Common use of Tax Allocation Clause in Contracts

Tax Allocation. (i) Not later than sixty (60) days after the final resolution of the Final Purchase Price, as adjusted pursuant to Section ‎2.3, the Buyer shall prepare and deliver to the Seller a schedule allocating the sum of the Final Purchase Price, and other relevant items treated as purchase price for Income Tax purposes, among the assets of the Company, in a manner consistent with the allocation set forth on Schedule ‎7.8(h), which, for the avoidance of doubt, shall be determined for U.S. federal Income Tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate) (the “Allocation Schedule”). If reasonably requested by the Seller, the Buyer shall provide reasonably sufficient work papers and backup documents related to the preparation of the Allocation Schedule. If the Seller does not object to the Allocation Schedule within thirty (30) days of receipt thereof, such Allocation Schedule shall be deemed final and binding for all purposes of this Agreement. If the Seller objects to the Allocation Schedule, it shall notify the Buyer in writing of such disputed item (or items), its basis for objection in reasonable detail, and proposed changes within thirty (30) days of the receipt of the Allocation Schedule, and the Parties shall negotiate in good faith and shall use reasonable efforts to resolve any such dispute. Any dispute that cannot be resolved through negotiations shall be resolved using the principles of the dispute resolution procedures set forth in Section ‎7.8(c)(iii). (ii) Notwithstanding Section ‎7.8(h)(i), the Parties agree that the allocation pursuant to the Allocation Schedule shall be further adjusted to reflect any indemnification payments made pursuant to ‎Article 10 that are treated as adjustments to the Final Purchase Price pursuant to Section ‎10.10, in a manner consistent with the allocation agreed upon pursuant to Section ‎7.8(h)(i) and Section 1060 of the Code and the Treasury Regulations thereunder. (iii) Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594, in a manner consistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h), and (B) take no position in any Tax Return, Tax Contest, proceeding or otherwise that is inconsistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h). In the event that any of the allocations set forth in the Allocation Schedule are disputed by any Taxing Authority, the Party receiving notice of such dispute shall promptly notify and consult with the other Parties concerning the resolution of such dispute and use reasonable best efforts to contest such dispute in a manner consistent with this Section ‎7.8(h).

Tax Allocation. The Purchase Price shall be allocated in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (ia) Not the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No later than sixty (60) days after the final resolution Closing Date, Seller shall deliver to Purchaser an allocation of the Final Purchase PricePrice among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as adjusted pursuant agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to Section ‎2.3the extent otherwise required by applicable law, the Buyer shall (a) Seller and Purchaser agree to prepare and deliver to the Seller a schedule allocating the sum of the Final Purchase Pricefile an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and other relevant items treated as purchase price for Income any comparable state or local income Tax purposes, among the assets of the Companyform, in a manner consistent with the allocation set forth on Schedule ‎7.8(h)Final Allocation, which, for the avoidance of doubt, (b) Seller and Purchaser shall be determined for U.S. federal Income Tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate) (the “Allocation Schedule”). If reasonably requested by the Seller, the Buyer shall provide reasonably sufficient work papers and backup documents related to the preparation of the Allocation Schedule. If the Seller does not object to the Allocation Schedule within thirty (30) days of receipt thereof, such Allocation Schedule shall be deemed final and binding for all purposes of this Agreement. If the Seller objects to the Allocation Schedule, it shall notify the Buyer in writing of such disputed item (or items), its basis for objection in reasonable detail, and proposed changes within thirty (30) days of the receipt of the Allocation Schedule, and the Parties shall negotiate in good faith and shall use reasonable efforts to resolve any such dispute. Any dispute that cannot be resolved through negotiations shall be resolved using the principles of the dispute resolution procedures set forth in Section ‎7.8(c)(iii). (ii) Notwithstanding Section ‎7.8(h)(i), the Parties agree that the allocation pursuant to the Allocation Schedule shall be further adjusted to reflect any indemnification payments made pursuant to ‎Article 10 that are treated as adjustments adhere to the Final Purchase Price pursuant Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to Section ‎10.10same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a manner consistent with the allocation agreed upon pursuant to Section ‎7.8(h)(i) and Section 1060 of the Code and the Treasury Regulations thereunder. (iii) Each of the Parties and their respective Affiliates shalljudicial or administrative proceeding, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594, in a manner consistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h), and (B) take no position in assert or maintain any Tax Return, Tax Contest, proceeding or otherwise reporting position that is inconsistent with this Agreement or the Final Allocation Schedule, as finally determined pursuant agreed to this Section ‎7.8(h). In the event that any of the allocations set forth in the Allocation Schedule are disputed by any Taxing Authority, the Party receiving notice of such dispute shall promptly notify and consult with the other Parties concerning the resolution of such dispute and use reasonable best efforts to contest such dispute in a manner consistent accordance with this Section ‎7.8(h)Agreement.

