Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation.

Purchase Price Allocation. (a) The Unadjusted Within twenty (20) Business Days after the Closing Statement becomes final pursuant to Section 2.8(b), Seller shall deliver to Purchaser a proposed form of statement (the “Allocation”), allocating (i) the Gross Equity Purchase Price has been allocated among (as adjusted pursuant to Section 2.8) to the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that Equity Interests, and (ii) the Allocated Values constitute reasonable and good faith allocations sum of (A) the Unadjusted Gross Asset Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price (as adjusted pursuant to this Agreement. Section 2.8), (bB) Buyer the Assumed Liabilities, and Seller acknowledge that, under (C) any other Liabilities properly taken into account pursuant to Section 1060 of the Code, Buyer and Seller must report information regarding among the allocation Purchased Assets, in each case in accordance with the methodology set forth in Schedule 2.9(a) of the Unadjusted Purchase Price Seller Disclosure Letter and the requirements of Section 1060 of the Code. Each of the Seller Entities on the one hand and Purchaser and the Conveyed Companies on the other shall (as adjusted x) be bound by the Purchase Price AdjustmentsAllocation for purposes of determining any Taxes; (y) prepare and file, and cause its Affiliates to the United States Secretary of Treasury by attaching Department of Treasuryprepare and file, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in its Tax Returns on a manner basis consistent with the Allocation Scheduleand (z) take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any Taxing Authority or otherwise. In the event that the Allocation is disputed by any Taxing Authority, the Party receiving notice of the dispute shall promptly notify the other Party hereto, and Seller and Purchaser agree to use their commercially reasonable efforts to defend such Allocation in any Contest. (b) Purchaser shall notify Seller of any disagreement with the proposed Allocation within five (5) Business Days of Purchaser’s receipt of the proposed Allocation. If Seller and Purchaser fail to agree on the Allocation within thirty (30) days of Seller’s receipt of Purchaser’s notice of disagreement, such matter shall be referred to an accounting firm (the “Arbiter”) for binding arbitration. Seller and Purchaser shall mutually agree on an Arbiter that is independent of both Seller and Purchaser. In the event that Seller and Purchaser cannot agree on an Arbiter within twenty (20) days, Seller and Purchaser each shall select an accounting firm, and the two (2) firms selected shall mutually select a third accounting firm, independent of both Seller and Purchaser, to act as the Arbiter. The Allocation Schedule choice of an Arbiter by the two (2) firms pursuant to the preceding sentence shall be prepared consistent binding on the Parties. Within thirty (30) days of the selection of the Arbiter, Seller and Purchaser shall deliver to the Arbiter copies of any schedules or documentation which may reasonably be required by the Arbiter to make its determination. Each of Purchaser and Seller shall be entitled to submit to the Arbiter a memorandum setting forth its position with respect to such arbitration. The Arbiter shall render a determination within sixty (60) days of its selection. Notwithstanding any provision of this Section 2.9(b), the Allocated Values set forth in Exhibit A-3 Arbiter may, at its sole discretion, amend the procedures contained herein. The determination of the Arbiter shall be final and binding on all Parties and shall be revised to take into account the Purchase Price Adjustments consistent with conclusive “Allocation” for purposes of this Agreement. The costs incurred in retaining the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller Arbiter shall be required to litigate before any court any proposed deficiency or adjustment shared equally, fifty percent (50%) by any taxing authority challenging such allocationSeller and fifty percent (50%) by Purchaser.

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among Within sixty (60) days after the Assets by Closing Date, OpCo Buyer as set forth in Exhibit A-3. Buyer represents that shall prepare and deliver to ▇▇▇▇ Ohio Finance a schedule allocating the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted JCC Membership Interest Purchase Price (as adjusted by and any Liabilities of the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their Company and other items taken into account for U.S. federal income tax returns purposes) among the assets of the Company (for the tax period which includes avoidance of doubt, excluding the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”Transfer Sub Membership Interest) and shall prepare their respective Forms 8594 in accordance with respect to transactions contemplated by this Agreement all applicable U.S. Tax Law in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any comparable provisions of state, local and foreign Tax law (such statement, the “Purchase Price Allocation Schedule”) for the Seller’s review and comment. The Allocation Schedule shall be prepared consistent with In the Allocated Values set forth in Exhibit A-3 event the Seller, on the one hand, and shall be revised the OpCo Buyer, on the other hand, cannot agree as to take into account the Purchase Price Adjustments consistent with Allocation Schedule within thirty (30) days of the provisions OpCo Buyer’s delivery of the initial draft of the Purchase Price Allocation Schedule to the Seller, Seller, on the one hand, and the OpCo Buyer, on the other hand, shall be entitled to take its own position in any Tax Return, Tax proceeding or audit. If there is a final Purchase Price Allocation Schedule, the Seller and the OpCo Buyer agree to use the allocations set forth in this Section 11.01. Neither on the final Purchase Price Allocation Schedule (as adjusted to reflect any adjustments to the JCC Membership Interests Purchase Price) for all Tax purposes (including the preparation and filing of all relevant federal, state, local and foreign Tax Returns) and neither the Seller nor the OpCo Buyer nor Seller shall take any position inconsistent with such allocationallocations on any Tax Return or in any Tax Action, as updated by in each case, except to the Parties to reflect any adjustments extent otherwise required pursuant to this Agreement a change in Law or a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable state, local or foreign Law). (b) Within sixty (60) days after the Closing Date, the PropCo Buyer shall prepare and deliver to the Seller a schedule allocating the Transfer Sub Membership Interest Purchase Price (and any assumed obligations or Liabilities of the Transfer Sub and other items treated as consideration taken into account for U.S. federal income tax purposes) among the assets of Transfer Sub in accordance with all applicable U.S. Tax Law in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and any comparable provisions of state, local and foreign Tax law (such statement, the “Transfer Sub Purchase Price Allocation Schedule”) for the Seller’s review and comment. In the event the Seller and the PropCo Buyer cannot agree as to the Transfer Sub Purchase Price Allocation Schedule within thirty (30) days of the PropCo Buyer’s delivery of the initial draft of the Transfer Sub Purchase Price Allocation Schedule to the Seller, each of the Seller and the PropCo Buyer shall be entitled to take its own position in any Tax Return, Tax proceeding or audit. If there is a final Transfer Sub Purchase Price Allocation Schedule, each of the Seller and the PropCo Buyer agree to use the allocations set forth on the final Transfer Sub Purchase Price Allocation Schedule (as adjusted to reflect any adjustments to the Transfer Sub Membership Interest Purchase Price) for all Tax purposes (including the preparation and filing of all relevant federal, state, local and foreign Tax Returns) and neither the Seller nor the PropCo Buyer shall take any position inconsistent with such allocations on any income Tax Return or otherwisein any Tax Action, unless in each case, except to the extent otherwise required pursuant to do so by applicable a change in Law or a “determination,” within the meaning of Section 1313(a)(11313(a) of the Code; providedCode (or any similar provision of applicable state, however, that nothing contained herein shall prevent Buyer local or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationforeign Law).

