Common use of Tax Allocation Clause in Contracts

Tax Allocation. Sellers and Buyer shall allocate that portion of the Aggregate Purchase Price allocated to Mission US among the assets and liabilities of Mission US in accordance with Section 1060 of the 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 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 deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve 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 work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The 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 by independent review). The resolution of the dispute 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 proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent with such allocation unless required to do so by Law.

Tax Allocation. Sellers and Buyer Within one hundred twenty (120) days after the Closing, Purchaser shall allocate that deliver to RI a schedule allocating the portion of the Aggregate Total Purchase Price allocated attributed on Schedule 2.2(a) to Mission US Rexam Closures LLC among the assets of Rexam Closures LLC, allocating the portion of the Total Purchase Price attributed on Schedule 2.2(a) to Rexam Closure Systems LLC among the assets of Rexam Closure Systems LLC and liabilities allocating the portion of Mission US the Total Purchase Price attributed on Schedule 2.2(a) to the assets of Rexam Guernsey and Rexam UK set forth on Exhibit 2 among such assets (the “Allocation”). The Allocation shall (i) be reasonable and prepared in accordance with Section 1060 of the Code, and such the regulations thereunder and (ii) include an allocation shall be binding on between the parties for all Tax purposesreal property and the tangible personal property of Rexam Closures LLC and Rexam Closure Systems LLC. Sellers and Buyer shall allocate a portion If RI approves of the Aggregate Purchase Price Allocation, it shall promptly return an executed copy thereof 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 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 deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocationPurchaser. If Buyer objects RI in good faith disapproves of the Allocation, Purchaser and RI agree to such allocation, the parties shall promptly negotiate in good faith an allocation agreeable to resolve the disputed itemsboth Purchaser and RI. If Buyer Purchaser and Sellers RI are unable to reach agreement within thirty (30) days after such objection has been givenagree on an allocation, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items procedures set forth in Section 2.3(d) shall be used, mutatis mutandis, with 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 work papers, schedules and other documents and information relating to the unresolved disputed items disagreement by RI being treated as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement “Selling Parties’ Objection.” Purchaser and the presentations by Buyer, on the one hand, Selling Parties agree to adopt and Sellers, on the other hand (and not by independent review). The resolution of the dispute 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 proportion to utilize the amounts so allocated (as agreed by which their respective allocations differ from the allocations Parties or as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers CPA Firm) for purposes of filing Internal Revenue Service Form 8594 and Buyer. The parties shallall federal, state, local and shall cause their respective Affiliates to, file their other Tax Returns consistently with filed by them and that they will not voluntarily take any position inconsistent therewith upon examination of any such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving claim, in any litigation or otherwise with respect to such Tax that is inconsistent with such allocation Returns, unless otherwise required to do so by pursuant to Applicable Law. The Selling Parties and Purchaser agree to provide the other promptly with any other information required to complete Internal Revenue Service Form 8594. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing without limitation.