Tax Allocation. (i) Not later than sixty (60) days after Prior to the final resolution Closing, Seller and Purchaser shall cooperate in good faith to determine a reasonable allocation of the Final Purchase Pricetotal consideration paid for the Transferred Assets, as adjusted finally determined pursuant to Section ‎2.3, the Buyer shall prepare and deliver to the Seller a schedule allocating the sum of the Final Purchase Price, and other relevant items treated as purchase price for Income Tax purposes, among the assets of the Company, in a manner consistent with the allocation set forth on Schedule ‎7.8(h2.1(d), whichSection 2.1(i) and Section 3.3, for the avoidance of doubt, shall be determined for U.S. federal Income Tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate) (the “Allocation SchedulePurchase Price Allocation”). If reasonably requested by the Seller, the Buyer Seller and Purchaser shall provide reasonably sufficient work papers and backup documents related to the preparation of the Allocation Schedule. If the Seller does not object to the Allocation Schedule within thirty (30) days of receipt thereof, such Allocation Schedule shall be deemed final and binding for all purposes of this Agreement. If the Seller objects to the Allocation Schedule, it shall notify the Buyer in writing of such disputed item (or items), its basis for objection in reasonable detail, and proposed changes within thirty (30) days of the receipt of the Allocation Schedule, and the Parties shall negotiate cooperate in good faith to mutually agree to such allocation and shall use reasonable efforts reduce such agreement to resolve any such dispute. Any dispute that cannot be resolved through negotiations writing, which agreement shall be resolved using reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the principles of the dispute resolution procedures set forth in Section ‎7.8(c)(iii). Code (ii) Notwithstanding Section ‎7.8(h)(ior state or local Tax law), Treasury Regulations or the Parties agree that the allocation pursuant Internal Revenue Service or other Governmental Authority (together with any and all attachments required to the Allocation Schedule shall be further adjusted to reflect any indemnification payments made pursuant to ‎Article 10 that are treated as adjustments to the Final Purchase Price pursuant to Section ‎10.10filed therewith), which forms and statements will be prepared in a manner consistent with the allocation agreed upon pursuant Purchase Price Allocation. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to Section ‎7.8(h)(i) take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code Code. Seller and the Treasury Regulations thereunder. (iii) Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and Purchaser shall not file all Tax Returns, including all IRS Forms 8594, in a manner consistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h), and (B) take no position in any Tax Return, Tax Contest, proceeding Return or other documents or otherwise take any position with respect to Taxes that is inconsistent with the Allocation SchedulePurchase Price Allocation; provided, as finally determined however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section ‎7.8(h). In the event that any of the allocations set forth in the Allocation Schedule are disputed by any Taxing Authority, the Party receiving notice of such dispute shall promptly notify 2.1(j) and agree to consult with and keep one another informed with respect to the other Parties concerning the resolution of state of, and any discussion, proposal or submission with respect to, such dispute and use reasonable best efforts to contest such dispute in a manner consistent with this Section ‎7.8(h)challenge.

Tax Allocation. Within thirty (i) Not later than sixty (6030) days after following the final resolution Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Final Base Purchase Price, Price as adjusted pursuant to Section ‎2.33.3, the Buyer shall prepare and deliver to the Seller a schedule allocating the sum of the Final Purchase Price, and other relevant items treated as purchase price for Income Tax purposes, among the assets of the Company, in a manner consistent with the allocation set forth on Schedule ‎7.8(h), which, for the avoidance of doubt, shall be determined for U.S. federal Income Tax purposes prepared in accordance with Section 1060 of the Code and the Treasury Regulations issued thereunder (and any similar provisions provision of state, local, local or non-U.S. Lawforeign law, as appropriate) (the each such allocation, a “Allocation SchedulePurchase Price Allocation”). If reasonably requested by the Seller, the Buyer shall provide reasonably sufficient work papers and backup documents related to the preparation of the Allocation Schedule. If the Seller does not object to the Allocation Schedule within thirty Within ten (3010) days after the receipt of receipt thereofsuch draft Purchase Price Allocation, such Allocation Schedule shall be deemed final and binding for all purposes of this Agreement. If the Seller objects will propose to the Allocation Schedule, it shall notify the Buyer in writing of any objections or proposed changes to such disputed item draft Purchase Price Allocation (or items)and in the event that no such changes are proposed in writing to Buyer within such time period, its basis for objection in reasonable detailSeller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes within thirty (30) days of the receipt of the Allocation Schedulechanges, Buyer and the Parties shall negotiate Seller will attempt in good faith and shall use reasonable efforts to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such dispute. Any dispute that cannot differences within such time period, then any remaining disputed matters will be resolved through negotiations submitted to an independent accounting firm, the identity of which shall be resolved using the principles agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute resolution procedures set forth in Section ‎7.8(c)(iii). (ii) Notwithstanding Section ‎7.8(h)(idispute(s), the Parties agree that the allocation pursuant independent accounting firm will determine those matters in dispute and will render a written report as to the Allocation Schedule disputed matters and the resulting allocation, which report shall be further adjusted to reflect any indemnification payments made pursuant to ‎Article 10 that are treated as adjustments to conclusive and binding upon the Final Purchase Price pursuant to Section ‎10.10Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the allocation agreed upon pursuant Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to Section ‎7.8(h)(i) do so by applicable law. Buyer and Section 1060 Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the Code and other Party may reasonably request to assist in the Treasury Regulations thereunder. (iii) Each preparation of any filings relating to the Parties and their respective Affiliates shallallocation, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594, in a manner consistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h), and (B) take no position in any Tax Return, Tax Contest, proceeding or otherwise that is inconsistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h). In the event that any of the allocations set forth in the Allocation Schedule are disputed by any Taxing Authority, the Party receiving notice of such dispute shall promptly notify and consult with the other Parties concerning the resolution of such dispute and use reasonable best efforts to contest such dispute in a manner consistent with this Section ‎7.8(h)3.5.

