Common use of Allocation of Consideration Clause in Contracts

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if any.

Allocation of Consideration. The Parties intend that In addition to the acquisition allocation of the Shares Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article II, and any other applicable consideration (the “Allocable Amount”) in accordance with the requirements of Section 1060 of the Code (and the Purchased Assets be treated as a taxable transaction regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposespurposes shall be consistent with the allocation of the Purchase Price as contemplated by Article II. Within ninety (90) days after As soon as practicable following the date on which the Final Closing Working Capital has been determined Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") 1060 of the consideration paid for Code. If Seller and Purchaser have not agreed on the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) allocation within 90 calendar days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, date on which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon Final Closing Statement become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able parties pursuant to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notificationSection 2.09(f), then such resolution Purchaser and Seller shall become final and binding on each have the Parties. If SCT and Purchaser are unable right to resolve their differences within such period, deliver notice to the other party of its intent to refer the matter shall be referred for arbitration resolution to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunderIndependent Accountant. Purchaser and Seller will each deliver to the Sellers agree other and to be bound the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the allocation set forth in Independent Accountant (the Allocation Schedule for all purposes “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of Tax reportingthe transactions, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"Form 8594, in a manner consistent with such Final Allocation). The Parties agree that One-half of all fees, costs and expenses of retaining the Allocation Schedule Independent Accountant shall include an allocation be borne by state where necessary to calculate applicable state sales or transfer taxes applicable to Seller and one-half of such fees, costs and expenses of retaining the transactions contemplated herebyIndependent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employees.

Allocation of Consideration. The Parties intend that All amounts constituting consideration within the acquisition meaning of, and for the purposes of, Section 1060 of the Shares Code and the Purchased regulations thereunder shall be allocated among the Transferred Assets be treated and any other rights acquired by Purchaser hereunder, as a taxable transaction for Tax purposesapplicable, in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable Laws. Within ninety sixty (9060) calendar days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver to SCT provide Seller with a proposed schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")allocating all such amounts as provided herein. Within thirty (30) days after receipt of the Preliminary The Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution Schedule shall become final and binding on the Partiesparties hereto fifteen (15) calendar days after Purchaser provides such schedule to Seller, unless Seller objects in writing to Purchaser, specifying the basis for its objection and preparing an alternative allocation. If SCT Seller does object in writing, Purchaser and Purchaser are unable Seller shall in good faith attempt to resolve their differences the dispute within fifteen (15) calendar days of written notice to Purchaser of Seller's objection. Any such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation resolution shall be final and binding on the Partiesparties hereto. A Preliminary Allocation Schedule that becomes Any unresolved disputes shall be promptly submitted to the Reviewing Accountants for determination, which shall be final and binding on the Parties parties hereto. Purchaser and Seller will each pay one-half of the fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated by this Section 4.4, including by furnishing such information and access to books, records (including accountants work papers), personnel and properties as may be referred reasonably requested. Each of the parties hereto agrees to as the "Allocation Schedule." The allocation set forth (a) prepare and timely file all Tax Returns, including Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule shall comply as finalized and (b) act in accordance with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")tax purposes. The Parties agree that parties hereto will revise the Allocation Schedule shall include an allocation by state where to the extent necessary to calculate applicable state sales reflect any Contingent Payment payable pursuant to Section 4.1(b)(ii), any payment made under Article X hereto or transfer taxes applicable other post-Closing payment made pursuant to or in connection with this Agreement. In the transactions contemplated herebycase of any such payment, if anyPurchaser shall propose a revised Allocation Schedule, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision. In no event shall the allocation of consideration, on the Allocation Schedule, be such that amounts are allocated to Seller's investments in loans or Securities in excess of the fair market values of such investments.

