Common use of Allocation of Consideration for Assets Clause in Contracts

Allocation of Consideration for Assets. (a) The Purchase Price shall be allocated among the Sellers as set forth on a purchase price allocation statement (the “Purchase Price Allocation Statement”), which Purchase Price Allocation Statement shall be mutually agreed upon by MCI and the U.S. Purchaser at or prior to the Closing to the extent reasonably possible. If the Purchase Price Allocation Statement is not mutually agreed upon prior to the Closing the matter shall be submitted to the Accounting Firm to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Purchase Price Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses of the Accounting Firm shall be borne 50% by the U.S. Purchaser, on the one hand, and 50% by MCI, on the other hand. (b) The Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) shall be allocated among the Assets, in accordance with Section 1060 of the Code and any applicable provision of non-U.S. Law, as set forth on an asset allocation statement (the “Asset Allocation Statement”), which Asset Allocation Statement shall be mutually agreed upon by MCI and the U.S. Purchaser within 120 days after the Closing to the extent reasonably possible. If the Asset Allocation Statement is not mutually agreed upon within such period, the U.S. Purchaser and MCI shall submit such dispute to the Accounting Firm to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Asset Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses of the Accounting Firm shall be borne 50% by the U.S. Purchaser, on the one hand, and 50% by MCI, on the other hand. (c) Following the Closing, each of the U.S. Purchaser and MCI and their respective Affiliates shall 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 accordance with the Purchase Price Allocation Statement and the Asset Allocation Statement, and shall not take any position inconsistent with such allocations. Any adjustment to the Purchase Price for the Assets shall be allocated as provided in Treasury Regulation Section 1.1060-1 and applicable non-U.S. law, and, in the event of such adjustment, the U.S. Purchaser and MCI agree to revise and amend the Purchase Price Allocation Statement, the Asset Allocation Statement and the applicable Tax Returns and other forms as required by applicable Law.

Allocation of Consideration for Assets. Within sixty (a60) The Purchase Price days after the Closing Date, the Purchaser shall be allocated among the Sellers as set forth on a purchase price allocation statement (the “Purchase Price Allocation Statement”), which Purchase Price Allocation Statement shall be mutually agreed upon by MCI and the U.S. Purchaser at or prior deliver to the Closing Seller a schedule consistent with the Initial Allocation pursuant to the extent reasonably possible. If Section 3.1 allocating the Purchase Price Allocation Statement is not mutually agreed upon prior to the Closing the matter shall be submitted to the Accounting Firm to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Purchase Price Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses of the Accounting Firm shall be borne 50% by the U.S. Purchaser, on the one hand, and 50% by MCI, on the other hand. (bincluding Assumed Obligations) The Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) shall be allocated among the Assets, Assets in accordance with Section section 1060 of the Code and any applicable provision of non-U.S. Law, as set forth on an asset allocation statement the regulations thereunder (the “Asset "Allocation Statement”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), which Asset Allocation Statement shall be mutually agreed upon by MCI (b) the Seller and the U.S. Purchaser within 120 days 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 thirty (30) days 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 extent reasonably possibleAllocation Schedule, other than the Initial Allocation pursuant to Section 3.1, the Seller and the Purchaser shall negotiate in good faith to resolve such dispute. If the Asset Allocation Statement is not mutually agreed upon Seller and the Purchaser fail to resolve any such dispute within such period30 days of the Purchaser's receipt of the Seller's notice, the U.S. Seller and the Purchaser and MCI shall submit such the dispute for resolution to the an Accounting Firm to resolve the disputed items. Upon for resolution of the disputed itemsdispute, which resolution shall be final and binding on both parties. Notwithstanding anything to the contrary contained in this Section 3.4, the allocation reflected on Allocation Schedule shall not become final and binding until after the Asset Allocation Closing Statement shall be adjusted to reflect such resolutionbecomes final and binding in accordance with Section 3.3. The fees and expenses Each of the Accounting Firm shall be borne 50% by the U.S. Purchaser, on the one hand, and 50% by MCI, on the other hand. (c) Following the Closing, each of the U.S. Purchaser and MCI the Seller shall (and shall cause their respective Affiliates shall 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 non -United States income Tax purposes in accordance with the Purchase Price Allocation Statement and the Asset Allocation Statementsuch allocation, and shall not take any position inconsistent with such allocationsallocation. Any adjustment to the Purchase Price for the Assets shall be allocated as provided in Treasury Regulation Section 1.1060-1 and applicable non-U.S. lawsection 1.1060 -1, and, in the event of such adjustment, the U.S. Purchaser and MCI the Seller agree to revise and amend the Purchase Price Allocation Statement, the Asset Allocation Statement Schedule and the applicable Tax Returns and other forms as required by applicable LawForm 8594 within thirty (30) days of such adjustment.