Tax Allocation. Sellers The Adjusted Closing Payment payable to Seller, together with all assumed liabilities and Buyer shall allocate that portion other capitalized costs for federal income Tax purposes, will be allocated among the Companies and the assets of the Aggregate Purchase Price allocated to Mission US among the assets and liabilities of Mission US Companies for all Tax purposes in accordance with Section 1060 of the 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 Code and the aggregate purchase price under Treasury Regulations promulgated thereunder and the Goodwill Purchase Agreement, and such allocation shall be final and binding methodology (the “Allocation Methodology”) set forth on Schedule 7.6 (the parties for all Tax Purposes“Allocation”). Specifically, within sixty No later than thirty (6030) days after Closingthe determination of the final determination of the Adjusted Closing Payment pursuant to Section 2.4, the Sellers shall prepare and deliver Purchaser will provide Seller with a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen schedule of the Allocation prepared in accordance with the Allocation Methodology (15) Business Days to review, approve or object to such allocationthe “Draft Allocation Schedule”). If Buyer Seller objects to any item on such allocationDraft Allocation Schedule, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement Seller shall, within thirty (30) days after delivery of such Draft Allocation Schedule, notify Purchaser in writing that Seller so objects, describing with reasonable detail any such item, including the factual or legal basis for any such objection. If a notice of objection has been givenshall be duly delivered, Purchaser and Seller shall negotiate in good faith and use their commercially reasonable efforts to resolve such items. If such notice of objection is not so duly delivered, or if Purchaser and Seller are able to agree on a resolution on all disputed items in the Draft Allocation Schedule, then the Draft Allocation Schedule, as initially prepared by Purchaser pursuant to this Section 7.6 or as modified in accordance with such resolution, shall be the final determination of the Allocation (the “Final Allocation Schedule”). If Purchaser and Seller are unable to agree on a resolution to any disputed items within ten (10) Business Days after the expiration of the foregoing thirty (30) day period, such unresolved disputed items shall be promptly referred submitted to the Independent Accountant. The Independent Accountant shall be directed to render a written report on for resolution in accordance with the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items dispute resolution procedures set forth in the objection notice. If unresolved disputed items are submitted to the Independent AccountantSection 2.4, Buyermutatis mutandis (provided that, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The 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 by independent review). The resolution of the dispute shall be final and binding on the parties hereto. The any fees and expenses of the Independent Accountant incurred in connection with the determination of the Final Allocation Schedule pursuant to this Section 7.6 shall be borne 50% by SellersPurchaser and 50% by the Seller), on which resolution shall be made in accordance with the one handprovisions of the first sentence of this Section 7.6, and Buyer, on the other hand, in proportion shall be limited to the amounts by which their respective allocations differ from remaining unresolved disputed items and shall be conclusive and binding upon the allocations Parties. In such case, the Draft Allocation Schedule, as finally determined modified by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged Accountant in accordance with the collection of any Tax or in any proceeding involving any Tax that is inconsistent with such allocation unless required to do so by Lawimmediately preceding sentence, shall be the Final Allocation Schedule.

Tax Allocation. Sellers (a) No later than 120 days following the Determination Date, Seller shall deliver to Buyer a statement (the “Allocation Statement”), allocating the Purchase Price (plus assumed liabilities, to the extent properly taken into account) pursuant to Section 1060 and Section 338 of the Code and the Treasury Regulations promulgated thereunder among the assets of the Company Entities. If Buyer objects in writing to the Allocation Statement within 20 Business Days of receiving such Allocation Statement, Seller and Buyer shall allocate cooperate in good faith to resolve their differences; provided, that portion of if, after 20 Business Days from the Aggregate Purchase Price allocated date that Seller received Buyer’s written objections, Seller and Buyer are unable to Mission US among resolve their differences and mutually agree on an allocation, the assets dispute shall be submitted for resolution to the Independent Accounting Firm, who, acting as an expert and liabilities of Mission US in accordance not an arbitrator, shall resolve any disputes with Section 1060 of regard to the Code, Allocation Statement and such allocation whose determination shall be binding on upon the parties for all Tax purposeshereto. Sellers and Buyer shall allocate a portion The allocation of the Aggregate Purchase Price to Price, as agreed upon by B▇▇▇▇ and Seller (including because Buyer does not timely object in writing) or as determined by the Mission UK SharesIndependent Accounting Firm as applicable (the “Final Allocation”), 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 aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on upon the parties for all Tax Purposes. Specifically, within sixty hereto (60which Final Allocation may be updated pursuant to the final sentence of this Section 7.08) days after Closing, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen bear fifty percent (1550%) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, and Seller shall bear fifty percent (50%) of all fees and costs incurred in connection with the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve 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 work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The 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 by independent review). The resolution determination of the dispute 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 proportion to the amounts by which their respective allocations differ from the allocations as finally determined Final Allocation by the Independent AccountantAccounting Firm. The parties agree that such allocations will be established by arms' length negotiation between Sellers Buyer and Buyer. The parties shall, and Seller shall cause their respective Affiliates to, file their all applicable Tax Returns consistently (including IRS Form 8883 and any other comparable state or local form) in a manner consistent with the Final Allocation and neither Seller nor Buyer shall take any position inconsistent with such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to take, a position Final Allocation on any Tax Return, before any tax authority charged with the collection of any Tax audit, examination, investigation or in any proceeding involving any Tax that is inconsistent with such allocation similar proceeding, unless required to do so by Applicable Law. In the event that any adjustment to the aggregate Purchase Price is made, the parties shall cooperate in good faith to update the Final Allocation accordingly.