Allocation of Consideration. The Parties intend that All amounts constituting consideration within the acquisition meaning of, and for the purposes of, Section 1060 of the Shares Code and the Purchased regulations thereunder shall be allocated among the Transferred Assets be treated and any other rights acquired by Purchaser hereunder, as a taxable transaction for Tax purposesapplicable, in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable Laws. Within ninety sixty (9060) calendar days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver to SCT provide Seller with a proposed schedule containing a preliminary allocation (the "Preliminary “Allocation Schedule"”) of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")allocating all such amounts as provided herein. Within thirty (30) days after receipt of the Preliminary The Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution Schedule shall become final and binding on the Partiesparties hereto fifteen (15) calendar days after Purchaser provides such schedule to Seller, unless Seller objects in writing to Purchaser, specifying the basis for its objection and preparing an alternative allocation. If SCT Seller does object in writing, Purchaser and Purchaser are unable Seller shall in good faith attempt to resolve their differences the dispute within fifteen (15) calendar days of written notice to Purchaser of Seller’s objection. Any such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation resolution shall be final and binding on the Partiesparties hereto. A Preliminary Allocation Schedule that becomes Any unresolved disputes shall be promptly submitted to the Reviewing Accountants for determination, which shall be final and binding on the Parties parties hereto. Purchaser and Seller will each pay one-half of the fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated by this Section 4.4, including by furnishing such information and access to books, records (including accountants work papers), personnel and properties as may be referred reasonably requested. Each of the parties hereto agrees to as the "Allocation Schedule." The allocation set forth (a) prepare and timely file all Tax Returns, including Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule shall comply as finalized and (b) act in accordance with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")tax purposes. The Parties agree that parties hereto will revise the Allocation Schedule shall include an allocation by state where to the extent necessary to calculate applicable state sales reflect any Contingent Payment payable pursuant to Section 4.1(b)(ii), any payment made under Article X hereto or transfer taxes applicable other post-Closing payment made pursuant to or in connection with this Agreement. In the transactions contemplated herebycase of any such payment, if anyPurchaser shall propose a revised Allocation Schedule, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision. In no event shall the allocation of consideration, on the Allocation Schedule, be such that amounts are allocated to Seller’s investments in loans or Securities in excess of the fair market values of such investments.

Allocation of Consideration. The Parties intend that All capitalizable costs and other amounts constituting consideration within the acquisition meaning of, and for the purposes of, Section 1060 of the Shares Code and the Purchased Assets regulations thereunder shall be treated allocated among the Transferred Assets, the non-solicitation obligations contained in Section 8.14 hereto, the non-competition obligations contained in Section 8.15 hereto and any other assets or rights acquired by Purchaser hereunder, as a taxable transaction for Tax purposesapplicable, in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable Laws. Within ninety sixty (9060) calendar days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver to SCT provide Seller with a proposed schedule containing a preliminary allocation (the "Preliminary “Allocation Schedule"”) of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")allocating all such amounts as provided herein. Within thirty (30) days after receipt of the Preliminary The Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution Schedule shall become final and binding on the Partiesparties hereto fifteen (15) calendar days after Purchaser provides such schedule to Seller, unless Seller objects in writing to Purchaser, specifying the basis for its objection and preparing an alternative allocation. If SCT Seller does object, Purchaser and Purchaser are unable Seller shall in good faith attempt to resolve their differences the dispute within fifteen (15) calendar days of receipt by Purchaser of written notice of Seller’s objection. Any such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation resolution shall be final and binding on the Partiesparties hereto. A Preliminary Allocation Schedule that becomes Any unresolved disputes shall be promptly submitted to the Reviewing Accountants for determination, which determination shall be final and binding on the Parties parties hereto. Purchaser and Seller will each pay one-half of the fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated by this Section 4.3, including, without limitation, by furnishing such information and access to books, records (including, without limitation, accountants work papers), personnel and properties as may be referred reasonably requested. Each of the parties hereto agrees to as the "Allocation Schedule." The allocation set forth (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule shall comply as finalized and (b) act in accordance with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")tax purposes. The Parties agree that parties hereto will revise the Allocation Schedule shall include an allocation by state where to the extent necessary to calculate applicable state sales reflect any Purchase Price Adjustment, any payment made under Article X hereto or transfer taxes applicable other post-Closing payment made pursuant to or in connection with this Agreement. In the transactions contemplated herebycase of any such payment, if anyPurchaser shall propose a revised Allocation Schedule, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision.

