Purchase Price Allocation. The Seller, and the Purchaser, agree that the amount set forth on [Schedule III] under the heading “Total Purchase Price” with respect to the Seller reflects the consideration paid by the Purchaser to the Seller for the Purchased Notes and Purchased Warrants being sold by the Seller, subject to adjustment as set forth in this Agreement. The Seller, and the Purchaser, agree to file all U.S. federal and state and local income tax returns (including amended tax returns, and claims for refund and information reports) required to be filed with any governmental authority in a manner consistent with such allocation, except as otherwise required under applicable law. The Purchaser shall promptly notify the Seller if any governmental authority challenges such allocation. The Parties acknowledge that the fair market value of the Consideration Shares, subject to adjustment as set forth in this Agreement, may vary from the Closing Date Share Consideration Amount set forth on [Schedule III] under the heading “Total Purchase Price”.

Purchase Price Allocation. As soon as reasonably practicable after the Initial Closing Date, the Purchaser shall deliver to the Company a proposed allocation of the Aggregate Purchase Price to the Purchased Securities. The Company shall provide written notice to the Purchaser of any disagreement with such proposed allocation within ten (10) days after such delivery. Such proposed allocation shall be deemed final without such timely written notice. If the Company provides such timely written notice, the Purchaser and the Company shall attempt to resolve such disagreement in good faith. If the Purchaser and the Company are unable to resolve such disagreement within twenty (20) days after the delivery of such timely written notice, the Purchaser and the Company shall promptly engage an independent nationally recognized accounting firm mutually chosen by the Purchaser and the Company to make a determination of the allocation of the Aggregate Purchase Price to the Purchased Securities. The fees and expenses of such accounting firm incurred in connection with such engagement shall be paid by the Company. The allocation determined by such accounting firm shall be final and binding. No Party shall take a position inconsistent with a final allocation determined in accordance with this [Section 6.11] for any tax purposes, except to the extent otherwise required by a final determination of a taxing authority within the meaning of Section 1313 of the Code (or other comparable provision of law).

Purchase Price Allocation. Not later than sixty (60) Business Days after the final determination of Purchase Price pursuant to [Section 2.10(b)], Buyer shall prepare and deliver to Seller an allocation schedule, in the form set forth in [Section 5.03(e)] of the Buyer Disclosure Letter, setting forth Buyer’s determination of the allocation of the Purchase Price and assumed (or deemed assumed) obligations to the extent properly taken into account under the Code among the Assumed Assets that complies with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). Seller and Buyer shall work in good faith to resolve any disputes relating to the Allocation within thirty (30) days. If Seller and Buyer are unable to resolve any such dispute, such dispute shall be resolved promptly by the Independent Accountants, the costs of which shall be borne equally by Seller and Buyer. Seller and Buyer shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the allocable Purchase Price or any other amounts constituting consideration for federal Income Tax purposes pursuant to this Agreement. Seller and Buyer shall, and shall cause their respective Affiliates to, report consistently with the Allocation in all Tax Returns, including on Form 8594, and none of the Parties shall take any position in any Tax Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code or with the written consent of the other Parties, which shall not be unreasonably withheld, conditioned or delayed. Each of Seller and Buyer agrees to promptly advise the other regarding the existence of any Tax audit, controversy or litigation related to the Allocation; provided, that nothing in this [Section 5.03] shall require any of the Parties to litigate before any court, or prevent any of the Parties from settling in good faith, any proposed deficiency or adjustment by any Taxing Authority challenging the Allocation.

Allocation of Purchase Price. The allocation of the Purchase Price among the Purchased Assets shall be as set forth on [Schedule 2.6] attached hereto (the “Allocation Schedule”). ​ and Purchaser agree to file their respective IRS Forms 8594 and all federal, state and local Tax Returns in accordance with the Allocation Schedule.

Tax Treatment; Purchase Price Allocation. For federal income Tax purposes (and, where applicable, state and local income Tax purposes), Buyer, Seller and the Partnership agree to treat the Pre-Closing Distribution to Seller as a distribution from the Partnership to Seller pursuant to Code Section 731. For federal income Tax purposes (and, where applicable, state and local income Tax purposes), Buyer and Seller agree to treat the purchase of the Partnership Interest contemplated by this Agreement as an acquisition of assets in the manner described in Situation 1 of Revenue Ruling 99-6, 1999-1 C.B. 423, provided, however, if within sixty (60) Business Days following the Closing Date, Buyer notifies Seller that Buyer will elect to treat itself as an association taxable as a corporation for federal income Tax purposes effective on a date that precedes the Closing Date, then # Buyer and Seller shall treat the purchase of the Partnership Interest contemplated by this Agreement as a transfer of an interest in a partnership by sale or exchange as described in Code Section 743(b); # the Partnership shall make or otherwise have in effect an election pursuant to Code Section 754 for its taxable year that includes the Closing Date; and # Buyer and Seller agree that the purchase of the Partnership Interest shall not terminate the Partnership for federal income Tax purposes pursuant to Code Section 708(b)(1)(A) or Code Section 708(b)(1)(B). The Purchase Price, as increased by the applicable liabilities of the Partnership and other relevant items, shall be allocated for income Tax purposes among the Mexican Subsidiary Shares and the assets of the Partnership in accordance with the methodology set forth on [Exhibit B]. Buyer and Seller shall follow and use such allocation in the preparation of all Tax Returns or similar reports filed by them with any Tax Authority, including any disclosures required to be made to the United States Internal Revenue Service by the parties under the provisions of Section 1060 of the Code or any Treasury Regulations promulgated thereunder.

Purchase Price. The purchase price to be paid by Buyer to Seller for the Shares (the “Purchase Price”) shall be: # ​, and # transfer to Buyer, of 100% interest in Community Economic Development Capital, LLC (a California Limited Liability Company), payable in immediately available funds at the Closing.

Purchase Price. The aggregate purchase price for the Common Shares to be purchased by each Buyer (the “Purchase Price”) shall be the amount set forth opposite such Buyer’s name in column # on the Schedule of Buyers.

Purchase Price. Buyer shall deliver to Seller, or its designee, the Purchase Price by a wire transfer of immediately available funds to such bank and account or banks and accounts as Seller shall have previously designated to Buyer in writing at least one business day prior to Closing.

Purchase Price. The purchase price for the Shares is $.0025 per share, or ​.

Purchase Price. The Purchase Price for the Property shall be ​ and allocated as follows: