Allocation of Purchase Price. Not later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to the Company a schedule (the “Purchase Price Allocation Schedule”) allocating the Purchase Price among the Acquired Assets (it being understood that such schedule will be prepared in compliance with Section 1060 of the Code and the regulations promulgated thereunder), and such allocation will be conclusive and binding upon the parties hereto for all purposes. Purchaser and the Company shall each file all Tax Returns (including amended returns and claims for refund) in a manner consistent with such allocation (including the filing of IRS Form 8594), unless otherwise required by applicable Law. Neither Purchaser nor the Company shall take any position with respect to Taxes that is inconsistent with the agreed upon allocation, including in any audit or examination by any Tax Authority, unless otherwise required by applicable Law. Purchaser and the Company shall prepare and timely file such reports and information returns as may be required under applicable Laws to report the allocation of the Purchase Price among the Transferred Assets in accordance with the Purchase Price Allocation Schedule. Each party agrees to notify the other party in the event that any Tax Authority takes or proposes to take a position for Tax purposes that is inconsistent with the allocation set forth in the Purchase Price Allocation Schedule.

Allocation of Purchase Price. The Parties hereby agree that they will work together in an attempt to mutually agree to an allocation of the Purchase Price among the Land, the Improvements and the Personal Property for federal, state and local tax purposes. In the event the Parties fail to mutually agree to an allocation of the Purchase Price as set forth above, the Parties agree to use their own reasonable allocations for federal, state and local tax purposes.

The unadjusted Purchase Price shall be allocated among each tract of Land identified on Exhibit A-11] (each, a “Tract”), with each such Tract having the “Allocated Value” set forth for such Tract on Exhibit A-11].

The unadjusted Purchase Price shall be allocated among each tract of Land identified on Exhibit A-11] (each, a “Tract”), with each such Tract having the “Allocated Value” set forth for such Tract on Exhibit A-11].

Purchase Price Allocation. For purposes of the [Section 338(h)(10)] Election, within sixty (60) days following the Closing Date, Buyer shall provide Seller with a proposed allocation of the “adjusted grossed-up basis” as defined in Treasury Regulations Section 1.338-5(a) among the assets of the Company in accordance with Treasury Regulations Sections 1.338-6 and 1.338-7 (the “Allocation Schedule”). Seller shall have thirty (30) days following receipt of the Allocation Schedule to review the allocations set forth on the Allocation Schedule (the “Allocation Review Period”). Buyer shall consider in good faith any reasonable comments provided by Seller in writing on or prior to the last day of the Allocation Review Period. Buyer and Seller shall, to the extent necessary, work together in good faith to revise the Allocation Schedule to reflect any post-Closing payment made pursuant to or in connection with this Agreement. Neither Seller nor Buyer shall take any position (whether in audits, Tax Returns, or otherwise, and, in the case of Seller, in determining the “aggregate deemed sales price” within the meaning of Treasury Regulations Section 1.338-4) that is inconsistent with the Allocation Schedule, except as required by a final determination within the meaning of Section 1313(a) of the Code (or similar provision of state or local Applicable Law).

Purchase Price Allocation. Seller and Buyer agree to allocate the Final Net Purchase Price (and any other items required to be taken into account as consideration for U.S. federal income Tax purposes) among the Purchased Assets in accordance with the allocation principles set forth on [Schedule D]. Buyer shall prepare such allocation and shall deliver to Seller a schedule setting forth such allocation within 90 days after the final determination of the Final Net Purchase Price. Buyer shall update such allocation from time to time as needed to take into account any adjustments to the Final Net Purchase Price hereunder. Buyer and Seller shall file all Tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation. Seller shall not dispute such allocation unless such dispute # is set forth in a written notice that describes such dispute in reasonable detail and is delivered to Buyer in writing within 15 days following receipt of such allocation, and # relates only to Buyer’s applicable of the principles set forth on [Schedule D]; and, in any such case, Buyer and Seller shall cooperate in good faith to resolve any disputes as to Buyer’s application of the principles set forth on [Schedule D] no later than 15 days following Buyer’s receipt of such written dispute. Any dispute not resolved by such date shall be resolved by the Neutral Accountant. The Neutral Accountant’s determination shall control how the Purchase Price Allocation will be filed. The Neutral Accountant shall determine which Party’s position with respect to the disputes, taken as a whole, is most inconsistent with the Neutral Accountant’s resolution of such disputes, taken as a whole; and such Party shall be responsible for all costs, fees and expenses of the Neutral Accountant (including any indemnity obligations to the Neutral Accountant). The Parties agree: # that the Purchase Price Allocation shall be binding on the Parties for all Tax reporting purposes; and # to file all Tax Returns in a manner consistent with the Purchase Price Allocation. If any Taxing Authority disputes the Purchase Price Allocation, the Party receiving notice of the dispute shall promptly notify the other Party of such dispute and the Parties shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the Purchase Price Allocation. Any payment treated as an adjustment to the Final Net Purchase Price under Section 2.5