Allocation of Consideration. The Parties intend Seller and Purchaser agree that they shall use, and shall cause their respective Subsidiaries to use, their reasonable best efforts to enter into an agreement (the acquisition "Allocation Agreement") as to the allocation of the Shares Purchase Price (as adjusted pursuant to Article II) and the Purchased Assumed Liabilities among the Assets be treated as acquired hereunder. Purchaser shall initially prepare a taxable transaction for Tax purposes. Within ninety draft of the Allocation Agreement (90the "Proposed Allocation") and shall submit such Proposed Allocation to Seller within 90 days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date. If, Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) within 60 days after Seller's receipt of the Preliminary Proposed Allocation, Seller shall not have objected in writing to such Proposed Allocation, the Proposed Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final the Allocation Agreement. In the event that Seller objects in writing within such 60 day period and binding on the Parties. If SCT Seller and Purchaser are unable to resolve their differences within such periodreach an agreement, the matter dispute shall be referred to a nationally recognized accounting firm mutually acceptable to Seller and Purchaser (the "Accounting Firm") for arbitration to resolution, and the determination of the Accounting ArbitratorFirm shall be binding upon Seller and Purchaser and their respective Subsidiaries and shall constitute the Allocation Agreement, with Seller and Purchaser each bearing one-half of the costs, fees and expenses of which shall be borne equally by SCT the Accounting Firm. Seller and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final Purchaser agree to act, and binding on to cause their respective Subsidiaries to act, in accordance with the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth allocations contained in the Allocation Schedule Agreement determined pursuant to this Section 10.2. Purchaser shall comply with initially prepare for delivery to Seller a completed set of Internal Revenue Service Form 8594, including all additional information and materials required to be attached to such Form 8594 pursuant to the rules of Treasury Regulations under Section 1060 of the Code Code. Such documents and forms shall be delivered to Seller for review no later than 60 days prior to the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree date any such forms are required to be bound by the allocation set forth in the Allocation Schedule for filed. For all purposes of Tax reportinghereunder, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule any indemnification payments pursuant to Article XI shall include be treated as an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable adjustment to the transactions contemplated hereby, if anyPurchase Price.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within Not later than ninety (90) days after following the Closing Working Capital has been determined Closing, Buyer shall prepare and deliver to Seller a statement of allocation which shall provide for the allocation of the Consideration plus the Assumed Liabilities, to the extent properly taken into account pursuant to the provisions of Section 1060 of the Code, among the Purchased Assets and the covenants contained in Article 9 (the “Allocation Schedule”). Such Allocation Schedule shall be prepared in accordance with the provisions of Code Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation 1060 and the Treasury Regulations thereunder (the "Preliminary “Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"Principles”). Within thirty fifteen (3015) days after the receipt of the Preliminary such Allocation Schedule, SCT shall notify Purchaser of Seller will propose to Buyer in writing any objections reasonable changes to such Allocation Schedule together with reasonable documentation supporting such changes (and in the event that SCT may haveno such changes are proposed in writing to Buyer within such time period, which notification shall include Seller will be deemed to have agreed to, and accepted, the Allocation Schedule as delivered). Buyer and Seller will attempt in good faith to resolve any proposed modifications. Failure differences with respect to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on in accordance with the Parties. If SCT notifies Purchaser of any objectionsAllocation Principles, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's Buyer’s receipt of SCT's notification, then such resolution shall become final and binding on the Partiesa timely written notice of objection from Seller. If SCT Buyer and Purchaser Seller are unable to resolve their such differences within such time period, then any remaining disputed matters will be submitted to KPMG (the matter “Independent Accountant”) for resolution, in accordance with the Allocation Principles. The Independent Accountant shall have sole authority to determine any and all substantive and procedural matters pertaining to the resolution of the dispute between Buyer and Seller arising under this Section 1.10. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Independent Accountant will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of such amounts, which report shall be referred for arbitration to the Accounting Arbitrator, the conclusive and binding upon Buyer and Seller. The fees and expenses of which the Independent Accountant in respect of such report shall be borne equally paid one-half by SCT Buyer and Purchaserone-half by Seller. The Accounting Arbitrator's determination of Buyer and Seller shall each file or cause to be filed IRS Form 8594 for its taxable year that includes the Closing Date in a final allocation shall be final and binding on manner consistent with the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth on the Allocation Schedule as so finalized, and (except as set forth below relating to a revised Allocation Schedule) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the Allocation Schedule shall comply with unless otherwise required by applicable Law; provided, however, that (a) Buyer’s cost for the rules Purchased Assets may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of Section 1060 of items (for example, capitalized acquisition costs) not included in the Code total amount so allocated and (b) the Treasury regulations promulgated thereunderamount realized by Seller may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax purposes. Purchaser and In the Sellers agree event that any adjustment is required to be bound by the allocation set forth in made to the Allocation Schedule for all purposes as a result of Tax reportingany Earn Out Payments or any other adjustment to the Consideration pursuant to this Agreement, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Schedule reflecting such adjustment. The Parties agree that the Such revised Allocation Schedule shall include an be subject to review and resolution of timely raised disputes in the same manner as the initial Allocation Schedule. Each of Buyer and Seller shall file or cause to be filed a revised IRS Form 8594 reflecting such adjustments as so finalized for its taxable year that includes the event or events giving rise to such adjustment, and (except as required by future revised Allocation Schedule) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the revised Allocation Schedule unless otherwise required by state where necessary applicable Law. [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to calculate applicable state sales or transfer taxes applicable Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to the transactions contemplated hereby, if anythis information.