Tax Allocation. Sellers and Buyer shall allocate The Parties to this Agreement agree that portion the amount of the Aggregate Purchase Price allocated total consideration transferred by Purchasers to Mission US among Seller pursuant to this Agreement (the “Consideration”) is and the allocation of the Consideration will be in accordance with the fair market value of the assets and liabilities Liabilities transferred pursuant to this Agreement. The allocation of Mission US the Consideration in accordance with Section 1060 the fair market values of the Codeassets and Liabilities transferred shall be provided by Seller within [***] ([***])[***] following the Closing Date, and Purchasers shall have the right to review and raise any objections in writing to the proposed allocation during the [***] ([***])[***] period after Purchasers’ receipt thereof. If Purchasers do not notify Seller of a disagreement with the proposed allocation during such [***] ([***])[***] period, the proposed 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 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 deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocationbecome final. If Buyer objects Purchasers disagree with respect to such any item in the allocation, the parties Parties shall negotiate in good faith to resolve the disputed itemsdispute. If Buyer and Sellers the Parties are unable to reach agreement agree on the allocation within thirty [***] (30[***])[***] after the commencement of such good faith negotiations (or such longer period as Seller and Purchasers may agree in writing), then the parties shall refer such dispute to an independent internationally recognized accounting firm (“Independent Accountant”) days after at that time to review the allocation, and make a determination as to the resolution of such objection has been given, all unresolved disputed items allocation. The determination of the Independent Accountant regarding the allocation shall be promptly referred to delivered as soon as practicable following engagement of the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer more than thirty [***] (30) days after such submission to the Independent Accountant[***])[***] thereafter, and to resolve only those unresolved disputed items set forth in shall be final, conclusive and binding upon Seller and Purchasers, and Seller shall revise the objection noticeallocation accordingly. If unresolved disputed items are submitted to the Independent Accountant, BuyerSeller, on the one hand, and Sellers, Purchasers on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The 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 by independent review). The resolution pay one-half of the dispute shall be final and binding on the parties hereto. The fees and expenses cost of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will finalized allocation shall be established by arms' length negotiation between Sellers binding on Seller and Buyer. The parties shallPurchasers for all Tax reporting purposes, and shall cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, Seller and shall not permit Purchasers agree to refrain from taking any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent with such allocation therewith unless required to do so by Lawapplicable Law or a final determination of a Taxing Authority.

Tax Allocation. Sellers and (a) For all Tax purposes, within 120 days following the Closing Date, the Buyer shall allocate that portion prepare an allocation of the Aggregate Purchase Price allocated to Mission US (plus any Assumed Liabilities that are treated as consideration for the Purchased Assets for federal income tax purposes) among the assets and liabilities of Mission US Purchased Assets in accordance with Section 1060 of the CodeCode and the Treasury Regulations promulgated thereunder and for applicable Transfer Tax purposes which shall be submitted to the Seller for review and approval, which approval shall not be unreasonably withheld, conditioned, or delayed (such amount as finally determined pursuant to this Section 2.7(a), the “Price Allocation” ). If the Seller agrees in writing with the Price Allocation or fails to object in writing to the Price Allocation within 10 days following receipt thereof from the Buyer, the Price Allocation shall be conclusive and binding upon the Buyer and the Seller for all Tax purposes. If the parties are unable to agree on the Price Allocation after good faith consultation, the matters in dispute shall be referred for resolution to a mutually agreeable, nationally recognized independent public accounting firm, which shall be selected mutually by the Buyer and the Seller (the “Independent Accounting Firm”), that is not then providing Tax advice to the Buyer or the Seller or their respective Affiliates, which expense shall be borne equally by the parties. The Independent Accounting Firm shall resolve any disputed matters as promptly as practicable, and the Independent Accounting Firm’s decision with respect to any such allocation matter shall be conclusive and binding on the Buyer and the Seller and their respective Affiliates for applicable Tax purposes. If the Independent Accounting Firm is unable to resolve any such matter prior to the