Purchase Price Allocation. (a) The Unadjusted Parties agree that the Initial Purchase Price has been shall be allocated among the Assets by Buyer Acquired Properties and the Assumed Liabilities as set forth in Exhibit A-3. Annex C attached hereto (the “Allocated Asset Values”) and the Buyer represents that and the Seller shall, prior to Closing, adjust the Allocated Asset Values constitute reasonable and good faith allocations of as reasonably determined by the Unadjusted Purchase Price among Parties to reflect the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price Closing Cash Consideration that are made pursuant to this Agreement. The Buyer and the Seller shall, and shall cause its Subsidiaries to, (a) cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Internal Revenue Code) with respect to the Allocated Asset Values, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Closing Cash Consideration, and (b) file all federal, state and local Tax Returns and related tax documents consistent with such Allocated Asset Values. (b) Notwithstanding anything to the contrary contained herein, the Buyer and shall have the unilateral right from time to time to adjust the Allocated Asset Values (an “AAV Adjustment”) upon written notice to the Seller acknowledge thatdelivered on or before December 4, under Section 1060 of 2014, provided that (i) any AAV Adjustment shall not result in a change to the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Initial Purchase Price and (as adjusted ii) any AAV Adjustment shall be proposed for a valid business purpose and not solely with the intent of either (a) decreasing the costs payable by the Purchase Price AdjustmentsBuyer pursuant to Section 3.9 hereof or (b) to decreasing the United States Secretary of Treasury overall Closing Cash Consideration payable by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent accordance with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with terms hereof by (I) increasing the Allocated Values set forth Asset Value of an Acquired Property that is subject to an Purchase Option which is exercised or expected to be exercised or (II) decreasing the Allocated Asset Value of an Acquired Property that suffers a Casualty or Taking. Notwithstanding the foregoing, in Exhibit A-3 and shall be revised to take into account the Purchase Price event that the Section 3.9 Seller Costs actually exceed the Adjusted Closing Costs Threshold as a result of any AAV Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments made pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposesSection 3.6, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) 3.6 of the Code; providedCIR II Purchase Agreement or Section 3.6 of the CIR III Purchase Agreement, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller then the Initial Purchase Price shall be required to litigate before any court any proposed deficiency or adjustment increased by any taxing authority challenging the amount by which such allocationclosing costs exceed the Adjusted Closing Costs Threshold.

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been shall be allocated among the Purchased Assets for Tax purposes as set forth on Schedule 2.6 attached hereto, which shall be agreed upon by Buyer the Purchaser and Seller prior to the Initial Closing Date, and shall constitute a binding allocation of the Purchase Price amongst the Purchased Assets for Tax purposes (the “Purchase Price Allocation”). If agreed upon as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable immediately preceding sentence, Purchaser and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (bincluding any Assumed Liabilities that are treated as consideration for the Purchased Assets for federal income tax purposes) Buyer and Seller acknowledge that, under all other amounts constituting consideration within the meaning of Section 1060 of the Code, Buyer and Seller must report information regarding shall be allocated among the allocation Purchased Assets based on the principles as set forth in Section 1060 of the Unadjusted Code and the regulations promulgated thereunder, as reflected in the IRS Form 8594. If the Seller and Purchaser agree upon the Purchase Price Allocation, Seller and Purchaser agree to (as adjusted i) be bound by the Purchase Price AdjustmentsAllocation, (ii) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of act in accordance with the Purchase Price Allocation in the preparation and the filing of all Tax Returns (including filing or causing to be filed Form 8594 with applicable U.S. federal income Tax Returns for the “Allocation Schedule”taxable year that includes the Initial Closing Date) and shall prepare in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) take no position and not cause their respective Forms 8594 with respect Affiliates to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocationthe Purchase Price Allocation for Income Tax purposes, as updated by the Parties to reflect any adjustments unless otherwise required pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(11313(a) of the Code. If the Purchaser and Seller are unable to agree upon an allocation prior to the Initial Closing Date, each of Purchaser and Seller shall adopt their own allocation and complete and execute a Form 8594 in accordance with such allocation and Purchaser’s allocation shall control with respect to the amount to be stated on any transfer tax declaration and in calculating any transfer, recordation or similar tax paid in connection with the conveyance of the Purchased Assets; provided, however, that nothing contained herein Purchaser’s allocation must be commercially reasonable based on the value of the Purchased Assets included in each asset class set forth in the allocation and the allocation to each such asset class shall prevent Buyer not be deemed accepted by or binding upon Seller from settling for purposes of any proposed deficiency Tax Returns or adjustment other filings prepared or filed by Seller after the Closing. (b) In the event that the Purchase Price Allocation is disputed, in whole or in part, by any taxing authority based upon or arising out Governmental Authority, the Party receiving the notice of such allocation, dispute shall promptly notify the other Parties in writing of such dispute and neither Buyer nor Seller shall be required use commercially reasonable efforts to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging keep the other Parties apprised of material developments concerning the resolution of such allocationdispute.

Purchase Price Allocation. (a) The Unadjusted As promptly as practicable after the date hereof, Buyer and Seller (on behalf of it, and as agent for each other Seller Party) shall agree to an allocation of the Cash Purchase Price has been allocated among that will be paid to, or for the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute benefit of, each Seller Party, which allocation shall be reasonable and good faith allocations in accordance with the principles of section 1060 of the Unadjusted Purchase Price among Code and the AssetsTreasury Regulations thereunder. If Buyer and Seller cannot agree on the amounts and Buyer agree that allocations described in the Allocated Values preceding sentence, such amounts and allocations shall be used to compute any adjustments to prepared by the Unadjusted Purchase Price Accounting Firm. The allocation determined pursuant to this AgreementSECTION 5.9(a) shall be final, conclusive and binding on Buyer and each of Seller Parties for tax purposes only. (b) Buyer and As promptly as practicable after the date hereof, with respect to each Seller acknowledge that, under Section 1060 of the CodeParty, Buyer and Seller must report information regarding (on behalf of it, and as agent for each other Seller Party) shall agree to an allocation of the Cash Purchase Price allocated to each Seller Party pursuant to SECTION 5.9(a) and the Assumed Liabilities attributable to each such Seller Party among the Acquired Assets attributable to each such Seller Party, which allocations shall be reasonable and in accordance with section 1060 of the Code and the Treasury Regulations thereunder. If Buyer and Seller cannot agree on the amounts and allocations described in the preceding sentence, such amounts and allocations shall be prepared by the Accounting Firm. The allocation determined pursuant to this SECTION 5.9(b) shall be final, conclusive and binding on Buyer and each of Seller 77 Parties for tax purposes only. Buyer and each Seller Party shall file an asset acquisition statement on IRS Form 8594 (or any replacement or successor form) reflecting the allocation of the Unadjusted portion of the Cash Purchase Price and the Assumed Liabilities attributable to each such Seller Party among the Acquired Assets attributable to each such Seller Party. (as adjusted c) Buyer and each Seller Party shall (i) be bound by the Purchase Price Adjustments) allocations determined pursuant to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”SECTIONS 5.9(a) and shall (b) for purposes of all Tax related matters, (ii) prepare their respective Forms 8594 and file all Tax Returns to be filed with respect to transactions contemplated by this Agreement any Tax authority in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 such allocations determined pursuant to SECTIONS 5.9(a) and shall be revised to (b) and (iii) take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any no position inconsistent with such allocation, as updated by the Parties to reflect any adjustments allocations determined pursuant to this Agreement SECTIONS 5.9(a) and (b) in any assumed obligations Tax Return, any Action before any Tax or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return Governmental Body or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) . If any of the Code; provided, however, that nothing contained herein shall prevent Buyer allocations determined pursuant to SECTION 5.9(a) or Seller from settling any proposed deficiency or adjustment (b) are disputed by any taxing authority based upon or arising out Tax authority, the party receiving notice of such allocationdispute shall promptly notify and consult with the other party hereto concerning resolution of such dispute, and neither Buyer nor and each Seller Party shall cooperate in good faith in responding to such challenge in order to preserve the effectiveness of the allocations determined pursuant to SECTIONS 5.9(a) and (b). (d) Notwithstanding anything to the contrary contained in this SECTION 5.9, the amount, if any, paid by Buyer pursuant to SECTION 2.5(b) shall be required to litigate before any court any proposed deficiency or adjustment allocated by any taxing authority challenging such allocationBuyer and Seller among the Seller Parties and the Acquired Assets of each Seller Party in accordance with, and subject to, the principles of, and obligations set forth in, this SECTION 5.9.