Allocation of Consideration. Upon signing Seller and Purchaser shall have agreed to allocate the Initial Cash Consideration as set forth on Schedule 2.5(a). The Parties intend that the acquisition of the Shares and the Purchased Assets cash amounts allocated on Schedule 2.5(a) shall not be treated as a taxable transaction for Tax purposes. Within ninety (90) days adjusted after the Closing Working Capital has been determined date hereof, except to take into account any adjustment to the Initial Cash Consideration in accordance with Section 2.3(cthis Agreement and except with respect to the cash amount allocated to the Seller PCIL Stock which shall be subject to possible downwards-only adjustment prior to Closing pursuant to good faith agreement between the parties. Any amount by which the amount allocated to the Seller PCIL Stock in Schedule 2.5(a) or (dis reduced shall be added to the amount allocated to the Business in the United States. Prior to Closing and consistently with Schedule 2.5(a), Seller and Purchaser shall deliver in good faith agree how to SCT a schedule containing a preliminary allocation allocate the Initial Consideration (taking into account Assumed Liabilities to the "Preliminary Allocation Schedule"extent they are included in the amount realized for income tax purposes) of among the consideration paid for the Purchased Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"and such agreement shall be set forth on a schedule to be attached to this agreement as Schedule 2.5(b). Purchaser shall initially propose the content of Schedule 2.5(b) and if Purchaser does so, such proposal shall be subject to Seller’s review and reasonable objection, to be resolved by good-faith negotiations between Purchaser and Seller. Within thirty (30) 60 calendar days after receipt following the determination of the Preliminary Allocation ScheduleFinal Consideration, SCT Purchaser and Seller shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure attempt in good faith to so notify Purchaser of any objection shall constitute SCT's acceptance agree upon the allocation of the Preliminary Allocation Scheduledifference between the Initial Consideration and the Final Consideration among the Purchased Shares and the Purchased Assets (and among Seller and its Selling Affiliates). The allocation of this amount shall take into account the item or items (and the country) to which it is attributable and shall, which shall thereupon become final to the extent such allocation is agreed by Purchaser and binding Seller, be reflected on a revised Schedule 2.5(b). In the Parties. If SCT notifies event that Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser Seller are unable to resolve their differences reach an agreement within such 60 calendar day period, the matter allocation of any disputed item or items shall be referred for arbitration resolved within the next 30 calendar days by an independent accounting firm or valuation expert that is mutually acceptable to the Accounting Arbitrator, the both parties and whose fees and expenses of which shall be borne equally by SCT Purchaser and PurchaserSeller. The Accounting Arbitrator's Such determination of a final allocation by the accounting firm or valuation expert shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final parties without further adjustment and binding on the Parties shall be referred reflected on a revised Schedule 2.5(b). Except as otherwise required by Law or pursuant to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of a “determination” under Section 1060 1313(a) of the Code (or any comparable provision of state, local or foreign Law), Purchaser and Seller agree to act, and to cause their Affiliates to act, in accordance with the Treasury regulations promulgated thereunderallocations contained in Schedule 2.5(b), for all Tax purposes and that neither of them will (or will permit its Affiliates to) take any position inconsistent therewith in any Tax Returns or similar filings (including IRS Form 8594 or any similar form required to be filed under state, local or foreign Law), any refund claim, litigation, audit or otherwise. Purchaser and the Sellers Seller each agree to provide the other party with any additional information reasonably required to complete IRS Form 8594 (or any similar form required to be bound filed under state, local or foreign Law) and with completed copies of such forms. Each party will, subject to confidentiality obligations, provide to the other party a copy of any appraisal obtained by such party in connection with the allocation set forth in the Allocation Schedule for all purposes under this Section 2.5. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of Tax reportingany such appraisal, including the filing such party shall use its commercially reasonable efforts to obtain a waiver of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anysuch confidentiality obligations.