Tax Allocation. (i) Not later than sixty (60) days after the final resolution of the Final The Purchase Price, as adjusted pursuant to Section ‎2.3, the Buyer Price shall prepare and deliver to the Seller a schedule allocating the sum of the Final Purchase Price, and other relevant items treated as purchase price for Income Tax purposes, be allocated among the assets of the Company, in a manner consistent with the allocation set forth on Schedule ‎7.8(h), which, for the avoidance of doubt, shall be determined for U.S. federal Income Tax purposes Purchased LLC Entities in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate) consistent with the methodology set forth at Exhibit F (the “Allocation ScheduleAllocation”). If reasonably requested The parties agree that the total amount of the Purchase Price to be allocated to the assets of the Company (excluding the amount allocable to the stock, membership interests and/or assets of the Continuing Subsidiaries) and to the assets of Alere Women’s and Children’s Health, LLC, will be in the Valuation Range and, consistent with the Valuation Range, that they will use reasonable best efforts to agree on an allocation of the applicable portion of the Purchase Price by the Seller, Closing Date to each of (i) the Buyer shall provide reasonably sufficient work papers and backup documents related total amount of the assets of the Company (excluding the amount allocable to the preparation stock, membership interests and/or assets of the Continuing Subsidiaries) and (ii) Alere Women’s and Children’s Health, LLC. Seller shall deliver a draft of the Allocation Schedule. If the Seller does not object to the Allocation Schedule Buyer no later than ninety (90) days after the Closing Date. Buyer shall notify Seller in writing within thirty ten (3010) days of receipt thereofreceiving the draft Allocation that Buyer disagrees with respect to such Allocation, such Allocation Schedule shall be deemed final and binding for all purposes of this Agreement. If the Seller objects to the Allocation Schedule, it shall notify the Buyer in writing of such disputed item (or items), its basis for objection in reasonable detail, and proposed changes within thirty (30) days of the receipt of the Allocation Schedule, and the Parties shall negotiate in good faith and shall use reasonable efforts to resolve any such dispute. Any dispute that cannot be resolved through negotiations shall be resolved using the principles of the dispute resolution procedures set forth in Section ‎7.8(c)(iii). (ii) Notwithstanding Section ‎7.8(h)(i), the Parties agree that the allocation pursuant to the Allocation Schedule shall be further adjusted to reflect any indemnification payments made pursuant to ‎Article 10 that are treated as adjustments to the Final Purchase Price pursuant to Section ‎10.10with specificity, in a manner consistent which case the parties shall resolve such dispute in accordance with the allocation agreed upon pursuant to Section ‎7.8(h)(i) and Section 1060 of the Code and the Treasury Regulations thereunder. (iii) Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594, in a manner consistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h), and (B) take no position in any Tax Return, Tax Contest, proceeding or otherwise that is inconsistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h)6.4. In the event that Buyer does not notify Seller in accordance with the preceding sentence, Buyer will be deemed to accept such Allocation. The Allocation will be amended to reflect any of adjustment to the allocations Purchase Price, as applicable, in accordance with the procedures set forth in this Section 6.11. Each of the Allocation Schedule are disputed by any Taxing Authorityparties and their respective Affiliates shall report, the Party receiving notice of such dispute shall promptly notify act and consult file Tax Returns (including, but not limited to, IRS Form 8594), in all respects and for all purposes consistent with the other Parties concerning the resolution of such dispute and use reasonable best efforts allocation pursuant to contest such dispute in a manner consistent with this Section ‎7.8(h6.11 (including any adjustments thereto subsequently made by Buyer and Seller pursuant to this Section 6.11).

Tax Allocation. The Purchase Price plus any assumed liabilities (i) Not later than sixty (60) days after the final resolution of the Final Purchase Price, as adjusted pursuant to Section ‎2.3, the Buyer shall prepare and deliver to the Seller a schedule allocating the sum of the Final Purchase Price, and other relevant items treated as purchase price extent properly taken into account for Income applicable Tax purposes, ) for U.S. federal income Tax purposes shall be allocated among the assets of the CompanyCompany for purposes of determining items of income, in a manner consistent with the allocation set forth on Schedule ‎7.8(h)gain, whichloss, for the avoidance of doubt, shall be determined for U.S. federal Income Tax purposes in accordance with or deduction pursuant to Section 1060 704(c) of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of statethe “Allocation”), local, or non-U.S. Law, as appropriate) which allocation shall be consistent in all material respects with the principles set forth in Schedule 9.2 (the “Allocation ScheduleMethodology”). If reasonably requested by the Seller, the Buyer shall provide reasonably sufficient work papers and backup documents related to the preparation The Company’s net book value for purposes of the Allocation ScheduleMethodology will be consistent with the net book value of assets reflected in the Model Allocation but adjusted to reflect the effects of ordinary course operations of the business from December 31, 2022 through Closing consistent with the methodology in the Project Blue Structure Model Spreadsheet, unless otherwise agreed to by the Parent and the Investor. If A draft schedule of proposed Allocation shall be delivered by Parent to Investor within ninety (90) days after the Seller does not object to the Allocation Schedule within Closing Date. Investor shall have thirty (30) days of receipt thereof, such Allocation Schedule shall be deemed final and binding for all purposes of this Agreement. If the Seller objects to the Allocation Schedule, it shall notify the Buyer in writing of such disputed item (or items), its basis for objection in reasonable detail, and proposed changes within thirty (30) days of the from receipt of the proposed Allocation Scheduleto review and comment, and the Parties shall negotiate work together in good faith and shall use reasonable efforts to resolve any disagreements regarding the Allocation that are raised by Investor in writing within such disputethirty (30) day period. Any To the extent that Investor and Parent are unable to resolve any dispute that cannot be resolved through negotiations regarding the Allocation within ten (10) days after ▇▇▇▇▇▇’s receipt of Investor’s comments, then Investor and Parent shall jointly submit the remaining disputed items for resolution to the Independent Accountants (and equally share the cost of such Independent Accountants) and the Independent Accountant’s determination shall be resolved using binding upon the principles of Parties. No Party shall take or permit others to take on its behalf any position, whether in connection with a Tax audit, a Tax Return or otherwise, that is inconsistent with the dispute resolution procedures set forth in Section ‎7.8(c)(iii). Allocation (iias finally determined) Notwithstanding Section ‎7.8(h)(i), the Parties agree that the allocation unless required to do so pursuant to the Allocation Schedule shall be further adjusted to reflect any indemnification payments made pursuant to ‎Article 10 that are treated as adjustments to the Final Purchase Price pursuant to Section ‎10.10, in a manner consistent with the allocation agreed upon pursuant to Section ‎7.8(h)(i) and Section 1060 of the Code and the Treasury Regulations thereunder. (iii) Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594, in a manner consistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h), and (B) take no position in any Tax Return, Tax Contest, proceeding or otherwise that is inconsistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h). In the event that any of the allocations set forth in the Allocation Schedule are disputed by any Taxing Authority, the Party receiving notice of such dispute shall promptly notify and consult with the other Parties concerning the resolution of such dispute and use reasonable best efforts to contest such dispute in a manner consistent with this Section ‎7.8(h)applicable Law.