Purchase Price Allocation. On or before the date that is one hundred and twenty (a120) The Unadjusted Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes calendar days following the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding shall deliver to ABI a proposed allocation of the Purchase Price (including any Liabilities that are assumed or deemed assumed by Buyer for United States federal income Tax purposes) among the Transferred Assets and the assets owned (or deemed owned for U.S. federal income Tax purposes) by the JV in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (such allocation, the “Buyer Allocation”). If ABI disagrees with the Buyer Allocation, ABI may, within thirty (30) calendar days after delivery of the Buyer Allocation, deliver a notice (the “ABI Allocation ScheduleNotice”) to Buyer to such effect, specifying those items as to which ABI disagrees and setting forth ABI’s proposed allocation. If the ABI Allocation Notice is duly delivered, Buyer and ABI shall, during the fifteen (15) calendar days following such delivery, work together in good faith to reach agreement on the disputed items or amounts. If Buyer and ABI are unable to reach such agreement, they shall promptly thereafter submit for resolution the items remaining in dispute to an independent accountant and shall prepare instruct the independent accountant to make a determination regarding such dispute as promptly as practicable, and in any event within thirty (30) calendar days after the date on which such dispute is referred to the independent accountant (or such longer period as the independent accountant may reasonably require). The fees and expenses of the independent accountant shall be allocated evenly between Buyer and ABI. The allocation, as prepared by Buyer if no ABI Allocation Notice has been timely given, as adjusted pursuant to any agreement between Buyer and ABI, or as determined by the independent accountant (the “Allocation”), shall be conclusive and binding on the parties hereto. To the extent permitted by applicable Law, Buyer and ABI agree to (and shall cause their respective Forms 8594 with respect to transactions contemplated by this Agreement Affiliates to) report, act and file in a manner consistent accordance with the Allocation Schedulein any relevant Tax Returns or Tax filings and to cooperate in the preparation of any such Tax forms. The Allocation Schedule parties hereto shall be prepared consistent with promptly advise one another of the Allocated Values set forth in Exhibit A-3 and shall be revised existence of any Tax audit, controversy, litigation or other Tax proceeding related to take into account the Purchase Price Adjustments consistent with Allocation. None of the provisions set forth in this Section 11.01. Neither Buyer nor Seller parties hereto shall take any position (whether on any Tax Returns, in any Tax proceeding or otherwise with respect to Taxes) that is inconsistent with such allocation, as updated by the Parties Allocation except to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless the extent required to do so by applicable Law or otherwise required pursuant to a “determination,” within the meaning of 13 Section 1313(a)(11313(a) of the Code; providedCode (or any analogous provision of state, howeverlocal or non-United States Law). Buyer and ABI will revise the Allocation to the extent necessary to reflect any adjustments to the Purchase Price. In the case of any such adjustment, that nothing contained herein Buyer shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out prepare and deliver to ABI a revised Allocation, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationrevision.

Purchase Price Allocation. (a) The Unadjusted Seller and Purchaser have agreed to a preliminary allocation of the Purchase Price has been allocated set forth in Section 3.1 (excluding for this purpose any Assumed Liabilities, the Net Inter-Company Payables Amount, and any other relevant items that are properly treated for Tax purposes as additional purchase price paid by Purchaser and the Purchaser Designees pursuant to this Agreement but that were not capable of being estimated prior to the date hereof) among the Purchased Assets by Buyer as set forth on Schedule 3.3 (the "Preliminary Allocation"). (b) Prior to the Closing, Seller and Purchaser shall together and in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations agree on the allocation of the Unadjusted Purchase Price among amounts set forth on the Assets. Seller Preliminary Allocation to the Target Assets and Buyer agree that stock of the Allocated Values shall be used Purchased Subsidiaries for which stamp duty is payable in order to compute any effect the conveyance of the foregoing to Purchaser or the Purchaser Designees (as applicable) (the "Stamp Duty Allocation"). (c) Within 30 calendar days after final determination of the adjustments to the Unadjusted Purchase Price under Article IV, Seller and Purchaser shall together and in good faith agree on (i) the total purchase price of the Purchased Assets for Tax purposes (including for this purpose any Assumed Liabilities, the Net Inter-Company Payables Amount, adjustments to the Purchase Price made pursuant to Article IV and any other relevant items that are properly treated for Tax purposes as purchase price for the Purchased Assets paid by Purchaser and the Purchaser Designees pursuant to this Agreement), (ii) the adjustments to the Preliminary Allocation that are required by reason of such Assumed Liabilities, the Net Inter-Company Payables Amount, adjustments to the Purchase Price made pursuant to Article IV and other relevant items that are properly treated for Tax purposes as purchase price for the Purchased Assets paid by Purchaser and the Purchaser Designees pursuant to this Agreement (the Preliminary Allocation as so adjusted, the "Final Allocation"), and (iii) with respect to each Purchased Subsidiary that immediately prior to the Closing is a U.S. LLC that is classified as an entity disregarded as separate from its sole owner under section 301.7701-3(b)(1) of the U.S. Treasury Regulations, the total purchase price for Tax purposes of the assets of such Purchased Subsidiary and an allocation of such total purchase price among the assets of such Purchased Subsidiary (the "LLC Allocation"), in each case, in a manner consistent with the Purchase Price set forth in Section 3.1, the Preliminary Allocation, the Stamp Duty Allocation, the adjustments to the Purchase Price made pursuant to Article IV and the applicable Tax Laws (including, without limitation, Section 1060 of the Code and the U.S. Treasury Regulations thereunder) and based on the Purchased Assets to which such Assumed Liabilities, Net Inter-Company Payables Amount, adjustments to the Purchase Price and other relevant items are attributable. (d) Seller and Purchaser shall together and in good faith agree on any subsequent adjustment to the total purchase price of the Purchased Assets for Tax purposes, the Final Allocation and the LLC Allocations (as the case may be) that is required by reason of any indemnification payment or other payment made pursuant to this Agreement based on the Purchased Asset to which such payment is attributable and in accordance with applicable Tax Laws, within 15 calendar days of such indemnification payment or other payment being made pursuant to this Agreement. (be) Buyer Seller and Seller acknowledge that, under Section 1060 Purchaser shall cooperate and negotiate in good faith to resolve any disputes concerning any of the Codeitems described in subsection (b), Buyer and Seller must report information regarding the allocation (c) or (d) of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” 3.3 within the meaning of Section 1313(a)(1) of the Code; specified time period, provided, however, that nothing contained herein shall prevent Buyer or if Seller from settling and Purchaser ultimately are unable to agree with respect to any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocationitems within the specified time period, and neither Buyer nor Seller no later than ten calendar days after the end of the specified time period, the items in dispute shall be required referred to litigate before any court any proposed deficiency a single Independent Firm, mutually selected and jointly engaged, by the parties, for resolution by the Independent Firm. "Independent Firm" shall mean either KPMG LLP or adjustment Deloitte & Touche LLP, or, if each of those firms is unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by any taxing authority challenging the parties hereto in writing. The Independent Firm shall be instructed to notify Seller and Purchaser in writing of its resolution of such allocationdisputed items within fifteen Business Days of such referral, that the Independent Firm's review shall be strictly limited to such disputed items and that its resolution of such disputed items must be consistent with the Preliminary Allocation and all of the items described in subsections (b), (c) and (d) of this Section 3.3 to which the parties have agreed. The Independent Firm's resolution of such disputed items shall be conclusive, final and binding on Seller and Purchaser and their respective Affiliates for all Tax purposes and the Final Allocation and the LLC Allocations shall be adjusted to reflect such resolution. The expenses and fees of the Independent Firm incurred in connection with such dispute shall be borne by Seller and Purchaser in inverse proportion as they may prevail on disputed items resolved by the Independent Firm, which proportionate allocations shall also be determined by the Independent Firm at the time the determination of the Independent Firm is rendered on the disputed items.