due date (including extensions, which will be sought as necessary) for filing any Tax Return reflecting any such matter, then Buyer may timely file its Tax Return (including Form 8594) on the basis of the Price Allocation proposed by the Buyer and the Seller may timely file its Tax Return (including Form 8594) on the basis of the Price Allocation that the Seller proposed to the Buyer in lieu of the Buyer’s Price Allocation. Such Tax Returns shall be amended as necessary to reflect the Independent Accounting Firm’s decision. (b) Each party agrees to timely file any form required to be filed by Applicable Law reflecting the Price Allocation (including IRS form 8594). The Price Allocation made pursuant to this Section shall be binding on the parties Buyer and the Seller for all Tax reporting purposes. Sellers and Neither the Buyer nor the Seller shall allocate a portion of take any position inconsistent with the Aggregate Purchase Price to Allocation in connection with any Tax proceeding. If any Governmental Authority disputes 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 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 ClosingAllocation, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve 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 work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The 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 by independent review). The resolution party receiving notice of the dispute shall be final promptly notify the other party hereto, and binding on the parties hereto. The fees and expenses shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the Independent Accountant Price Allocation. (c) Any payment treated as an adjustment to the Purchase Price under Section 8.9 hereof shall be borne by Sellersreflected as an adjustment to the price allocated to the specific asset, on if any, giving rise to the one handadjustment, and Buyer, on if any such adjustment does not relate to a specific asset such adjustment shall be allocated among the other hand, in proportion Purchased Assets as acceptable to both the amounts by which their respective allocations differ from Buyer and the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent with such allocation unless required to do so by LawSeller.

Tax Allocation. Sellers and Buyer If ▇▇▇▇▇ shall allocate that portion have an election in effect under Section 754 of the Aggregate Purchase Price allocated to Mission US among Code for the assets and liabilities taxable year of Mission US in accordance with Section 1060 of ▇▇▇▇▇ that includes the CodeClosing Date, 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 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 deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items then as promptly as practicable, but in no event longer later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Valuation Statement”) valuing the assets of ▇▇▇▇▇ for purposes of (i) Treasury Regulation Section 1.743-1(d)(2) in determining Purchaser’s adjustment to the federal income tax basis of the assets of ▇▇▇▇▇ and for purposes of performing Purchaser’s obligations pursuant to section 3 of Exhibit F to the ▇▇▇▇▇ LLC Agreement, and (ii) Treasury Regulation Section 1.751-1(a)(2) in determining the character of Seller’s gain or loss, as the case may be, for federal income tax purposes in respect of the transactions contemplated by this Agreement. Seller shall have fifteen (15) days to review the Valuation Statement and shall notify Purchaser of any disputes with the valuation as set forth in the Valuation Statement. Seller and Purchaser shall negotiate in good faith to resolve any such dispute before the date that is sixty (60) days before the due date of the tax returns that reflect the valuation. If Seller and Purchaser cannot resolve the disputed valuation before such date, then Seller and Purchaser shall refer the dispute to PricewaterhouseCoopers LLP (the “Accounting Referee”) to review and to determine the proper valuation (it being understood that in making such determination, the Accounting Referee shall be functioning as an expert and not as an arbitrator). The Accounting Referee shall deliver to Seller and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days after such submission to from the Independent Accountant, and to resolve 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 work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The 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 by independent review). The resolution date of engagement of the dispute shall Accounting Referee), a determination of the valuation. This determination will be final and binding on the parties heretoParties and all tax returns filed by Purchaser, Seller and each of their Affiliates shall be prepared consistently with such valuation. The fees cost of such review and expenses of the Independent Accountant report shall be borne by Sellers, on Purchaser. Seller and Purchaser shall use commercially reasonable efforts to ensure that the one hand, and Buyer, on the other hand, in proportion to the amounts Valuation Statement is not disputed by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent with such allocation unless required to do so by Law▇▇▇▇▇.