Tax Allocation. (i) Not later than sixty (60) days after the final resolution Buyer and Seller agree to use commercially reasonable efforts to agree to an allocation of the Final Purchase Pricepurchase price, as adjusted pursuant to Section ‎2.3, the Buyer shall prepare and deliver to the Seller a schedule allocating the sum of the Final Purchase Price, and other relevant items treated as purchase price determined for Income U.S. federal income Tax purposes, among the assets of the Company, in a manner consistent with the allocation set forth on Schedule ‎7.8(h), which, for the avoidance of doubt, shall be determined for U.S. federal Income Tax purposes Company in accordance with this Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate) (the “Allocation Schedule”). If reasonably requested by the Seller, the Buyer shall provide reasonably sufficient work papers and backup documents related to the preparation of the Allocation Schedule. If the Seller does not object to the Allocation Schedule within thirty (30) days of receipt thereof, such Allocation Schedule shall be deemed final and binding for all purposes of this Agreement. If the Seller objects to the Allocation Schedule, it shall notify the Buyer in writing of such disputed item (or items), its basis for objection in reasonable detail, and proposed changes within thirty (30) days of the receipt of the Allocation Schedule, and the Parties shall negotiate in good faith and shall use reasonable efforts to resolve any such dispute. Any dispute that cannot be resolved through negotiations shall be resolved using the principles of the dispute resolution procedures set forth in Section ‎7.8(c)(iii). (ii) Notwithstanding Section ‎7.8(h)(i), the Parties agree that the allocation pursuant to the Allocation Schedule shall be further adjusted to reflect any indemnification payments made pursuant to ‎Article 10 that are treated as adjustments to the Final Purchase Price pursuant to Section ‎10.10, in a manner consistent with the allocation agreed upon pursuant to Section ‎7.8(h)(i) 2.4 and Section 1060 of the Code and the Treasury Regulations thereunder. . To facilitate such agreement, as soon as reasonably practicable after the Closing Date (iiibut in no event later than one hundred and twenty (120) Each of days after the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the CodeClosing Date), (A) Buyer shall prepare and deliver to Seller a schedule allocating such purchase price. Within thirty (30) days after the receipt of such proposed allocation, Seller shall provide written notice to Buyer of any proposed changes to such allocation or otherwise shall be deemed to have agreed with such allocation. If Seller proposes changes to Buyer’s proposed allocation, Buyer and Seller shall negotiate in good faith to resolve any such proposed changes. If Buyer and Seller reach an agreement with respect to an allocation then such allocation shall become the final allocation (the “Allocation”) and, in the event there is an adjustment to such purchase price after the Allocation has been determined, the Allocation will be revised in accordance with the methodology set forth in this Section 2.4 to reflect such adjustment (the “Revised Allocation”). If Buyer and Seller are unable to reach an agreement on the Allocation or a Revised Allocation, then each Party shall be entitled to report the transaction in the manner determined by such Party in its sole discretion. The Allocation or Revised Allocation, as applicable, will be final, binding and conclusive on Buyer and Seller. Buyer and Seller agree to file all Tax Returns, Returns (including all IRS Forms 8594, Form 8594 and any amended Tax Returns or claims for refund) in a manner consistent with the Allocation Scheduleor Revised Allocation, as finally determined pursuant to this Section ‎7.8(h)applicable, and (B) neither Buyer nor Seller will take no any position in inconsistent with such allocation on any Tax ReturnReturn or otherwise, Tax Contestunless required to do so by applicable Law or a final “determination,” within the meaning of Section 1313(a)(1) of the Code; provided, proceeding however, that nothing contained herein shall prevent Buyer or otherwise that is inconsistent with Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Scheduleor Revised Allocation, as finally determined pursuant applicable, and neither Buyer nor Seller shall be required to this Section ‎7.8(h). In the event that litigate before any of the allocations set forth in court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation Schedule are disputed by any Taxing Authorityor Revised Allocation, the Party receiving notice as applicable. Each of such dispute Buyer and Seller shall promptly notify and consult with the other Parties concerning in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging the resolution of such dispute and use reasonable best efforts to contest such dispute in a manner consistent with this Section ‎7.8(h)Allocation or Revised Allocation, as applicable.

Tax Allocation. (i) Not later than sixty (60) days after the final resolution of the Final The Purchase Price, as adjusted pursuant to Section ‎2.3, the Buyer Price and applicable liabilities shall prepare and deliver to the Seller a schedule allocating the sum of the Final Purchase Price, and other relevant items treated as purchase price for Income Tax purposes, be allocated among the assets of the Company, Company for U.S. federal and applicable state and local income Tax purposes in a manner consistent with the allocation set forth on Schedule ‎7.8(h), which, for the avoidance of doubt, shall be determined for U.S. federal Income Tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions promulgated thereunder. Within 90 days of state, local, or non-U.S. Law, as appropriate) (final determination of the “Allocation Schedule”). If reasonably requested by the SellerNet Adjustment Amount, the Buyer shall provide reasonably sufficient work papers and backup documents related deliver to the preparation Seller a schedule allocating the Purchase Price and the applicable liabilities of the Allocation ScheduleCompany among the assets of the Company (the “Tax Allocation”). If The Seller shall provide the Buyer with reasonable access to the books and records of the Seller does not object pertaining to the Allocation Schedule within thirty (30) days of receipt thereof, Company as required to prepare such Allocation Schedule shall be deemed final allocation. The Buyer and binding for all purposes of this Agreement. If the Seller objects to the Allocation Schedule, it shall notify the Buyer in writing of such disputed item file all applicable Tax Returns (or items), its basis for objection in reasonable detail, and proposed changes within thirty (30including IRS Form 8594) days of the receipt of the Allocation Schedule, and the Parties shall negotiate in good faith and shall use reasonable efforts to resolve any such dispute. Any dispute that cannot be resolved through negotiations shall be resolved using the principles of the dispute resolution procedures set forth in Section ‎7.8(c)(iii). (ii) Notwithstanding Section ‎7.8(h)(i), the Parties agree that the allocation pursuant to the Allocation Schedule shall be further adjusted to reflect any indemnification payments made pursuant to ‎Article 10 that are treated as adjustments to the Final Purchase Price pursuant to Section ‎10.10, in a manner consistent with the allocation agreed upon pursuant to Section ‎7.8(h)(i) and Section 1060 of the Code and the Treasury Regulations thereunder. (iii) Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594, in a manner consistent with the Allocation Schedule, as finally determined pursuant to finalized under this Section ‎7.8(h)7.3, and (B) neither the Seller nor the Buyer shall take no any position in inconsistent with such allocation on any Tax Return, audit, examination, investigation or similar proceeding, unless required to do so by Law. Notwithstanding the preceding sentence, if the Seller objects in writing to the Tax Contest, proceeding or otherwise that is inconsistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h). In the event that any within 30 days of the allocations set forth in the Allocation Schedule are disputed by any Taxing Authorityreceiving such Tax Allocation, the Party receiving notice of such dispute Seller and the Buyer shall promptly notify cooperate in good faith to resolve their differences; provided, that if, after 30 days from the date that the Seller provided its written objections, the Seller and consult the Buyer are unable to resolve their differences and mutually agree on the appropriate allocation each party shall be permitted to take an independent position with respect to the other Parties concerning the resolution of such dispute and use reasonable best efforts to contest such dispute purchase price allocation on its applicable Tax Returns (including IRS Form 8594) or in a manner consistent connection with this Section ‎7.8(h)any audit, examination, investigation or similar proceeding related thereto.

