Common use of Allocation of Consideration for Assets Clause in Contracts

Allocation of Consideration for Assets. Within fifteen (15) days after the Closing Date, Purchaser shall deliver to Seller a schedule allocating the Purchase Price and the portion of the Assumed Obligations, if any, constituting consideration for U.S. federal income tax purposes, among the Purchased Assets in accordance with section 1060 of the Code and the regulations thereunder (the “Allocation Schedule”). If within fifteen (15) days after receipt of the Allocation Schedule, Seller notifies Purchaser in writing that Seller objects to one or more items reflected on Allocation Schedule, then Purchaser and Seller shall negotiate in good faith to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SCHEDULES (OR SIMILAR ATTACHMENTS) REFERRED TO AND LISTED HEREIN SHALL HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) OF REGULATION S-K. A COPY OF ANY OMITTED SCHEDULE (OR SIMILAR ATTACHMENT) WILL BE FURNISHED TO THE COMMISSION UPON REQUEST. resolve such dispute. If Seller and Purchaser fail to resolve any such dispute within ten (10) days after Purchaser’s receipt of Seller’s notice, then the parties shall submit the dispute to ParenteBeard (or any other independent accounting firm that is mutually acceptable to Purchaser and Seller) for resolution of the dispute, which resolution shall be final and binding on both parties. The fees and expenses of such accounting firm shall be shared equally by the parties. The parties agree, unless otherwise required by Law, not to take any position inconsistent with the Allocation Schedule for Tax reporting purposes. Any adjustment to the Purchase Price or the Adjusted Purchase Price shall be allocated as provided by Treas. Reg. §1.1060-1(c).

Allocation of Consideration for Assets. Within fifteen (15) days after the Closing Date, Purchaser shall deliver to Seller a schedule allocating the The Purchase Price and the portion amount of the Assumed Obligations, if any, constituting consideration Obligations (to the extent they constitute part of the amount realized by the Seller for U.S. federal income tax purposes, ) shall be allocated among the Purchased Assets in accordance with section this Section 3.5. The Purchaser and the Seller shall cooperate to make such allocation within ninety (90) days after the last of the Delayed Closings. If the Purchaser and the Seller reach an impasse regarding the allocation, the parties shall apply the principles of Section 3.2(g) hereof to resolve any disputed amounts. The allocation made pursuant to this Section 3.5 is intended to comply with the allocation method required by Section 1060 of the Code Code, and the parties shall cooperate to comply with all requirements of Section 1060 and the regulations thereunder (thereunder. Following the “Allocation Schedule”). If within fifteen (15) days after receipt Closing, each of the Allocation Schedule, Seller notifies Purchaser in writing that Seller objects to one or more items reflected on Allocation Schedule, then Purchaser and Seller shall negotiate in good faith to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SCHEDULES (OR SIMILAR ATTACHMENTS) REFERRED TO AND LISTED HEREIN SHALL HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) OF REGULATION S-K. A COPY OF ANY OMITTED SCHEDULE (OR SIMILAR ATTACHMENT) WILL BE FURNISHED TO THE COMMISSION UPON REQUEST. resolve such dispute. If the Seller and Purchaser fail their respective Affiliates shall file all necessary Tax Returns and other forms (including Internal Revenue Service Form 8594) to resolve any report the transactions contemplated herein for U.S. federal, state, local and non-United States income Tax purposes in accordance with such dispute within ten (10) days after Purchaser’s receipt of Seller’s noticeallocation, then the parties and shall submit the dispute to ParenteBeard (or any other independent accounting firm that is mutually acceptable to Purchaser and Seller) for resolution of the dispute, which resolution shall be final and binding on both parties. The fees and expenses of such accounting firm shall be shared equally by the parties. The parties agree, unless otherwise required by Law, not to take any position inconsistent with such allocation; provided, however, that the Allocation Schedule Purchaser’s cost for Tax reporting purposesthe Assets may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so allocated. Any adjustment to the Purchase Price or for the Adjusted Purchase Price Assets shall be allocated as provided by Treas. Reg. §in Treasury Regulation Section 1.1060-1(c)1, and, in the event of such adjustment, the Purchaser and the Seller agree to revise and amend the allocation determined as provided above within thirty (30) days of such adjustment and file a supplemental Form 8594 as required by applicable Law.