Tax Allocation. (a) Sellers and Buyer shall Purchaser agree to allocate that portion the sum of the Aggregate Purchase Price allocated to Mission US Adjusted Ceding Commission and the General Account Reserves transferred as of the Effective Date (such sum, the "Allocable Amount") among the assets and liabilities of Mission US Transferred Assets in accordance with this Section 5.17 for all purposes, including Tax and financial accounting purposes. (b) An amount equal to the Adjusted Ceding Commissions shall be allocated to the value of the insurance-in-force with respect to the Coinsured Contracts reinsured under the Coinsurance Agreement. (c) The remainder of the Allocable Amount shall be allocated among the Transferred Assets (other than such insurance-in-force) in proportion to the fair market value of such assets, using the residual method of accounting. For purposes of the Code, the amount of the liabilities assumed by Purchaser that are included in the Allocable Amount for this purpose shall be equal to Sellers' combined tax basis in such liabilities. (d) For purposes of Section 1060 of the Code, Sellers and Purchaser shall (i) make the allocation described in Section 5.17(c) hereof in the manner described in Income Tax Regulations Section 1.1060-1T, taking into account the allocation described in Section 5.17(b) hereof, and (ii) file asset acquisition statements on Form 8594 (or any replacement or successor form) reflecting such allocation shall be binding on at the parties for all Tax purposes. Sellers time, in the manner, and Buyer shall allocate a portion under the procedures described in such provision of the Aggregate Purchase Price Income Tax Regulations. (e) As soon as practicable after the Closing Date, Purchaser shall prepare a schedule reflecting the allocation of the remainder of the Allocable Amount under Section 5.17(c) hereof in the manner described in Income Tax Regulations Section 1.1060-1T and shall submit it to Sellers. If, within 30 days of Sellers' receipt of such schedule, Sellers shall not have objected in writing to the Mission UK Shares, subject to a maximum amount determination 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 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 deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned Allocable Amount or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items allocation shall be promptly referred used by Sellers and Purchaser for purposes of Form 8594 (and any replacement or successor form) and all other federal income Tax purposes. If, within 15 days of any objection in writing to the Independent Accountantdetermination of the Allocable Amount or to such allocation, Sellers and Purchaser shall not have agreed in writing to the allocation under Section 5.17(c) hereof, any disputed aspects of the determination of the Allocable Amount or to such allocation shall be resolved by the Third Party Accountant within 30 days of the submission of the dispute to the Third Party Accountant by Sellers or Purchaser. The Independent decision of the Third Party Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountantfinal, and to resolve only those unresolved disputed items set forth in the objection notice. If unresolved disputed items are submitted to the Independent Accountantcosts, Buyer, on the one handexpenses, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The 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 by independent review). The resolution fees of the dispute shall be final and binding on the parties hereto. The fees and expenses of the Independent Third Party Accountant shall be borne equally by Sellers, on the one hand, Sellers and Buyer, on the other hand, Purchaser. (f) Sellers and Purchaser shall not take any position before any Taxing Authority or otherwise (including in proportion any Tax return) inconsistent with this Section 5.17 unless and to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent with such allocation unless extent required to do so by Lawpursuant to a determination (as defined in Section 1313(a) of the Code or any similar provision of state, local or foreign law).