Tax Allocation. (iIf a Section 338(h)(10) Not later than sixty (60) days after Election is made, Sellers and US Buyer agree that the final resolution of the Final Purchase Price, as adjusted pursuant amount allocated to LiveArea US under Section ‎2.3, the Buyer 2.02 shall prepare and deliver to the Seller a schedule allocating the sum of the Final Purchase Price, and other relevant items treated as purchase price for Income Tax purposes, be allocated among the assets of LiveArea US and the Company, restrictive covenants set forth in a manner consistent with Section 5.08 for all purposes (including Tax and financial accounting) as shown on the allocation set forth on Schedule ‎7.8(h), which, for the avoidance of doubt, shall be determined for U.S. federal Income Tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate) schedule (the “Allocation Schedule”). If reasonably requested The Allocation Schedule shall be prepared by US Buyer in accordance with Section 1060 of the SellerCode, the Treasury Regulations and Treasury Regulation Section 1.338-6 thereunder (and any similar provision of state, local, or foreign Law, as appropriate), and the methodology set forth on Schedule 6.05(b) attached hereto. US Buyer shall provide reasonably sufficient work papers and backup documents related to the preparation of deliver the Allocation ScheduleSchedule within 60 days following the final determination of Closing Working Capital. If Parent notifies US Buyer in writing that Parent objects to one or more items reflected in the Seller does not object Allocation Schedule (the “Allocation Schedule Dispute Notice”), Parent and US Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Parent and US Buyer are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) 60 days of receipt thereof, such Allocation Schedule shall be deemed final and binding for all purposes of this Agreement. If the Seller objects to the Allocation Schedule, it shall notify the Buyer in writing of such disputed item (or items), its basis for objection in reasonable detail, and proposed changes within thirty (30) days of the receipt following Parent’s delivery of the Allocation ScheduleSchedule Dispute Notice, and the Parties shall negotiate in good faith and shall use reasonable efforts to resolve any such dispute. Any dispute that cannot be resolved through negotiations shall be resolved using by the principles Independent Accountant. The fees and expenses of the dispute resolution procedures set forth in Section ‎7.8(c)(iii). (ii) Notwithstanding Section ‎7.8(h)(i)Independent Accountant shall be shared equally by Parent, on the one hand, and by US Buyer, on the other hand. Buyers, the Parties agree that the allocation pursuant to the Allocation Schedule LiveArea Companies and Sellers shall be further adjusted to reflect any indemnification payments made pursuant to ‎Article 10 that are treated as adjustments to the Final Purchase Price pursuant to Section ‎10.10, file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the allocation agreed upon Allocation Schedule and shall not take any position before any Governmental Authority that is inconsistent with the Allocation Schedule. Any adjustments to the Purchase Price pursuant to Section ‎7.8(h)(i) and Section 1060 of the Code and the Treasury Regulations thereunder. (iii) Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 8594, 2.04 herein shall be allocated in a manner consistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h), and (B) take no position in any Tax Return, Tax Contest, proceeding or otherwise that is inconsistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h). In the event that any of the allocations set forth in the Allocation Schedule are disputed by any Taxing Authority, the Party receiving notice of such dispute shall promptly notify and consult with the other Parties concerning the resolution of such dispute and use reasonable best efforts to contest such dispute in a manner consistent with this Section ‎7.8(h).

Tax Allocation. (i) Not later than sixty (60) days after the final resolution Sellers and Buyer shall allocate that portion of the Final Aggregate Purchase Price, as adjusted pursuant Price allocated to Section ‎2.3, the Buyer shall prepare and deliver to the Seller a schedule allocating the sum of the Final Purchase Price, and other relevant items treated as purchase price for Income Tax purposes, Mission US among the assets and liabilities of the Company, in a manner consistent with the allocation set forth on Schedule ‎7.8(h), which, for the avoidance of doubt, shall be determined for U.S. federal Income Tax purposes Mission US in accordance with Section 1060 of the Code Code, and such allocation shall be binding on the parties for all Tax purposes. Sellers and Buyer shall allocate a portion of the Aggregate Purchase Price to the Mission UK Shares, subject to a maximum amount of $7,500,000 in respect of such allocation. In addition, but subject to the foregoing, Sellers and Buyer shall allocate the Aggregate Purchase Price under this Agreement and the Treasury Regulations thereunder aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, within sixty (60) days after Closing, the Sellers shall prepare and any similar provisions of statedeliver a draft allocation to Buyer for Buyer's review and approval, localsuch approval not to be unreasonably withheld, conditioned or non-U.S. Lawdelayed. Buyer shall have fifteen (15) Business Days to review, as appropriate) (the “Allocation Schedule”)approve or object to such allocation. If reasonably requested by the SellerBuyer objects to such allocation, the Buyer parties shall provide reasonably sufficient work papers and backup documents related negotiate in good faith to resolve the preparation of the Allocation Scheduledisputed items. If the Seller does not object Buyer and Sellers are unable to the Allocation Schedule reach agreement within thirty (30) days of receipt thereofafter such objection has been given, such Allocation Schedule all unresolved disputed items shall be deemed final and binding for all purposes of this Agreement. If the Seller objects promptly referred to the Allocation ScheduleIndependent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, it shall notify the Buyer but in writing of such disputed item (or items), its basis for objection in reasonable detail, and proposed changes within no event longer than thirty (30) days of after such submission to the receipt of the Allocation ScheduleIndependent Accountant, and the Parties shall negotiate in good faith and shall use reasonable efforts to resolve any only those unresolved disputed items set forth in the objection notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such disputework papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. Any dispute that canThe Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not be resolved through negotiations shall be resolved using the principles by independent review). The resolution of the dispute resolution procedures set forth shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in Section ‎7.8(c)(iii). (ii) Notwithstanding Section ‎7.8(h)(i), proportion to the Parties amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that the allocation pursuant to the Allocation Schedule such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall be further adjusted to reflect any indemnification payments made pursuant to ‎Article 10 that are treated as adjustments to the Final Purchase Price pursuant to Section ‎10.10, in a manner consistent with the allocation agreed upon pursuant to Section ‎7.8(h)(i) and Section 1060 of the Code and the Treasury Regulations thereunder. (iii) Each of the Parties and cause their respective Affiliates shallto, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all their Tax Returns, including all IRS Forms 8594, in a manner consistent Returns consistently with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h)such allocations. Each party hereto shall not take, and (B) take no shall not permit any of such party's Affiliates to take, a position in on any Tax Return, before any tax authority charged with the collection of any Tax Contest, or in any proceeding or otherwise involving any Tax that is inconsistent with the Allocation Schedule, as finally determined pursuant such allocation unless required to this Section ‎7.8(h)do so by Law. In the event that any of the allocations set forth in the Allocation Schedule are disputed by any Taxing Authority, the Party receiving notice of such dispute shall promptly notify and consult with the other Parties concerning the resolution of such dispute and use reasonable best efforts to contest such dispute in a manner consistent with this Section ‎7.8(h).ARTICLE III

Tax Allocation. (i) Not later than Within sixty (60) days after the final resolution of the Final Purchase Price, as adjusted adjustments provided pursuant to Section ‎2.32.05, the Buyer shall prepare and deliver provide to the Seller Representative a schedule allocating draft allocation statement that allocates the sum of the Final Purchase PricePrice and all other items required to be taken into account for federal income Tax purposes with respect to the purchase and sale of the Membership Interests pursuant to this Agreement (including the liabilities of the Acquired Companies) (collectively, and other relevant items treated as purchase price for Income the “Total Tax purposes, Consideration”) among the assets of the CompanyAcquired Companies, which allocations shall be made in a manner consistent accordance with the allocation methodology set forth on Schedule ‎7.8(hExhibit D, which is intended to be in accordance with Section 751, 755 and 1060 of the Code and the applicable Treasury Regulations, and any applicable state, local and non-U.S. Tax Law (the “Tax Allocation Statement”). The Representative shall have the right to object to any portion of the Tax Allocation Statement by written notice to Buyer. If the Representative does not object to the Tax Allocation Statement by written notice to Buyer within thirty (30) Business Days after receipt by the Representative of the Tax Allocation Statement, then the Tax Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such Tax Allocation Statement shall be subject to adjustment upon and as a result of any adjustment to the amounts used to determine the allocations used to prepare the Tax Allocation Statement under this Agreement. If the Representative objects to the Tax Allocation Statement, it shall notify Buyer in writing of its objection to the Tax Allocation Statement before the end of such 30-day period and shall set forth in such written notice the disputed item or items and the basis for its objection. Buyer and the Representative shall act in good faith to resolve any dispute for which timely notice is given for a period of thirty (30) Business Days thereafter. If, within thirty (30) Business Days of the Representative’s delivery of a valid written notice of objection to the Tax Allocation Statement, Buyer and the Representative have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to the Referee, whose determination shall be binding upon the parties; provided that, in resolving such dispute, the Referee shall take into account the methodology set forth on Exhibit D. The fees and expenses of the Referee shall be allocated between Buyer and the Sellers in the same manner as provided in Section 2.05(c), whichmutatis mutandis. In the event that any adjustment to the aggregate purchase price is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall provide the Representative a revised Tax Allocation Statement and the principles of this Section 6.03(c) shall apply to each revised Tax Allocation Statement (for the avoidance of doubt, shall be determined for U.S. federal Income Tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate) (the “Allocation Schedule”). If reasonably requested by the Seller, the Buyer shall provide reasonably sufficient work papers and backup documents related to the preparation of the Allocation Schedule. If the Seller does not object to the Allocation Schedule within thirty (30) days of receipt thereof, such Allocation Schedule shall be deemed final and binding for all purposes of this Agreement. If the Seller objects to the Allocation Schedule, it shall notify the Buyer in writing of such disputed item (or items), its basis for objection in reasonable detail, and proposed changes within thirty (30) days of the receipt of the Allocation Schedule, and the Parties shall negotiate in good faith and shall use reasonable efforts to resolve any such dispute. Any dispute that cannot be resolved through negotiations shall be resolved using the principles of the including dispute resolution procedures set forth in Section ‎7.8(c)(iiiif necessary). (ii) Notwithstanding Section ‎7.8(h)(i)Buyer, the Parties agree that the allocation pursuant to the Allocation Schedule shall be further adjusted to reflect any indemnification payments made pursuant to ‎Article 10 that are treated as adjustments to the Final Purchase Price pursuant to Section ‎10.10, in a manner consistent with the allocation agreed upon pursuant to Section ‎7.8(h)(i) and Section 1060 of the Code and the Treasury Regulations thereunder. (iii) Each of the Parties Sellers and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and file all Tax Returns, including all IRS Forms 85948594 and any other appropriate Tax Returns or forms, in a manner consistent with the Tax Allocation ScheduleStatement, as finally determined pursuant to this Section ‎7.8(h), 6.03(c) and (B) take no position in any Tax Return, Tax Contestproceeding, proceeding audit or otherwise that is inconsistent with the Tax Allocation ScheduleStatement, as finally determined pursuant to this Section ‎7.8(h6.03(c) (in each case, subject to adjustment in accordance with this Section 6.03(c) in the event of any adjustment to the Total Tax Consideration). In the event that any of the allocations set forth in the Tax Allocation Schedule Statements are disputed by any Taxing Governmental Authority, the Party party receiving notice of such dispute shall promptly notify and consult with the other Parties party concerning the resolution of such dispute and use reasonable best efforts to contest such dispute in a manner consistent with this Section ‎7.8(h)dispute.