Allocation of Consideration. The Parties intend Buyer and Seller agree that the acquisition sale of the Shares Acquired Assets hereunder is a fully taxable sale for income tax purposes. The Purchase Price shall be allocated among the Acquired Assets and the Purchased Assets covenant not to compete set forth in Section 4.2. Such allocation shall be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been determined made in accordance with Section 2.3(c) or 1060 of the Internal Revenue Code of 1986, as amended (dthe "Code"). No later than 60 days following the Closing Date, Purchaser Buyer shall deliver to SCT Seller a schedule containing a preliminary proposed allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares Purchase Price (and the Purchased Assets, together with the Assumed Liabilities (the all other items properly included in "Allocable Consideration"consideration," as described in Treasury Regulation section 1.1060-1(c)(1)). Within 30 days after receipt of such proposed allocation, Seller shall give Buyer notice of any objections that Seller has to such allocation. If Seller gives Buyer notice of any objections to the proposed allocation, the parties shall meet to endeavor to agree upon an allocation. If Buyer and Seller cannot agree on such an allocation, then the allocation shall be referred to an independent accounting firm mutually agreed to by Buyer and Seller, which shall be directed to resolve the allocation within thirty (30) days after receipt of the Preliminary Allocation Schedulethereafter, SCT and whose decision shall notify Purchaser of any objections that SCT may havebe final, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final binding and binding conclusive on the Partiesparties. If SCT notifies Purchaser of any objectionsBuyer, on the one hand, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notificationSeller, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such periodother hand, the matter shall each be referred responsible for arbitration to the Accounting Arbitrator, one-half of the fees and expenses of which shall be borne equally by SCT and Purchasersuch accounting firm in connection with such determination. The Accounting ArbitratorIf Seller does not object to Buyer's determination of a final allocation shall be final and binding allocation, if the parties agree on the Parties. A Preliminary allocation or if the independent accounting firm decides an allocation (in any such case, an "Allocation"), then Buyer and Seller shall use such Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of filing all required forms under Section 1060 of the Code (or any comparable forms under state or foreign law), and the Treasury regulations promulgated thereunder. Purchaser all other Tax Returns (as defined in Section 2.7(a)), and the Sellers Buyer and Seller further agree to be bound by the allocation set forth that they shall not take any position inconsistent with such Allocation upon any examination of any such Tax Return, in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")any refund claim or in any tax litigation. The Parties agree that the Allocation Schedule shall include an allocation by state where be adjusted as necessary to calculate applicable state sales or transfer taxes applicable reflect any further adjustments to the transactions contemplated hereby, if anyPurchase Price made after the Closing Date.

Allocation of Consideration. The Sagicor Parties intend that and Playa agree to allocate the acquisition of Exchange Consideration among the Shares and Assets for all purposes in accordance with the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after the Closing Working Capital has been allocation determined in accordance with this Section 2.3(c) or (d), Purchaser shall deliver 2.11. Playa may propose such Exchange Consideration allocation to SCT a schedule containing a preliminary allocation the Sagicor Parties following the date hereof (the "Preliminary Allocation Schedule"“Proposed Allocation”). Upon receipt of Playa’s Proposed Allocation, the Sagicor Parties shall have five (5) business days from the date of the consideration paid for the Shares and the Purchased Assetsreceipt thereof to propose an alternative allocation by written notice to Playa, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final reasonable supporting documentation and binding on the Partiesexplanation therefor. If SCT notifies Purchaser of any objectionsno response is received from the Sagicor Parties within such five (5) business day period, the Proposed Allocation shall be deemed agreed to by the Sagicor Parties and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the PartiesPlaya. If SCT the Sagicor Parties propose changes to the Proposed Allocation, the parties shall work together in good faith to finalize the Exchange Consideration allocation within five (5) business days of such written notice. If the Sagicor Parties and Purchaser Playa are unable to resolve their differences disagreements with respect to the Exchange Consideration allocation described herein within five (5) business days after Playa’s receipt of such periodwritten notice from the Sagicor Parties, then Playa may request that Xxxxx Xxxx LaSalle (“JLL”) (acting as expert and not as arbitrators) resolve such dispute (the matter “JLL Determination”). The JLL Determination shall be referred for arbitration binding on both parties and shall constitute the agreed upon Exchange Consideration allocation hereunder. Any costs related to the Accounting Arbitrator, the fees and expenses engagement of which JLL shall be borne equally by SCT the Sagicor Parties and PurchaserPlaya. The Accounting Arbitrator's Upon a determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on Exchange Consideration allocation, in accordance with the Parties shall be referred to as the "Allocation Schedule." The allocation procedures set forth in this Section 2.11, Playa may attached such allocation hereto as Schedule 2.11. After the Allocation Schedule Closing, the parties hereto shall comply with the rules make consistent use of Section 1060 of the Code such allocation determined in accordance herewith, fair market value and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule useful lives for all Tax purposes and in all filings, declarations and reports with any Governmental Authority in respect thereof. In any Proceeding related to the determination of Tax reportingany Tax, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")neither Playa nor any Sagicor Party shall contend or represent that such allocation is not a correct allocation. The Parties agree that the Allocation Schedule terms of this Section 2.11 shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anysurvive Closing.