Allocation of Consideration for Assets. (a) The Purchase Price shall be allocated among the Sellers as set forth on a purchase price allocation statement (the “Purchase Price Allocation Statement”), which Purchase Price Allocation Statement shall be mutually agreed upon by MCI and the U.S. Purchaser at or prior to amount of the Closing Assumed Obligations (to the extent reasonably possible. If the Purchase Price Allocation Statement is not mutually agreed upon prior to the Closing the matter shall be submitted to the Accounting Firm to resolve the disputed items. Upon resolution they constitute part of the disputed items, the allocation reflected on the Purchase Price Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses of the Accounting Firm shall be borne 50% amount realized by the U.S. Purchaser, on the one hand, and 50% by MCI, on the other hand. (b) The Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the CodeSeller for federal income tax purposes) shall be allocated among the Assets, Purchased Assets in accordance with 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 and any applicable provision of non-U.S. LawCode, as set forth on an asset allocation statement (the “Asset Allocation Statement”), which Asset Allocation Statement shall be mutually agreed upon by MCI and the U.S. Purchaser within 120 days after parties shall cooperate to comply with all requirements of Section 1060 and the Closing to the extent reasonably possibleregulations thereunder. If the Asset Allocation Statement is not mutually agreed upon within such period, the U.S. Purchaser and MCI shall submit such dispute to the Accounting Firm to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Asset Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses of the Accounting Firm shall be borne 50% by the U.S. Purchaser, on the one hand, and 50% by MCI, on the other hand. (c) Following the Closing, each of the U.S. Purchaser and MCI the Seller and their respective Affiliates shall 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 accordance with the Purchase Price Allocation Statement and the Asset Allocation Statementsuch allocation, and shall not take any position inconsistent with such allocationsallocation; provided, however, that the Purchaser’s cost for the 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 for the Assets shall be allocated as provided in Treasury Regulation Section 1.1060-1 and applicable non-U.S. law1, and, in the event of such adjustment, the U.S. Purchaser and MCI the Seller agree to revise and amend the Purchase Price Allocation Statement, the Asset Allocation Statement allocation determined as provided above within thirty (30) days of such adjustment and the applicable Tax Returns and other forms file a supplemental Form 8594 as required by applicable Law.