Tax Allocation. Sellers and (a) No later than 30 days after the resolution of the Final Net Working Capital, Buyer shall allocate that portion provide a schedule to Seller setting forth in reasonable detail an allocation of the Aggregate Purchase Price allocated to Mission US purchase price among the assets and liabilities of Mission US the Company in accordance a manner consistent with Section 1060 of the Code, Code and the Treasury Regulations thereunder (such allocation shall be binding on the parties for all Tax purposes. Sellers and Buyer shall allocate a portion “Draft Allocation”). (b) Within 30 days after the receipt of the Aggregate Purchase Price Draft Allocation, Seller shall provide notice to Buyer of any dispute as 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 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 Draft Allocation (60) days after Closing, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocationany portion thereof). If Seller timely disputes the Draft Allocation (or any portion thereof), Buyer objects to such allocation, the parties and Seller shall negotiate in good faith to resolve the disputed itemsdispute. If Buyer and Sellers are unable to reach agreement within thirty Seller does not timely dispute the Draft Allocation (30) days after such objection has been givenor any portion thereof), all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve 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 work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The 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 by independent review). The resolution of the dispute Draft Allocation shall be final and binding on the parties hereto. The fees Parties and expenses if Seller timely disputes the Draft Allocation and Seller and Buyer resolve such dispute within 15 days following Seller’s notice of dispute, the Draft Allocation (as appropriately adjusted to reflect any final resolution of the Independent Accountant dispute) shall be borne by Sellers, final and binding on the one hand, Parties (any final and Buyer, on binding allocation under this shall be referred to as the other hand, in proportion “Final Allocation”). (c) In the event there is a Final Allocation and there is an adjustment to the amounts by which their respective allocations differ from purchase price after the allocations as finally determined by Final Allocation has been determined, Seller and Buyer shall make appropriate adjustments in accordance with the Independent Accountant. The parties Final Allocation to reflect such adjustment (the “Revised Allocation”). (d) Buyer and Seller agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall cause their respective Affiliates to, to file their all Tax Returns consistently with such allocations. Each party hereto shall not take, (including IRS Form 8594 and shall not permit any of such party's Affiliates to take, amended Tax Returns or claims for refund) in a position on any Tax Return, before any tax authority charged manner consistent with the collection of any Tax or in Final Allocation (subject to necessary adjustments to reflect a Revised Allocation) and neither Buyer nor Seller will take any proceeding involving any Tax that is position inconsistent with such allocation on any Tax Return or otherwise, unless required to do so by applicable Law or a final “determination,” within the meaning of Section 1313(a)(1) of the Code (or similar provision of state or local Law); provided, however, that nothing contained herein shall prevent Seller or Buyer, after a good faith defense, from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Final Allocation or any Revised Allocation and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Final Allocation or Revised Allocation, as applicable. Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging to how the purchase price is allocated among the assets of the Company. (e) Notwithstanding the foregoing, if prior to the due date of a Tax Return to be filed after the Closing Date there is not a Final Allocation, Buyer or Seller, as the case may be, shall be entitled to take any good faith position with respect to all unresolved items as to the allocation of the purchase price on such Tax Return to be filed, and if on or prior to the February 10, 2018, there is not a Final Allocation, each of the Buyer and Seller shall be entitled to take any good faith position with respect to all unresolved items as to the allocation of the purchase price on any Tax Return to be filed after February 10, 2018.

Tax Allocation. (a) The Group B Sellers and the U.S. Buyer shall agree to allocate that portion of the Aggregate U.S. Purchase Price allocated and any other items constituting consideration for the Interests for applicable income Tax purposes (to Mission US the extent known at such time) among the assets of each of QPLLC and liabilities of Mission US QSGP as set forth in accordance Section 10.2(b). (b) The U.S. Buyer shall provide the Sellers with draft allocations pursuant to Section 10.2(a) that comply with Section 1060 of the 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 Code and the aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, Treasury Regulations promulgated thereunder within sixty (60) days after Closingthe Closing Date (the “Allocation”). If the Sellers disagree with all or a portion of the Allocation, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement may within thirty (30) days after such objection has been givenreceipt of the Allocation notify the U.S. Buyer of its objections. The U.S. Buyer and the Sellers shall work in good faith to resolve any disagreements. If after fifteen (15) days the U.S. Buyer and the Sellers have not resolved their disagreements, all unresolved the disputed items portion of the Allocation shall be promptly referred delivered to the Independent AccountantAccounting Firm. The Independent Accountant Accounting Firm shall be directed to render a