior to the Closing Date, Buyer and Seller shall jointly retain Opportune LLP Date (the “Base Purchase Price Allocation”). (b) Within 30 days after the Net Working Capital is agreed or determined in accordance with Section 2.6, Seller shall provide to Buyer a proposed allocation (consistent with the Base Purchase Price Allocation) of the Purchase Price among the Companies and a further allocation, to the extent consistent with Treasury Regulation Sections 1.338-6, 1.755-1 and 1.1060-1, of the Purchase Price among the Assets of the Companies (the “Purchase Price Allocation FirmSchedule”) ). Within 30 days after its receipt of Seller’s proposed Purchase Price Allocation Schedule, Buyer shall propose to prepare Seller any changes thereto or otherwise shall be deemed to have agreed thereto. In the event that Buyer proposes changes to Seller’s proposed Purchase Price Allocation Schedule within the 30 day period described above, Seller shall, in good faith, consider any comments so received from Buyer and shall furnish Buyer with a revised Purchase Price Allocation Schedule as soon as practicable. If after receipt of the revised Purchase Price Allocation Schedule, Buyer disagrees with the allocation of the Purchase Price, Price among the liabilities Assets of the Company and any other amounts treated as consideration for U.S. federal income tax purposes among Companies set forth therein, then the Company Assets for Tax purposes in a manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder (“Purchase Price Allocation”). In connection therewith, Buyer and Seller Accounting Firm shall enter into an engagement letter with the Allocation Firm, the terms of which shall be mutually agreed upon by Buyer and Sellerdetermine such allocation. The cost of the Allocation such Accounting Firm shall be paid borne equally by Seller and Buyer. Buyer and Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such . (c) The Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm Schedule shall prepare the Purchase Price Allocation in reasonable consultation with Seller and Buyer prior to delivery of the Purchase Price Allocation. Seller and Buyer agree to (a) amend the Purchase Price Allocation be revised to take into account any subsequent adjustments to the Purchase Price, including any indemnification payments (which shall be treated for Tax purposes as adjustments to the Purchase Price), in the manner consistent accordance with the principles provisions of Sections Section 1060 of the Code and the U.S. Treasury Regulations thereunder thereunder. Each of Seller and (b) Buyer agree to file all applicable Tax Returns and otherwise report the transactions contemplated by this Agreement consistently their affairs for Tax purposes consistent with the Purchase Price AllocationAllocation Schedule, as adjusted agreed to by Buyer and Seller or as determined by the PartiesAccounting Firm, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or except as otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Purchase Price AllocationLaws.