Allocation of Consideration for Assets. Within fifteen sixty (1560) days after the Closing Date, the Purchaser shall deliver to the Seller a schedule consistent with the Initial Allocation pursuant to Section 3.1 allocating the Purchase Price and the portion of the (including Assumed Obligations, if any, constituting consideration for U.S. federal income tax purposes, ) among the Purchased Assets in accordance with section 1060 of the Code and the regulations thereunder (the “"Allocation Schedule”"); provided, however, that (a) the Seller and the Purchaser agree to use commercially reasonable efforts to agree, prior to Closing, upon the portion of the Purchase Price to be allocated to the Petrolia Facility and the Netherlands Facilities (other than the Amsterdam Facility, if the Amsterdam Sale is consummated), (b) the Seller and the Purchaser agree that, if the Amsterdam Sale is consummated, the portion of the Purchase Price allocated to the Amsterdam Facility shall equal the amount actually paid to the Purchaser or the Dutch Purchaser Designee by the municipality of Amsterdam therefor and (c) that such allocations made in accordance with clauses (a) and (b) shall not be modified after the Closing without the prior written agreement of each of the Seller and the Purchaser. If within fifteen thirty (1530) days after of receipt of the Allocation Schedule, the Seller notifies the Purchaser in writing that the Seller objects to one or more items reflected on the Allocation Schedule, then other than the Initial Allocation pursuant to Section 3.1, the Seller and the Purchaser and Seller shall negotiate in good faith to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SCHEDULES (OR SIMILAR ATTACHMENTS) REFERRED TO AND LISTED HEREIN SHALL HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) OF REGULATION S-K. A COPY OF ANY OMITTED SCHEDULE (OR SIMILAR ATTACHMENT) WILL BE FURNISHED TO THE COMMISSION UPON REQUEST. resolve such dispute. If the Seller and the Purchaser fail to resolve any such dispute within ten (10) 30 days after of the Purchaser’s 's receipt of the Seller’s 's notice, then the parties Seller and the Purchaser shall submit the dispute for resolution to ParenteBeard (or any other independent accounting firm that is mutually acceptable to Purchaser and Seller) an Accounting Firm for resolution of the dispute, which resolution shall be final and binding on both parties. The fees Notwithstanding anything to the contrary contained in this Section 3.4, the Allocation Schedule shall not become final and expenses binding until after the Closing Statement becomes final and binding in accordance with Section 3.3. Each of the Purchaser and the Seller shall (and shall cause their respective Affiliates to) file all necessary Tax Returns and other forms (including Internal Revenue Service Form 8594) to report the transactions contemplated herein for U.S. federal, state, local and non -United States Tax purposes in accordance with such accounting firm allocation, and shall be shared equally by the parties. The parties agree, unless otherwise required by Law, not to take any position inconsistent with the Allocation Schedule for Tax reporting purposessuch allocation. Any adjustment to the Purchase Price or for the Adjusted Purchase Price Assets shall be allocated as provided by Treas. Reg. §1.1060-1(c)in Treasury Regulation section 1.1060 -1, and, in the event of such adjustment, the Purchaser and the Seller agree to revise and amend the Allocation Schedule and Form 8594 within thirty (30) days of such adjustment.

Allocation of Consideration for Assets. Within fifteen (15) days after Following the Closing DateClosing, Chemtura and the Purchaser shall deliver use commercially reasonable efforts to Seller a schedule allocating agree on an allocation of the Purchase Price and the portion of the Price, together with all Assumed Obligations, if any, constituting consideration for U.S. federal income tax purposesObligations assumed by Purchaser, among the Purchased Assets and the Accounts Receivable Note in accordance with section 1060 of the Code Code. If Chemtura and the regulations thereunder (Purchaser are not able to agree on such allocation prior to the “Allocation Schedule”)date that is four months after the Closing Date, Chemtura and the Purchaser shall jointly retain an appraiser to value the Assets and prepare such allocation, with the cost of, and any expenses associated with, such appraisal to be borne fifty percent by the Sellers and fifty percent by the Purchaser. If within fifteen (15) days after receipt Following the final determination of the Allocation Scheduleallocation, Seller notifies Purchaser in writing that Seller objects to one or more items reflected on Allocation Schedule, then each of the Purchaser and Seller the Sellers shall negotiate (and shall cause their respective Affiliates to) file all necessary Tax Returns and other forms (including Internal Revenue Service Form 8594) to report the transactions contemplated herein for U.S. federal, state, local and non-United States income Tax purposes in good faith to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SCHEDULES (OR SIMILAR ATTACHMENTS) REFERRED TO AND LISTED HEREIN SHALL HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) OF REGULATION S-K. A COPY OF ANY OMITTED SCHEDULE (OR SIMILAR ATTACHMENT) WILL BE FURNISHED TO THE COMMISSION UPON REQUEST. resolve accordance with such dispute. If Seller allocation, and Purchaser fail to resolve any such dispute within ten (10) days after Purchaser’s receipt of Seller’s notice, then the parties shall submit the dispute to ParenteBeard (or any other independent accounting firm that is mutually acceptable to Purchaser and Seller) for resolution of the dispute, which resolution shall be final and binding on both parties. The fees and expenses of such accounting firm shall be shared equally by the parties. The parties agree, unless otherwise required by Law, not to take any position inconsistent with the Allocation Schedule for Tax reporting purposessuch allocation (or any adjustment to such allocation). Any adjustment to the Purchase Price or for the Adjusted Purchase Price Assets shall be allocated as provided by Treas. Reg. §in Treasury Regulation section 1.1060-1(c)1 and, in the event of such adjustment, the Purchaser and the Sellers agree to revise and amend such allocation and Form 8594 within 30 days of such adjustment. Notwithstanding the foregoing, prior to the Closing, Chemtura and the Purchaser shall agree upon the portion of the Purchase Price to be allocated to the Transferred Owned Real Property (which allocation shall be comprised only of a portion of the Initial Purchase Price) so that the applicable Act of Cash Sale may reflect such amount and recite that it was received all in cash and for purposes of determining the fair market value of the Transferred Owned Real Property pursuant to Section 7.13, and such allocation shall not be modified after the Closing without the prior written agreement of Chemtura and the Purchaser.