Purchase Price Allocation. (a) The Unadjusted Parties agree to allocate the Final Purchase Price has been allocated and any other items that are treated as additional consideration for U.S. federal income tax purposes (the “Tax Consideration”) (i) among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that Purchased Entities and (ii) for the Allocated Values constitute reasonable and good faith allocations portion of the Unadjusted Purchase Price Tax Consideration allocable to RCL, among the AssetsSubsidiaries of RCL and any Joint Ventures that RCL owns (directly or indirectly) (looking through any such Subsidiary or Joint Venture treated as a partnership or disregarded entity for U.S. federal income tax purposes to the assets of such Subsidiary or Joint Venture) in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and any other relevant provisions of applicable Tax Law. Within 120 days following the Closing Date, Seller shall prepare and deliver to Purchaser for Purchaser’s review an allocation of the Tax Consideration (i) among the Purchased Entities and (ii) with respect to the Tax Consideration allocable to RCL, among the Subsidiaries of RCL and any Joint Ventures that RCL owns (directly or indirectly) (looking through any such Subsidiary or Joint Venture treated as a partnership or disregarded entity for U.S. federal income tax purposes to the assets of such Subsidiary or Joint Venture) for U.S. federal, and applicable state and local, income Tax purposes (including the reporting of gain to Seller and Buyer agree that any determinations under Sections 751 and 755 of the Allocated Values shall be used to compute any adjustments to Code) (such allocation, the Unadjusted Purchase Price pursuant to this Agreement“Proposed Allocation”). (b) Buyer The Proposed Allocation shall become final and binding on Purchaser, Seller acknowledge thatand their Affiliates within thirty (30) days of receipt by Purchaser, under Section 1060 unless Purchaser provides written notice together with reasonable supporting documentation of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) its objection to the United States Secretary of Treasury by attaching Department of TreasuryProposed Allocation, Internal Revenue Service, Form 8594 specifying those items as to their federal income tax returns for which Purchaser disagrees with the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price calculation (the “Purchaser’s Allocation ScheduleNotice”). If the Purchaser’s Allocation Notice is duly and timely delivered, Seller and Purchaser shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation. Notwithstanding any other provision in this Agreement to the contrary, if Seller and Purchaser are unable to resolve any such dispute within the thirty (30)-day period following the delivery of Purchaser’s Allocation Notice, then Seller and Purchaser shall prepare their respective Forms 8594 each be entitled to use its own allocation with respect to transactions contemplated the items in dispute; provided that Purchaser and Seller shall each be bound by this Agreement any item on the Proposed Allocation not in a manner consistent dispute (such undisputed items, the “Agreed Items”). The allocation, as prepared by Seller if no Purchaser’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser, or with respect to Agreed Items (the Allocation Schedule“Allocation”) shall be conclusive and binding on the parties hereto. The Allocation Schedule shall be prepared consistent with adjusted, as necessary, to reflect any subsequent adjustments to the Allocated Values set forth in Exhibit A-3 and Tax Consideration. Any such adjustment shall be revised allocated to take into account the Purchase Price Adjustments consistent with asset or assets to which such adjustment is attributable. None of the provisions set forth in this Section 11.01. Neither Buyer nor Seller Parties or any of their respective Affiliates shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, Allocation on any income Tax Return Return, in connection with any Tax Proceeding or otherwise, unless in each case, except to the extent required pursuant to do so by applicable Law or a “final determination,” within the meaning of Section 1313(a)(11313(a) of the Code; providedCode (or any similar provision of state, however, that nothing contained herein shall prevent Buyer local or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationforeign Law).

Purchase Price Allocation. Not less than three (a3) The Unadjusted Business Days prior to the anticipated Closing Date, the Purchaser Group shall prepare and deliver to the Sellers a preliminary allocation of the Purchase Price has been allocated among and Asset Seller Non‑Contingent Assumed Liabilities (plus other relevant items) amongst the Purchased Assets and including an allocation of such amount to the Purchased Assets located in each province and an allocation between Real Property and other property, to be used for calculating the amount(s) of Transfer Taxes to be remitted by Buyer as set forth in Exhibit A-3Asset Seller or self‑assessed by Canadian Purchaser to the relevant Governmental Entities, and the Purchased Shares (the "Preliminary Purchase Price Allocation"). Buyer represents that the Allocated Values constitute reasonable and good faith allocations Within thirty (30) days of the Unadjusted determination of the Final Adjustment Statement, the Purchaser Group shall prepare and deliver to the Sellers a final allocation of the Purchase Price among and Asset Seller Non‑Contingent Assumed Liabilities (plus other relevant items) amongst the AssetsPurchased Assets and the Purchased Shares (the "Final Purchase Price Allocation"). Seller The Preliminary Purchase Price Allocation and Buyer agree that the Allocated Values Final Purchase Price Allocation shall be used prepared in accordance with applicable Law. The Parties shall file, and shall cause their Affiliates to compute file, all Tax Returns and statements, forms and schedules (including IRS Form 8594, if applicable) in connection therewith in a manner consistent with this Section 6.11 and shall take no position contrary thereto unless required to do so by a change in applicable Laws. The Purchaser Group and the Sellers shall promptly inform one another of any adjustments challenge by any Governmental Entity to the Unadjusted Purchase Price any allocation made pursuant to this Agreement. (b) Buyer Section 6.11 and Seller acknowledge thatshall consult with one another, under Section 1060 of and keep one another informed with respect to, the Codestatus of, Buyer and Seller must report information regarding the allocation of the Unadjusted any discussion, proposal or submission with respect to, such challenge. The Final Purchase Price (as adjusted by Allocation shall be modified to reflect any adjustment to the Purchase Price Adjustments) to after the United States Secretary of Treasury Closing, as reasonably determined by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing DatePurchaser Group. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation the Parties shall engage Valuation Research Corporation to prepare a valuation of the Purchased Assets (the "Purchased Assets Valuation") and the Parties shall use reasonable best efforts to cooperate with each other in order to facilitate the completion of the Purchased Assets Valuation not less than five (5) Business Days prior to the anticipated Closing Date. In connection therewith, the fees and expenses of Valuation Research Corporation shall be borne fifty percent (50%) by the Sellers and fifty percent (50%) by the Purchaser Group. The Purchaser Group shall determine and allocate the portion of the Preliminary Purchase Price Allocation to the Purchased Assets in accordance with the Purchased Assets Valuation (the “"Preliminary Purchased Assets Allocation"), subject to the Sellers' reasonable comments and Sellers' consent (not to be unreasonably withheld, conditioned or delayed). The Purchaser Group shall determine and allocate the portion of the Final Purchase Price Allocation Schedule”to the Purchased Assets in the same manner used to prepare the Preliminary Purchased Assets Allocation (the "Final Purchased Assets Allocation"), and such Final Purchased Assets Allocation shall only be modified to reflect an adjustment to the Purchase Price, for Tax purposes, after the Closing. The Purchaser Group acknowledges that (i) the Sellers have delivered to them preliminary valuation materials which indicate that the aggregate, estimated value of the Purchased Assets is approximately $75 million and shall prepare their respective Forms 8594 with respect (ii) while such estimated value is not binding on the Parties or Valuation Research Corporation, the Sellers may deliver such materials to transactions contemplated by this Agreement Valuation Research Corporation in a manner consistent connection with the Allocation Schedule. The Allocation Schedule shall valuation to be prepared consistent with the Allocated Values by Valuation Research Corporation (as set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationherein).

Purchase Price Allocation. (a) The Unadjusted As promptly as practicable after the date hereof, Buyer and Seller (on behalf of it, and as agent for each other Seller Party) shall agree to an allocation of the Cash Purchase Price has been allocated among that will be paid to, or for the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute benefit of, each Seller Party, which allocation shall be reasonable and good faith allocations in accordance with the principles of section 1060 of the Unadjusted Purchase Price among Code and the AssetsTreasury Regulations thereunder. If Buyer and Seller cannot agree on the amounts and Buyer agree that allocations described in the Allocated Values preceding sentence, such amounts and allocations shall be used to compute any adjustments to prepared by the Unadjusted Purchase Price Accounting Firm. The allocation determined pursuant to this AgreementSection 5.9(a) shall be final, conclusive and binding on Buyer and each of Seller Parties for tax purposes only. (b) Buyer and As promptly as practicable after the date hereof, with respect to each Seller acknowledge that, under Section 1060 of the CodeParty, Buyer and Seller must report information regarding (on behalf of it, and as agent for each other Seller Party) shall agree to an allocation of the Cash Purchase Price allocated to each Seller Party pursuant to Section 5.9(a) and the Assumed Liabilities attributable to each such Seller Party among the Acquired Assets attributable to each such Seller Party, which allocations shall be reasonable and in accordance with section 1060 of the Code and the Treasury Regulations thereunder. If Buyer and Seller cannot agree on the amounts and allocations described in the preceding sentence, such amounts and allocations shall be prepared by the Accounting Firm. The allocation determined pursuant to this Section 5.9(b) shall be final, conclusive and binding on Buyer and each of Seller Parties for tax purposes only. Buyer and each Seller Party shall file an asset acquisition statement on IRS Form 8594 (or any replacement or successor form) reflecting the allocation of the Unadjusted portion of the Cash Purchase Price (as adjusted by and the Purchase Price Adjustments) Assumed Liabilities attributable to each such Seller Party among the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 Acquired Assets attributable to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and each such Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationParty.

Purchase Price Allocation. (a) The Unadjusted Seller and Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Final Purchase Price has been allocated and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price (including among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (bPurchased Entity Shares) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price in accordance with Exhibit E attached hereto (the “Allocation Schedule”). Notwithstanding anything in the Allocation Schedule to the contrary, Seller shall be entitled to propose the minimum amount of consideration allocable to the Purchased Entity Shares of the Purchased Entities specified on Section 2.10(a) of the Seller Disclosure Schedules (the “Minimum Allocations”). Seller and its Affiliates, on the one hand, and Purchaser and its Affiliates, on the other, shall prepare their respective Forms 8594 negotiate in good faith to determine the Minimum Allocations and Purchaser’s agreement on such Minimum Allocations shall not be unreasonably withheld, conditioned or delayed; provided that, if Purchaser reasonably determines in good faith that (i) the Minimum Allocations are expected to exceed the allocations that would otherwise be required for such Purchased Entity Shares pursuant to the methodologies set forth in the Allocation Schedule and (ii) the Minimum Allocations would adversely affect the “step-up” in U.S. federal income tax basis of Purchaser or its Affiliates with respect to the Transaction in a manner that is more than de minimis, then Purchaser and Seller agree that: (A) Purchaser may determine to withhold, condition or delay its consent to the Minimum Allocations and such determination will not be considered unreasonable and (B) if Purchaser withholds, conditions or delays its consent to the Minimum Allocations pursuant to clause (A) of this sentence, then Purchaser and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, shall cooperate in good faith to determine the Minimum Allocations. Purchaser shall, and shall cause its Affiliates to, promptly consider and respond to any such proposal and use reasonable best efforts to finalize the Minimum Allocations with thirty (30) days of receipt of Seller’s proposal. Seller and its Affiliates shall prepare at its sole cost and expense any valuation necessary to propose the Minimum Allocations and each party shall otherwise bear its own out-of-pocket costs and expenses incurred in connection with such negotiation. If Seller and Purchaser are unable to reach an agreement with respect to the Minimum Allocations on or before the date on which the Allocations (as defined below) would otherwise be made final, they shall promptly resolve any remaining disputes consistent with the provisions of Section 2.10(b). Seller and Purchaser shall revise the Allocations (as defined below) as necessary to reflect the Minimum Allocations agreed pursuant to this Section 2.10. (b) No later than sixty (60) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.9 (or, if sooner, no later than sixty (60) days before the due date for filing of any IRS Form 8883 that is required to be filed with respect to the transactions contemplated by this Agreement Agreement), Seller shall deliver to Purchaser proposed allocations (including allocations with respect to the assets of any Purchased Entities which assets are deemed acquired for U.S. federal income Tax purposes and allocations of the “aggregated deemed sales price” as defined in the applicable Treasury Regulations under Section 338 of the Code with respect to Purchased Entities for which Purchaser makes an election under Section 338(g) of the Code) of the Final Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes to Seller as of the Closing Date, in each case determined in a manner consistent with the Allocation Schedule, Section 338 of the Code, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Seller’s Allocations”). The If Purchaser disagrees with any of Seller’s Allocations, Purchaser may, within thirty (30) days after delivery of Seller’s Allocations, deliver a notice (the “Purchaser’s Allocation Schedule Notice”) to Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocations. If Purchaser’s Allocation Notice is duly delivered, Seller and Purchaser shall, during the twenty (20) days following such delivery, use reasonable best efforts to reach agreement on the disputed items or amounts in order to determine the allocations of the Final Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes. If Seller and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Final Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be prepared consistent with the Allocated Values set forth in Exhibit A-3 Allocation Schedule. The allocations, as prepared by Seller if no Purchaser’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm (the “Allocations”), shall be revised conclusive and binding on the parties hereto. Each of Purchaser, Seller and their Affiliates shall (i) prepare (or cause to take into account be prepared) IRS Form 8594, IRS Form 8883, and any similar forms required by state, local or non-U.S. Tax Law with respect to the Purchase Price Adjustments transactions contemplated by this Agreement, in a manner consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocationAllocations, as updated by the Parties to reflect any adjustments finally determined pursuant to this Agreement Section 2.10, (ii) promptly file such forms in the manner required by applicable Law and any assumed obligations or other items treated (iii) provide to Seller true copies of such executed forms and proof of filing. Purchaser, Seller and their Affiliates shall take no position that is inconsistent with the Allocations, as consideration for U.S. federal income tax purposesfinally determined pursuant to this Section 2.10, on any income Tax Return or otherwisein any Tax Proceeding, unless in each case, except to the extent otherwise required pursuant to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(11313(a) of the Code; providedCode (or any analogous provision of state, however, that nothing contained herein shall prevent Buyer local or Seller from settling any proposed deficiency or adjustment non-U.S. law). If the Allocations are disputed by any taxing authority based upon or arising out Taxing Authority, then the party receiving notice of such allocationdispute shall promptly notify and consult with the other party concerning the resolution of such dispute. Upon any adjustment to the Final Purchase Price or any other items that are treated as consideration for Tax purposes, Purchaser, Seller and neither Buyer nor Seller their Affiliates and Representatives shall be required cooperate in good faith to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationrevise the Allocations in a manner consistent with the Minimum Allocations and, to the extent not inconsistent therewith, the methodologies set forth on the Allocation Schedule.

Purchase Price Allocation. Within 60 days after the finalization of the Final Closing Statement pursuant to Section 2.4, the Seller Representative shall prepare, and provide to the Buyer for its review and approval, a proposed allocation (a) The Unadjusted the “Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations Allocation”) of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation portion of the Purchase Price allocated to the purchase of Units and a ratable share of the liabilities of the Company and other relevant Tax items among the assets of the Company and its Subsidiaries for all Tax purposes, including the determination of the portion of the gain or loss recognized upon the sale of the Units that is attributable to the Company’s “unrealized receivables” and “inventory items” (as such terms are defined in Section 751 of the “Code). Within thirty days following the Seller Representative’s delivery of the Purchase Price Allocation, the Buyer shall inform the Seller Representative in writing whether it has approved the Purchase Price Allocation Schedule”) (and in the event that the Buyer fails to respond in writing within such 30-day period, the Buyer shall be deemed to have approved the Purchase Price Allocation). Provided that the Buyer approves the Purchase Price Allocation, the Sellers, the Buyer and the Company shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement and file all Tax Returns and related forms in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with Allocation, except to the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated extent otherwise required by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” determination (within the meaning of Section 1313(a)(11313(a) of the Code; provided). In the event of an adjustment to the Purchase Price, howeverthe Sellers and the Buyer agree to adjust the Purchase Price Allocation in a reasonable manner to reflect such adjustment. If any Governmental Authority disputes the Purchase Price Allocation, that nothing contained herein the party receiving notice of the dispute shall prevent promptly notify the other party and each party shall keep the other reasonably informed of material developments of any such dispute. Notwithstanding the foregoing, if the Buyer or Seller from settling does not approve the Purchase Price Allocation then none of the Buyer, the Sellers, nor any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller their Affiliates shall be required required, pursuant hereto, to litigate before file any court Tax Returns or otherwise take any proposed deficiency positions, in each case that are consistent with the Purchase Price Allocation or adjustment by any taxing authority challenging such the allocation of the other party, but instead each party may allocate the consideration among the assets in a manner it considers appropriate and file its Tax Returns in a manner consistent with its allocation.

Purchase Price Allocation. (a) The Unadjusted Parties and the EMEA Sellers shall (i) first allocate to the tangible Assets, the tangible EMEA Assets and the CIP Unbilled Accounts Receivable of the Acquired Business a proportion of the Purchase Price has been allocated among (and, to the extent properly taken into account under the applicable Tax Laws, the Assumed Liabilities and the EMEA Assumed Liabilities), equal to the net book value of such Assets by Buyer and such EMEA Assets as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Closing Date and (ii) then allocate the balance of the Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments Price, as adjusted in clause (i) of this Section, to the Unadjusted Purchase Price pursuant to this Agreementintangible Assets and the intangible EMEA Assets. (b) Buyer To the extent necessary to file Transfer Tax Returns, the Parties shall negotiate in good faith to determine an allocation of the Purchase Price, (and, to the extent properly taken into account under the applicable Tax Laws, the Assumed Liabilities and Seller acknowledge that, under the EMEA Assumed Liabilities) among the Assets and the EMEA Assets in accordance with the principles of Section 1060 of the CodeCode and the Treasury regulations promulgated thereunder and other applicable Tax Laws, Buyer and Seller must report information regarding the which allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner be consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this principles of Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with 2.2.6(a) (such allocation, as updated by a “Partial Allocation”). If the Parties do not reach agreement on a Partial Allocation after negotiating in good faith, the Partial Allocation shall be submitted to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposesthe Accounting Arbitrator, on any income Tax Return or otherwise, unless required to do so by applicable Law or which shall prepare a “determination,” within the meaning of Section 1313(a)(1) of the Codefinal Partial Allocation; provided, however, that nothing contained herein if a different Partial Allocation is required by a Government Entity (including for this purpose an allocation required, approved or authorized pursuant to a Bankruptcy Proceeding), then the Partial Allocation shall prevent Buyer be modified as necessary to be consistent with the required allocation (but in all cases shall be consistent with the principles of Section 2.2.6(a) to the extent permitted by such Government Entity). Notwithstanding the preceding sentence, if the Parties have not reached agreement on the Partial Allocation and the Accounting Arbitrator has not submitted its determination on or Seller before the date that a Transfer Tax Return is required to be filed with the relevant Tax Authority (giving effect to any valid extensions) pursuant to Section 6.7(b), then such Transfer Tax Return shall be timely filed in the manner that the Party with primary responsibility the payment of such Transfer Taxes under this Agreement reasonably determines (the “Transfer Tax Determination”), provided, that such Transfer Tax Determination shall be made in good faith and have a reasonable prospect of being sustained, and provided, further, that, upon receiving the Accounting Arbitrator’s later determination and to the extent permitted under applicable Law, the filing Party shall promptly file, or cause to be filed, an amended return in accordance therewith. The Purchaser agrees to indemnify and hold harmless the Sellers and their respective officers and directors from settling any proposed deficiency or adjustment by any taxing authority based upon or Losses arising out of such allocationor resulting from the Transfer Tax Determination, including without limitation, any Tax, interest, penalty or sanction. The Parties agree (i) to be bound by the final Partial Allocation accepted by the Parties or prepared by the Accounting Arbitrator (as modified to be consistent with the allocation required by a Government Entity, as described above), as applicable, and neither Buyer nor Seller shall be required (ii) to litigate before act in accordance with the allocations contained in such final Partial Allocation for all purposes relating to Transfer Taxes (including the preparation and filing of any court any proposed deficiency or adjustment by any taxing authority challenging such allocation.Transfer Tax Returns). For purposes of this Section

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been allocated among the Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) 2.6.1 Buyer and Seller acknowledge that, under Section 1060 shall use reasonable best efforts and negotiate in good faith to complete within 30 days after the date hereof a statement for purposes of allocating the Estimated Purchase Price and Final Purchase Price as contemplated by this Agreement (the “Purchase Price Allocation”). In the event the Parties are unable to agree to a Purchase Price Allocation within 30 days of the Codedate hereof, Buyer the items in dispute shall be submitted to the Accounting Firm for review and Seller must report information regarding the allocation resolution of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) Allocation. The Parties shall use their respective good faith and commercially reasonable efforts to cause the Accounting Firm to render a Purchase Price Allocation within 60 days following the submission of such matters to the United States Secretary Accounting Firm. The Accounting Firm’s determination of Treasury the Purchase Price Allocation, or the Purchase Price Allocation fully agreed to by attaching Department of Treasurythe Parties, Internal Revenue Service, Form 8594 to their federal income tax returns for shall be the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding final allocation of the Purchase Price (the “Final Allocation”). The Accounting Firm’s determination of the Final Allocation Schedule”) shall be set forth in a written statement delivered to the Parties and shall prepare be final, binding and non-appealable. All fees and expenses of the Accounting Firm shall be borne equally by Seller and Buyer. 2.6.2 Each of Seller and Buyer and their respective Forms 8594 Affiliates shall (i) timely file all forms and Tax Returns required to be filed in connection with the Purchase Price Allocation; (ii) be bound by the Final Allocation for purposes of determining Taxes related to the transfer of the Transferred Press Subsidiaries; (iii) prepare and file, or cause to be prepared and filed, its Tax Returns on a basis consistent with the Final Allocation; and (iv) take no position, and cause no position to be taken, that would be inconsistent with the Final Allocation on any applicable Tax Return, in any proceeding before any Governmental Authority, in any report made for Tax purposes, or otherwise with respect to transactions contemplated any Tax. 2.6.3 If the Final Allocation is disputed by this Agreement any Governmental Authority, the Party receiving notice of such dispute will promptly notify the other Party concerning the existence and resolution of such dispute and Seller and Buyer agree to use their commercially reasonable efforts to defend the Final Allocation in such dispute. 2.6.4 The Final Allocation shall be adjusted once the Closing Balance Sheet and Closing Statement become final in accordance with Section 2.3.4 and Seller and Buyer shall adopt that allocation, as so adjusted, for all Tax purposes. Any adjustment to Estimated Transaction Expenses, Estimated Working Capital or Estimated Closing Indebtedness in accordance with Section 2.5 shall be allocated between the Press Shares according to the Transferred Press Subsidiary to which such item is attributable. In the event of an adjustment in accordance with Section 2.5, the amount shall be added to or subtracted from the Final Purchase Price in accordance with the Final Allocation and, in the event such allocation cannot be determined, then the amount shall be added to or subtracted from the Final Purchase Price proportionately among the Transferred Press Subsidiaries in a manner consistent with the manner in which the Final Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationwas prepared.

Purchase Price Allocation. (a) The Unadjusted Not less than seven (7) days prior to the Closing, the Sellers shall deliver to Buyer a schedule allocating the applicable portion of the Purchase Price has been allocated among attributable to each Real Property owned by the Assets by Buyer as set forth Acquired Companies (other than, for the avoidance of doubt, Dockspot UK Limited) and, with respect to each such Real Property, to the aggregate real property attributable to such Real Property, in Exhibit A-3. Buyer represents each case, to the extent that Transfer Tax is due and payable at Closing with respect to such Real Property (the Allocated Values constitute reasonable and good faith allocations of the Unadjusted “Transfer Tax Purchase Price among Allocation”) for Buyer’s review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed). Following the Assets. Seller and Buyer agree that parties’ agreement, the Allocated Values Transfer Tax Purchase Price Allocation shall be used binding on the parties for purposes of filing Tax Returns related to compute any adjustments Transfer Tax pursuant to Section 8.4(a). Unless otherwise agreed by the Unadjusted parties, the Transfer Tax Purchase Price pursuant to this AgreementAllocation between the Sellers shall be consistent with the Sellers’ Pro Rata Portions. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually The parties agree regarding allocation of that the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or including all other items amounts treated as consideration for U.S. federal income tax purposes) (the “Tax Purchase Price”) shall be allocated among the assets of each Acquired Company, other than the Delayed Consent Subsidiaries, and the equity interests of Dockspot UK Limited (unless it is a Delayed Consent Subsidiary) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or non-U.S. Law, as appropriate) (the “Purchase Price Allocation”). Unless otherwise agreed by the parties, the Purchase Price Allocation between the Sellers shall be consistent with the Sellers’ Pro Rata Portions. For the avoidance of doubt, for U.K. tax purposes, no amount is being paid or allocated to the direct owner of the equity interests of Dockspot UK Limited in respect of such equity interests. Within sixty (60) days after the determination of the post-Closing adjustments to the Purchase Price pursuant to Section 2.9, the Sellers shall deliver a copy of the Purchase Price Allocation to Buyer. Buyer shall, within thirty (30) days after receipt of the Purchase Price Allocation from the Sellers, notify the Sellers if Buyer disagrees with such allocation, and if Buyer does not so notify the Sellers within such thirty (30) day period, the Purchase Price Allocation shall be final and binding on the parties. If Buyer disagrees with such Purchase Price Allocation, Buyer and the Sellers shall make a good faith effort to resolve the dispute. If Buyer and the Sellers have been unable to resolve their differences within thirty (30) days after the Sellers have been notified of Buyer’s disagreement with the Purchase Price Allocation, then the dispute shall be resolved by the Accountants in accordance with the methodology described in Section 2.9, mutatis mutandis (provided, solely for purposes of this Section 2.6(b), the costs and expenses of the Accountants shall be paid 50% by ▇▇▇▇▇, on the one hand, and 50% by the Sellers, on the other hand). (c) Buyer and the Sellers agree that no party will take a position on any income Tax Return Return, before any Governmental Entity charged with the collection of any Tax, or otherwisein any judicial proceeding, unless required that is in any way inconsistent with the Purchase Price Allocation (or Transfer Tax Purchase Price Allocation) except pursuant to do so by applicable Law or a “determination,” final determination within the meaning of Section 1313(a)(11313(a) of the CodeCode (or any similar provision of state, local or non-U.S. Law); provided, however, that nothing contained herein shall prevent Buyer or Seller the parties from settling any proposed deficiency or adjustment by any taxing authority Governmental Entity based upon or arising out of such allocationthe Purchase Price Allocation (or Transfer Tax Purchase Price Allocation), and neither Buyer nor Seller no party shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority Governmental Entity challenging the Purchase Price Allocation (or the Transfer Tax Purchase Price Allocation). (d) In the event of any adjustment to the Tax Purchase Price, the parties shall revise the Purchase Price Allocation to account for such allocationadjustments consistent with the requirements of Section 1060 of the Code and the provisions of this Section 2.6.

Purchase Price Allocation. Within a reasonable period of time after the Closing, Buyer shall deliver its proposed Allocation (aas defined below) to Sellers. Sellers and Buyer shall thereafter use commercially reasonable efforts to agree on the Allocation. The Unadjusted Purchase Price has been (together with the liabilities of Company assumed by the Buyer) shall be allocated among the Assets by Buyer as set forth assets of Company in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under accordance with Section 1060 of the CodeCode and the Treasury Regulations thereunder (and any similar provision of state, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (local or foreign Applicable Law, as adjusted by the Purchase Price Adjustmentsappropriate) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation ScheduleAllocation”) ). Sellers and Buyer shall prepare their respective Forms 8594 with respect to report the transactions contemplated by this Agreement hereby on all Tax Returns, including, but not limited to Form 8594, in a manner consistent with the Allocation ScheduleAllocation. The Allocation Schedule shall be prepared consistent with If after the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account Closing the Purchase Price Adjustments consistent with is adjusted as a result of any indemnity payments made pursuant to this Agreement, Sellers shall prepare such adjustment to the provisions set forth Allocation which adjustment shall be submitted to Buyer, and Sellers and Buyer shall use their commercially reasonable efforts to agree on the final adjustment within 30 days after the indemnity payment is made. Buyer and its Affiliates shall timely and properly prepare, execute, file, and deliver all such documents, forms, and other information as Sellers may reasonably request in preparing any required adjustment to the Allocation. If, contrary to the intent of the Parties hereto as expressed in this Section 11.01. Neither 8.6(f), any Taxing authority makes or proposes an allocation different from the Allocation determined hereunder, Sellers and Buyer nor Seller shall take any position inconsistent cooperate with each other in good faith to contest such Taxing authority’s allocation (or proposed allocation), as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer that, after consultation with the Party (or Seller from settling any Parties) adversely affected by such allocation (or proposed deficiency allocation), the other Party (or adjustment by any taxing authority based upon Parties) hereto may file such protective claims or arising out of such allocation, and neither Buyer nor Seller shall Tax Returns as may be reasonably required to litigate before any court any proposed deficiency protect its (or adjustment by any taxing authority challenging such allocationtheir) interests.

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been and the Assumed Liabilities, to the extent they are considered “amounts realized” for federal income tax purposes, shall be allocated among the Purchased Assets by Buyer as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations of the Unadjusted Purchase Price among the Assets. Seller and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement in a manner consistent with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as applicable), which allocation Buyer shall prepare and deliver to Seller as soon as reasonably practicable after the Closing Date and which allocation shall be subject to Seller’s written approval, not to be unreasonably withheld, conditioned or delayed (as finally determined pursuant to this Section 2.11, the “Allocation”). Buyer and Seller shall negotiate in good faith to resolve any disputes regarding the Allocation. In the event Buyer and Seller cannot reach an agreement with respect to the Allocation, the dispute shall be resolved by mediation, the costs of which will be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. The Parties agree that: (a) each Party shall follow and utilize the Allocation Schedule. The Allocation Schedule shall be prepared for all Tax reporting purposes, including reporting the sale and purchase of the Purchased Assets on all applicable Tax Returns and Tax forms in a manner consistent with such Allocation, and none of the Allocated Values set forth in Exhibit A-3 and shall be revised to take into account the Purchase Price Adjustments consistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller Parties shall take a position on any position Tax Return (including IRS Form 8594), before any Governmental Entity or in any administrative or judicial proceeding that is inconsistent with such allocation, as updated by Allocation without the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) written consent of the Codeother Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority Governmental Entity based upon or arising out of such allocationthe Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority Governmental Entity challenging such allocationAllocation; (b) the Parties shall promptly advise and consult with each other, to the extent legally permissible, regarding or with respect to the existence of any Tax audit, examination, claim for refund, controversy, adjustment or litigation related to any such Allocation; and (c) if the Purchase Price is adjusted (including pursuant to Section 8.7), then the Allocation shall be amended as mutually agreed upon by Buyer and Seller to reflect such adjustment in accordance with Section 1060 of the Code and the Treasury Regulations thereunder.

Purchase Price Allocation. (a) The Unadjusted Purchase Price has been purchase price for the Purchased Assets shall be allocated among with respect to each category of property described on Schedule 2.8 hereto within the Assets by Buyer as ranges set forth in Exhibit A-3thereon. Buyer represents that Prior to the Allocated Values constitute Closing Date, the parties hereto shall use their reasonable efforts to agree on the specific final allocations to each such category within the ranges set forth on Schedule 2.8, and good faith allocations any such agreement shall be final, binding and conclu- sive on the parties hereto. If, prior to the Closing Date the parties hereto cannot come to such agreement, the parties shall engage a firm of nationally recognized independent public ac- countants (the Unadjusted Purchase Price among "Appraisal Firm") selected by the Assets. Seller Company and Buyer agree that the Allocated Values shall be used to compute any adjustments to the Unadjusted Purchase Price pursuant to this Agreement. (b) Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Unadjusted Purchase Price (as adjusted by the Purchase Price Adjustments) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes within 10 days after the Closing Date. Prior If the Company and Buyer are unable to agree on the Appraisal Firm, then Buyer and the Company shall each have the right to request the Ameri- can Arbitration Association to appoint the Appraisal Firm who shall not have had a material business relationship with the Company or Buyer within the past two years, other than pursuant to Section 2.5 or 2.6 hereof. The parties hereto agree to ex- ecute, if requested by the Appraisal Firm, a reasonable engage- ment letter. All fees and expenses relating to the Closingwork, Buyer if any, to be performed by the Appraisal Firm shall be borne equally by the Company and Seller will mutually agree regarding allocation of Buyer. The Appraisal Firm shall act as an arbitrator to determine the Purchase Price (the “Allocation Schedule”) and shall prepare their respective Forms 8594 with respect specific final allocations to transactions each category contemplated by this Agreement Schedule 2.8, but only within the ranges contemplated thereby, and the allocation to the Real Property category will be determined in a manner consistent with the Allocation Schedule. The Allocation Schedule shall be prepared consistent with aggregate without regard to the Allocated Values set forth in Exhibit A-3 and shall be revised specific allocations to take into account the Purchase Price Adjustments consistent with Real Property related to the provisions Affiliate Centers set forth in this Section 11.012.8. Neither The Appraisal Firm's determination shall be made within 30 days of their selection, shall be set forth in a written statement de- livered to the Company and Buyer nor Seller and shall take any position inconsistent be final, binding and conclusive. After the final allocation has been made pur- suant to this Section 2.8, Buyer shall be entitled to ▇▇▇▇▇- locate the allocation with respect to each category to various subcategories of items within such category, so long as such suballocation by Buyer is consistent with the final allocation. Promptly following completion of the final allocation by the parties hereto, or the Appraisal Firm, as contemplated by this Section 2.8, Buyer shall prepare, execute and deliver to the Company an IRS Form 8594 consistent with such final allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation.

Purchase Price Allocation. (a) The Unadjusted To the extent necessary to prepare bills of sale, transfer agreements, or otherwise to timely comply with the requirements of applicable Law in respect of the sale of any of the Purchased Assets, at least twenty (20) days prior to the Closing Date, Purchaser shall deliver to Seller an allocation statement (the “Preliminary Jurisdictional Allocation”), which sets forth the amount of the Base Purchase Price has been allocated among the Assets by Buyer (and any other items that are reasonably anticipated to be treated as set forth in Exhibit A-3. Buyer represents that the Allocated Values constitute reasonable and good faith allocations additional consideration for Tax purposes) allocable to each of the Unadjusted Purchase Price among Seller Entities. If Seller disagrees with the AssetsPreliminary Jurisdictional Allocation, Seller may, within ten (10) days after delivery of such Preliminary Jurisdictional Allocation, deliver a notice to Purchaser to such effect, specifying those items as to which Seller disagrees. Seller and Buyer Purchaser shall, during the ten (10) days following such delivery, cooperate in good faith to resolve such dispute prior to the Closing. In the event Seller and Purchaser are unable to agree that on a Preliminary Jurisdictional Allocation prior to the Allocated Values Closing, Purchaser’s proposed Preliminary Jurisdictional Allocation shall be used to compute any adjustments prepare bills of sale, transfer agreements, and other documents that are required under applicable Law to effect the Unadjusted Purchase Price pursuant to this AgreementTransaction at Closing. (b) Buyer Within ninety (90) days following the determination of the Final Purchase Price, Purchaser shall prepare and deliver to the Seller acknowledge thatfor its prompt review and comment, under an allocation statement (the “Final Allocation”), which sets forth (i) the amount of the Final Purchase Price (and any additional amounts treated as consideration for applicable Tax purposes) allocable to each Seller Entity, (ii) the amount of the Final Purchase Price (and any additional amounts treated as consideration for applicable Tax purposes) allocable among the Purchased Assets in respect of any transfer that is an “applicable asset acquisition” within the meaning of Section 1060 of the Code, Buyer and (iii) the identity of any Seller Entities to which the payments contemplated by Section 2.13 are allocable. The Final Allocation shall be prepared in accordance with Section 1060 of the Code and, to the extent Seller and Purchaser agreed to a Preliminary Jurisdictional Allocation prior to Closing, in a manner consistent with such Preliminary Jurisdictional Allocation. Seller shall notify Purchaser in writing of any objections to the Final Allocation within fifteen (15) days after Seller receives the Final Allocation. If Seller does not notify Purchaser of any objections to the Final Allocation, within that fifteen (15)-day period, the Final Allocation shall be construed as final. If Seller notifies Purchaser of an objection to the Final Allocation by the end of the fifteen (15)-day period, Purchaser and Seller must report information regarding shall attempt in good faith to resolve the allocation dispute, and if Purchaser and Seller are unable to resolve their differences within fifteen (15) days thereafter (“Allocation Dispute Resolution Period”), then the disputed items on the Final Allocation shall be submitted to the Independent Accounting Firm within five (5) days after the end of the Unadjusted Purchase Price Allocation Dispute Resolution Period for resolution with the costs paid 50% by Seller and 50% by Purchaser, and the Independent Accounting Firm shall be instructed to deliver a finalized Final Allocation as soon as possible. (c) Except as adjusted otherwise required by applicable Law or as specifically required pursuant to a “determination” (within the Purchase Price Adjustmentsmeaning of Section 1313(a) to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. Prior to the Closing, Buyer and Seller will mutually agree regarding allocation of the Purchase Price Code or any similar provision of state, local or foreign Law), the Parties and their Affiliates shall report and file Tax Returns (the “Allocation Schedule”including IRS Forms 8594) in all respects and shall prepare their respective Forms 8594 with respect to transactions contemplated by this Agreement for all purposes in a manner consistent with the Allocation ScheduleFinal Allocation, and shall not take any position before any Taxing Authority that is in any way inconsistent with the Final Allocation. The Allocation Schedule Any adjustments made to the Final Purchase Price shall be prepared allocated among the Purchased Assets in a manner consistent with the Allocated Values set forth in Exhibit A-3 Final Allocation. Each of Purchaser and Seller shall be revised notify the other Party to take into account the Purchase Price Adjustments consistent extent a Taxing Authority makes a claim with respect to such Party that is inconsistent with the provisions set forth in this Section 11.01. Neither Buyer nor Seller shall take any position inconsistent with such allocation, as updated by the Parties to reflect any adjustments pursuant to this Agreement and any assumed obligations or other items treated as consideration for U.S. federal income tax purposes, on any income Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of such allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationFinal Allocation.