Allocation of Consideration for Assets. (a) The Following the Closing, Chemtura and the Purchaser shall use commercially reasonable efforts to agree on an allocation of the Purchase Price shall be allocated Price, together with all Assumed Obligations assumed by Purchaser, among the Sellers as set forth on a purchase price allocation statement (the “Purchase Price Allocation Statement”), which Purchase Price Allocation Statement shall be mutually agreed upon by MCI Assets and the U.S. Purchaser at or prior to the Closing to the extent reasonably possible. If the Purchase Price Allocation Statement is not mutually agreed upon prior to the Closing the matter shall be submitted to the Accounting Firm to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Purchase Price Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses of the Accounting Firm shall be borne 50% by the U.S. Purchaser, on the one hand, and 50% by MCI, on the other hand. (b) The Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section Accounts Receivable Note in accordance with section 1060 of the Code) shall be allocated among the Assets, in accordance with Section 1060 of the Code and any applicable provision of non-U.S. Law, as set forth on an asset allocation statement (the “Asset Allocation Statement”), which Asset Allocation Statement shall be mutually agreed upon by MCI . If Chemtura and the U.S. Purchaser within 120 days are not able to agree on such allocation prior to the date that is four months after the Closing Date, Chemtura and the Purchaser shall jointly retain an appraiser to value the extent reasonably possibleAssets 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 Following the Asset Allocation Statement is not mutually agreed upon within such period, the U.S. Purchaser and MCI shall submit such dispute to the Accounting Firm to resolve the disputed items. Upon resolution final determination of the disputed items, the allocation reflected on the Asset Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses of the Accounting Firm shall be borne 50% by the U.S. Purchaser, on the one hand, and 50% by MCI, on the other hand. (c) Following the Closingallocation, each of the U.S. Purchaser and MCI the Sellers shall (and shall cause their respective Affiliates shall 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 accordance with the Purchase Price Allocation Statement and the Asset Allocation Statementsuch allocation, and shall not take any position inconsistent with such allocationsallocation (or any adjustment to such allocation). Any adjustment to the Purchase Price for the Assets shall be allocated as provided in Treasury Regulation Section section 1.1060-1 and applicable non-U.S. law, and, in the event of such adjustment, the U.S. Purchaser and MCI 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 Allocation Statementto 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 Asset Allocation Statement Closing without the prior written agreement of Chemtura and the applicable Tax Returns and other forms as required by applicable LawPurchaser.

Allocation of Consideration for Assets. (a) The Following the Closing, Chemtura and the Purchaser shall use commercially reasonable efforts to agree on an allocation of the Purchase Price shall be allocated Price, together with all Assumed Obligations assumed by Purchaser, among the Sellers as set forth on a purchase price allocation statement (Assets, the “Purchase Price Allocation Statement”), which Purchase Price Allocation Statement shall be mutually agreed upon by MCI Accounts Receivable Note and the U.S. Purchaser at or prior to the Closing to the extent reasonably possible. If the Purchase Price Allocation Statement is not mutually agreed upon prior to the Closing the matter shall be submitted to the Accounting Firm to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Purchase Price Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses of the Accounting Firm shall be borne 50% by the U.S. Purchaser, on the one hand, and 50% by MCI, on the other hand. (b) The Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section ’s Option in accordance with section 1060 of the Code) shall be allocated among the Assets, in accordance with Section 1060 of the Code and any applicable provision of non-U.S. Law, as set forth on an asset allocation statement (the “Asset Allocation Statement”), which Asset Allocation Statement shall be mutually agreed upon by MCI . If Chemtura and the U.S. Purchaser within 120 days are not able to agree on such allocation prior to the date that is four months after the Closing Date, Chemtura and the Purchaser shall jointly retain an appraiser to value the extent reasonably possibleAssets 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 Following the Asset Allocation Statement is not mutually agreed upon within such period, the U.S. Purchaser and MCI shall submit such dispute to the Accounting Firm to resolve the disputed items. Upon resolution final determination of the disputed items, the allocation reflected on the Asset Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses of the Accounting Firm shall be borne 50% by the U.S. Purchaser, on the one hand, and 50% by MCI, on the other hand. (c) Following the Closingallocation, each of the U.S. Purchaser and MCI the Sellers shall (and shall cause their respective Affiliates shall 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 accordance with the Purchase Price Allocation Statement and the Asset Allocation Statementsuch allocation, and shall not take any position inconsistent with such allocationsallocation (or any adjustment to such allocation). Any adjustment to the Purchase Price for the Assets shall be allocated as provided in Treasury Regulation Section section 1.1060-1 and applicable non-U.S. law, and, in the event of such adjustment, the U.S. Purchaser and MCI 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 Allocation Statementto 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 Asset Allocation Statement Closing without the prior written agreement of Chemtura and the applicable Tax Returns and other forms as required by applicable LawPurchaser.