Allocation of Consideration for Assets. Within fifteen (15) days after Following the Closing DateClosing, Chemtura and the Purchaser shall deliver use commercially reasonable efforts to Seller a schedule allocating agree on an allocation of the Purchase Price and the portion of the Price, together with all Assumed Obligations, if any, constituting consideration for U.S. federal income tax purposesObligations assumed by Purchaser, among the Purchased Assets Assets, the Accounts Receivable Note and the Purchaser’s Option in accordance with section 1060 of the Code Code. If Chemtura and the regulations thereunder (Purchaser are not able to agree on such allocation prior to the “Allocation Schedule”)date that is four months after the Closing Date, Chemtura and the Purchaser shall jointly retain an appraiser to value the Assets and prepare such allocation, with the cost of, and any expenses associated with, such appraisal to be borne fifty percent by the Sellers and fifty percent by the Purchaser. If within fifteen (15) days after receipt Following the final determination of the Allocation Scheduleallocation, Seller notifies Purchaser in writing that Seller objects to one or more items reflected on Allocation Schedule, then each of the Purchaser and Seller the Sellers shall negotiate (and shall cause their respective Affiliates to) file all necessary Tax Returns and other forms (including Internal Revenue Service Form 8594) to report the transactions contemplated herein for U.S. federal, state, local and non-United States income Tax purposes in good faith to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SCHEDULES (OR SIMILAR ATTACHMENTS) REFERRED TO AND LISTED HEREIN SHALL HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) OF REGULATION S-K. A COPY OF ANY OMITTED SCHEDULE (OR SIMILAR ATTACHMENT) WILL BE FURNISHED TO THE COMMISSION UPON REQUEST. resolve accordance with such dispute. If Seller allocation, and Purchaser fail to resolve any such dispute within ten (10) days after Purchaser’s receipt of Seller’s notice, then the parties shall submit the dispute to ParenteBeard (or any other independent accounting firm that is mutually acceptable to Purchaser and Seller) for resolution of the dispute, which resolution shall be final and binding on both parties. The fees and expenses of such accounting firm shall be shared equally by the parties. The parties agree, unless otherwise required by Law, not to take any position inconsistent with the Allocation Schedule for Tax reporting purposessuch allocation (or any adjustment to such allocation). Any adjustment to the Purchase Price or for the Adjusted Purchase Price Assets shall be allocated as provided by Treas. Reg. §in Treasury Regulation section 1.1060-1(c)1 and, in the event of such adjustment, the Purchaser and the Sellers agree to revise and amend such allocation and Form 8594 within 30 days of such adjustment. Notwithstanding the foregoing, prior to the Closing, Chemtura and the Purchaser shall agree upon the portion of the Purchase Price to be allocated to the Transferred Owned Real Property (which allocation shall be comprised only of a portion of the Initial Purchase Price) so that the applicable Act of Cash Sale may reflect such amount and recite that it was received all in cash and for purposes of determining the fair market value of the Transferred Owned Real Property pursuant to Section 6.17, and such allocation shall not be modified after the Closing without the prior written agreement of Chemtura and the Purchaser.