Tax Allocation. (i) Not later than sixty (60) days after the final resolution of the Final Purchase Price, as adjusted pursuant to Section ‎2.3, the Buyer shall prepare and deliver to the Seller a schedule allocating the sum an allocation of the Final Purchase PriceUpfront Payment, the Contingent Payment, and other relevant items any amount that would be treated as purchase price for Income Tax purposes, among the assets of the Company, in a manner consistent with the allocation set forth on Schedule ‎7.8(h), which, for the avoidance of doubt, shall be determined consideration for U.S. federal Income Tax income tax purposes among the Acquired Assets and the restrictions set forth in Section 9.9 in accordance with Section 1060 of the Code and the U.S. Treasury Regulations regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Draft Allocation”). Buyer shall deliver the Draft Allocation to Seller within ninety (90) days after the Closing Date. Seller shall review the Draft Allocation and provide any objections to Buyer within fifteen (15) days after the receipt thereof. In the event Seller does not object to Buyer’s Draft Allocation, such Draft Allocation shall be final (the “Final Allocation”). If Seller raises objections to the Draft Allocation or any subsequent adjustments, the Parties will negotiate in good faith to resolve such objection(s). Any subsequent adjustments to the consideration for the Acquired Assets shall be reflected in the Final Allocation as revised by Buyer and subject to Seller’s reasonable comments in a manner consistent with this Section 8.5, the imputed interest provisions of the Code, Section 1060 of the Code, and the U.S. Treasury regulations thereunder (and any similar provisions of state, local, local or non-U.S. foreign Law, as appropriate) (the “Allocation Schedule”). If reasonably requested by the Seller, the Buyer shall provide reasonably sufficient work papers and backup documents related to the preparation of the Allocation Schedule. If the Seller does not object to the Allocation Schedule within thirty (30) days of receipt thereof, such Allocation Schedule shall be deemed final and binding for all purposes of this Agreement. If the Seller objects to the Allocation Schedule, it shall notify the Buyer in writing of such disputed item (or items), its basis for objection in reasonable detail, and proposed changes within thirty (30) days of the receipt of the Allocation Schedule, and the Parties shall negotiate in good faith and shall use reasonable efforts to resolve any such dispute. Any dispute that cannot be resolved through negotiations shall be resolved using the principles of the dispute resolution procedures set forth in Section ‎7.8(c)(iii). (ii) Notwithstanding Section ‎7.8(h)(i), the Parties agree that the allocation pursuant to the Allocation Schedule shall be further adjusted to reflect any indemnification payments made pursuant to ‎Article 10 that are treated as adjustments to the Final Purchase Price pursuant to Section ‎10.10, in a manner consistent with the allocation agreed upon pursuant to Section ‎7.8(h)(i) and Section 1060 of the Code and the Treasury Regulations thereunder. (iii) Each of the Parties and their respective consolidated Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare shall report and file all Tax Returns (including IRS Form 8594) in accordance with the Final Allocation. Neither Buyer nor Seller shall take any position (whether in audits, Tax Returns, including all IRS Forms 8594, in a manner consistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h), and (Bor otherwise) take no position in any Tax Return, Tax Contest, proceeding or otherwise that is inconsistent with the such Final Allocation Schedule, as finally determined pursuant unless required to this Section ‎7.8(h). In the event that any of the allocations set forth in the Allocation Schedule are disputed do so by any Taxing Authority, the Party receiving notice of such dispute shall promptly notify and consult with the other Parties concerning the resolution of such dispute and use reasonable best efforts to contest such dispute in a manner consistent with this Section ‎7.8(h)applicable Law.