Purchase Price Allocation. Seller and Buyer shall agree within thirty (30) days after the Closing Date on the allocation of the Purchase Price among the Purchased Assets and Assumed Liabilities and any other amounts required to be included in the determination of the Purchase Price for U.S. federal income tax purposes, and such allocation shall be prepared in accordance with Section 1060 of the Code and the requirements of IRS Form 8594. The Parties shall file all Tax Returns, reports and other documents, including an asset acquisition statement on Form 8594, required by any competent taxing authority in a timely manner consistent with the agreed allocation. The Parties acknowledge that the Purchase Price subject to allocation may be different for each of the Parties (e.g., due to inclusion of differing amounts of transaction cost).

Purchase Price Allocation. If a [Section 338(h)(10)] Election is made, Buyer, Company and Seller agree that # the Purchase Price and the Liabilities of the Company and any other relevant items (the “[Section 338(h)(10)] Consideration”) shall be allocated among the assets of the Company for all purposes (including Tax and financial reporting) in a manner consistent with [Sections 338 and 1060]0] of the Code and as agreed by their respective accountants, negotiating in good faith on their behalf (but in the event Buyer and Seller cannot agree, then Seller shall adopt Buyer’s position) and # Buyer, the Company and Seller shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the agreed-upon allocations.

Purchase Price Allocation. The Parties agree that the aggregate consideration (including any Assumed Liabilities and any other items treated as consideration for U.S. federal income tax purposes and all other tax purposes) paid in exchange for the Acquired Assets will be allocated among the Acquired Assets in a manner consistent with applicable tax law (an “Allocation”). Within 90 days of Closing, Buyer shall deliver to Seller an initial Allocation. Seller shall be deemed to agree with the initial Allocation unless Seller delivers a written dispute notice to Buyer within thirty (30) days from the receipt thereof setting forth in reasonable detail the reason for any objections and any proposed adjustments to the initial Allocation. Buyer and Seller shall negotiate in good faith to resolve any disputed items. If the Parties fail to resolve any disputed items within ten (10) Business Days of the delivery of Buyer’s dispute notice, Buyer and Seller may each make separate Allocations to the extent of such disputed items that are not resolved. Seller and Buyer shall use reasonable efforts to update and adjust any Allocation, in a manner consistent with applicable tax law, following any adjustment to the aggregate consideration paid in exchange for the Acquired Assets pursuant to this Agreement. Except to the extent otherwise required by any applicable tax Law, if Buyer and Seller agree to a consistent Allocation then they shall each prepare all Tax Returns, including IRS Form 8594, in a manner consistent with such Allocation as it may be adjusted pursuant to this Agreement) and shall not take any inconsistent position on any Tax Returns provided, however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of such Allocation, and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging such

The Purchase Price (together with any other amounts treated as purchase price for U.S. federal Income Tax purposes) shall be allocated among the Sellers and their respective Assets and the Dutch Entity and its respective assets for 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. Tax Law, as appropriate) and consistent with the mutually agreed upon methodology set forth in [Exhibit K] (the “Asset Allocation Statement”). Any payments made under [Section 1.05(b)] or [Section 1.05(c)] after the Closing and not previously allocated in the Asset Allocation Statement shall be allocated in accordance with the methodology set forth in the Asset Allocation Statement; provided, however, nothing in this [Section 5.06(d)] shall prohibit any Party (or any of its respective Affiliates) from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Asset Allocation Statement and the Parties (and any of their respective Affiliates) shall not be required to litigate before any court any proposed deficiency or adjustment by any Taxing Authority challenging the Asset Allocation Statement. The Seller Representative and such Buyer shall cooperate in good faith to timely agree the allocation of any payments made under [Section 1.05(b)] or [Section 1.05(c)].