written report on review the unresolved disputed items as promptly as practicable, but in no event longer than portion of such draft Allocation and determine the final Allocation within thirty (30) days after such submission to the Independent Accountant, and to resolve 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 work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably requestof receipt. The 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 by independent review). The resolution cost of the dispute shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant such accounting firm shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined one-half by the Independent AccountantU.S. Buyer and one-half by the Sellers. The parties agree that such allocations will be established by arms' length negotiation between Group B Sellers and Buyer. The parties the U.S. Buyer shall, and shall cause their respective Affiliates to, file their Tax Returns report consistently with such allocations. Each party hereto the final Allocation in all Tax Returns, including IRS Form 8594, which the U.S. Buyer and the Group B Sellers shall timely file with the appropriate Tax Authority, and the Group B Sellers, the U.S. Buyer and each of their respective Affiliates shall not take, and shall not permit any of such party's Affiliates to take, a position on file any Tax Return, before Return or other document or otherwise take any tax authority charged with the collection of any Tax or in any proceeding involving any Tax position that is inconsistent with such allocation the Allocation determined pursuant to this Section 10.2(b), unless otherwise required to do so by a determination as defined in Section 1313(a) of the Code or any similar provision of any state, foreign or local Law. (c) The parties hereto shall promptly inform one another of any challenge by any Governmental Entity to any allocation made pursuant to this Section 10.2 and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challenge.

Tax Allocation. Sellers (a) The Purchase Price (plus assumed liabilities to the extent properly taken into account under the Code and Buyer the Treasury regulations promulgated thereunder), shall allocate that portion be allocated among the Assets of the Aggregate Purchase Price allocated to Mission US among the assets and liabilities of Mission US Company in accordance with Section 1060 of the 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 Code and the aggregate purchase price under Treasury regulations promulgated thereunder, as agreed upon by the Goodwill Purchase Agreement, Buyer and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, Sellers within sixty (60) days after the Closing, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to which agreement will be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report based on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountantan independent appraisal, and to resolve only those unresolved disputed items set forth which may be revised in accordance with the objection notice. If unresolved disputed items are submitted to following sentence (the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The 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 by independent review“Allocation”). The Buyer and Sellers’ Representative agree to revise the Allocation to reflect any Contingent Payments, Non-US Licensing Earn-Out Payments and Run Rate Contingent Payments made pursuant to Section 1.04 above (in each case, excluding any amounts properly characterized as interest for federal income Tax purposes). (b) To the extent Buyer and Sellers’ Representative cannot agree on how to prepare or revise the Allocation in accordance with Section 1.06(a) hereof, then the Buyer and the Sellers’ Representative shall attempt to determine an appropriate Allocation, and any resolution of the dispute by them as to any disputed amounts shall be final final, binding and binding conclusive on the parties hereto. If the Sellers’ Representative and the Buyer are unable to reach a resolution with such effect within 20 Business Days, the Sellers’ Representative and the Buyer shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within 30 Business Days after such submission, determine and report to the Sellers’ Representative and the Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on the Sellers and the Buyer. The fees and expenses disbursements of the Independent Accountant Accounting Firm shall be borne by allocated between the Sellers, on ’ Representative and the one hand, and Buyer, on Buyer in the other hand, in same proportion that the aggregate amount of such remaining disputed items so submitted to the amounts Independent Accounting Firm that is unsuccessfully disputed by which their respective allocations differ from the allocations each such party (as finally determined by the Independent Accountant. Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (c) The parties Buyer and the Sellers’ Representative agree that such allocations will to (i) be established bound by arms' length negotiation between Sellers the Allocation, (ii) act in accordance with the Allocation in the preparation of all financial statements and Buyer. The parties shall, and shall cause their respective Affiliates to, file their the filing of all Tax Returns consistently (including filing Form 8594 with such allocations. Each party hereto shall not take, their United States federal income Tax Return for the taxable year that includes the date of the Closing) and shall not permit any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with in the collection course of any Tax audit, Tax review or in any proceeding involving any Tax that is litigation relating thereto, and (iii) take no position and cause their Affiliates to take no position inconsistent with such allocation the Allocation for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to do so by Lawan agreement with the IRS.