Tax Allocation. (i) Not later than sixty (60) days after The Selling Group and Purchaser acknowledge that the final resolution purchase of the Final Purchase Price, Company contemplated by this Agreement will be treated for income tax purposes as adjusted pursuant to Section ‎2.3, the Buyer shall prepare and deliver to the Seller a schedule allocating the sum purchase of the Final Purchase Price, and other relevant items treated as purchase price for Income Tax purposes, among the assets of the Company, in a manner consistent with the allocation set forth on Schedule ‎7.8(h), which, for the avoidance of doubt, . The Purchase Price shall be determined for U.S. federal Income Tax purposes allocated in accordance with Code Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions provision of state, local, state or non-U.S. Lawlocal law, as appropriate). Within twenty (20) days after the Final Statement is finalized in accordance with Section 2.3, Purchaser shall provide Seller with an allocation of the Purchase Price in accordance with this Section 8.6 (the “Allocation SchedulePurchase Price Allocation”). If reasonably requested Seller shall have fifteen (15) days from receipt of said Purchase Price Allocation to review and approve the Purchase Price Allocation. To the extent Seller disagrees with the Purchase Price Allocation or any items therein, Seller shall notify Purchaser in writing within such fifteen (15) day period as prescribed by the Seller, the Buyer immediately preceding sentence. The parties shall provide reasonably sufficient work papers and backup documents related to the preparation of the Allocation Schedule. If the Seller does not object to the Allocation Schedule within thirty (30) days of receipt thereof, such Allocation Schedule shall be deemed final and binding for all purposes of this Agreement. If the Seller objects to the Allocation Schedule, it shall notify the Buyer in writing of such disputed item (or items), its basis for objection in reasonable detail, and proposed changes within thirty (30) days of the receipt of the Allocation Schedule, and the Parties shall negotiate thereafter endeavor in good faith and shall use reasonable efforts to resolve any such dispute. Any dispute that cannot be resolved through negotiations and to the extent they are unable within ten (10) Business Days, such dispute shall be resolved using the principles of in accordance with the dispute resolution procedures set forth provided for in Section ‎7.8(c)(iii). (ii) Notwithstanding Section ‎7.8(h)(i)2.3. To the extent the Purchase Price is adjusted pursuant to this Agreement, the Parties agree that the allocation pursuant to the Purchase Price Allocation Schedule shall be further adjusted in accordance with the methodology as agreed to reflect any indemnification payments made pursuant to ‎Article 10 that are treated by the parties herein or as adjustments to finally determined by the Final Expert. The parties shall be bound by the finally agreed Purchase Price pursuant to Section ‎10.10, in a manner consistent with the allocation agreed upon pursuant to Section ‎7.8(h)(i) and Section 1060 of the Code Allocation and the Treasury Regulations thereunder. (iii) Each of the Parties parties shall, and shall cause their respective Affiliates shallto, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code)report, (A) prepare act and file all Tax Returns, Returns (including Internal Revenue Service Form 8594) in all IRS Forms 8594, in a manner respects and for all purposes consistent with the Allocation Schedule, as finally determined pursuant to this Section ‎7.8(h), and such allocation. No Party may take any position (B) take no position whether in any Tax Returnaudits, Tax Contest, proceeding Returns or otherwise otherwise) that is inconsistent with such allocation unless required to do so by a change in Law occurring after the Allocation Scheduledate hereof, as finally determined pursuant to this Section ‎7.8(h). In the event that any a closing agreement with an applicable Taxing Authority or a final non-appealable judgment of the allocations set forth in the Allocation Schedule are disputed by any Taxing Authority, the Party receiving notice a court of such dispute shall promptly notify and consult with the other Parties concerning the resolution of such dispute and use reasonable best efforts to contest such dispute in a manner consistent with this Section ‎7.8(h)competent jurisdiction.

Tax Allocation. The Purchase Price (i) Not later than sixty (60) days after the final resolution of the Final Purchase Price, as adjusted pursuant to Section ‎2.3, the Buyer shall prepare and deliver to the Seller a schedule allocating the sum of the Final Purchase Price, and other relevant items treated as purchase price for Income Tax purposes, among the assets of the Company, in a manner consistent with the allocation set forth on Schedule ‎7.8(h), which, for the avoidance of doubt, shall be determined for U.S. federal Income income Tax purposes purposes), shall be allocated among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions provision of state, local, local or non-U.S. foreign Law, as appropriate) (the “Allocation Schedule”). If reasonably requested by Within sixty (60) days after the SellerClosing, the Buyer shall provide reasonably sufficient deliver a draft allocation for Sellers’ approval, which approval shall not be unreasonably withheld. Buyer and Sellers shall work papers and backup documents related to the preparation of the Allocation Schedule. If the Seller does not object to the Allocation Schedule within thirty (30) days of receipt thereof, such Allocation Schedule shall be deemed final and binding for all purposes of this Agreement. If the Seller objects to the Allocation Schedule, it shall notify the Buyer in writing of such disputed item (or items), its basis for objection in reasonable detail, and proposed changes within thirty (30) days of the receipt of the Allocation Schedule, and the Parties shall negotiate in good faith to resolve any disputes relating to the allocation. If Buyer and shall use reasonable efforts Sellers are unable to resolve any such dispute. Any dispute that cannot be resolved through negotiations within twenty (20) days of Buyer’s delivery of the draft allocation to Sellers, such dispute shall be resolved using promptly by the principles of the dispute resolution procedures set forth in Section ‎7.8(c)(iii). (ii) Notwithstanding Section ‎7.8(h)(i)Accounting Referee, the Parties agree that costs of which shall be borne equally by Buyer, on one hand, and Sellers, on the allocation other hand. If the Adjusted Purchase Price is further adjusted pursuant to the Allocation Schedule provisions of this Agreement, the allocation shall be further adjusted to reflect any indemnification payments made pursuant to ‎Article 10 that are treated as adjustments to the Final Purchase Price pursuant to Section ‎10.10, in a manner consistent with the allocation agreed upon pursuant to procedures set forth in this Section ‎7.8(h)(i) 3.6. Buyer and Section 1060 of the Code and the Treasury Regulations thereunder. (iii) Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (A) prepare and Sellers agree that they will file all Tax Returns, Returns (including all IRS Forms Form 8594, in a manner ) consistent with the Allocation Scheduleallocation agreed to by Buyer and Sellers, as finally or determined pursuant to this Section ‎7.8(hby the Accounting Referee (the “Allocation”), and (B) . Neither Buyer nor Sellers shall take no position in any Tax Return, Tax Contest, proceeding or otherwise that is position inconsistent with the Allocation Scheduleand neither Buyer nor Sellers shall agree to any proposed adjustment to the Allocation by any taxing authority without first giving the other party prior written notice. If, contrary to the intent of the Parties hereto as finally determined pursuant to expressed in this Section ‎7.8(h). In the event that 3.6, any of the allocations set forth in the Allocation Schedule are disputed by any Taxing Authority, the Party receiving notice of such dispute shall promptly notify and consult taxing authority makes or proposes an allocation inconsistent with the Allocation, Sellers and Buyer shall cooperate with each other Parties concerning the resolution of such dispute and use reasonable best efforts in good faith to contest such dispute in a manner consistent taxing authority’s allocation (or proposed allocation); provided, however, that, after consultation with this Section ‎7.8(hthe Party (or Parties) adversely affected by such allocation (or proposed allocation), the other Party (or Parties) hereto may file such protective claims or Tax Returns as may be reasonably required to protect its (or their) interests. Notwithstanding the foregoing, nothing contained herein shall prevent Buyer or Sellers from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Buyer nor Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the Allocation.