Allocation of Consideration. The Parties intend that Purchase Price, the acquisition of the Shares Assumed Liabilities, and the Purchased Assets any other items required to be treated as a taxable transaction consideration for U.S. federal income Tax purposes. Within ninety (90) days after purposes will be allocated among the Closing Working Capital has been determined Acquired Assets for all Tax purposes in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section section 1060 of the Code and the Treasury regulations Regulations promulgated thereunderthereunder in a manner consistent with the principles set forth on Schedule 3.3 (the “Allocation Principles”). Within five (5) days of the Closing Date, Purchaser shall provide to Sellers a draft allocation in a manner consistent with the Allocation Principles for Sellers’ review and comment. If Sellers do not provide Purchaser written objections to the draft allocation within five (5) days of receipt, the draft allocation shall be deemed to be agreed upon by the parties. If Sellers propose changes to the draft allocation within such five (5)-day period, Sellers and Purchaser shall negotiate in good faith to amend any aspects of the allocation in dispute; provided, however, that if Sellers and Purchaser are unable to resolve any dispute with respect to the allocation within five (5) days after the date Purchaser received notice of Sellers’ objection, such dispute shall be resolved by the Independent Accountant. The findings of the Independent Accountant shall be final, binding and conclusive on Sellers and Purchaser. The fees and expenses of the Independent Accountant shall be borne equally by Sellers and Purchaser. Purchaser and Sellers shall (a) complete and file IRS Form 8594 with their respective U.S. Federal income Tax Returns consistent with such allocation for the Sellers agree taxable year in which the Closing occurs, and (b) not take any position (and cause their respective Affiliates to not take any position) on any Tax Return, before any Governmental or Regulatory Authority charged with the imposition, assessment or collection of Taxes, or in any judicial proceeding, that is in any manner inconsistent with the terms of such allocation, as finally determined; provided, however, that (i) no party hereto shall be bound by unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such allocation and (ii) the allocation set forth in the Allocation Schedule shall not be binding upon Sellers for all purposes of Tax reportingany plan filed in connection with the Bankruptcy Cases and shall not, including and shall not be interpreted to, have any effect on any distributions to Sellers’ creditors or equityholders. Notwithstanding any other provision of this Agreement, the filing terms and provisions of applicable forms of this Section 3.3 shall survive the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyClosing without limitation.

Allocation of Consideration. The Parties intend that All capitalizable costs and other amounts constituting consideration within the acquisition meaning of, and for the purposes of, Section 1060 of the Shares Code and the Purchased Assets regulations thereunder shall be treated allocated among the Transferred Assets, the non-solicitation obligations contained in Section 8.14 hereto, the non-competition obligations contained in Section 8.15 hereto and any other assets or rights acquired by Purchaser hereunder, as a taxable transaction for Tax purposesapplicable, in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable Laws. Within ninety sixty (9060) calendar days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver to SCT provide Seller with a proposed schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")allocating all such amounts as provided herein. Within thirty (30) days after receipt of the Preliminary The Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution Schedule shall become final and binding on the Partiesparties hereto fifteen (15) calendar days after Purchaser provides such schedule to Seller, unless Seller objects in writing to Purchaser, specifying the basis for its objection and preparing an alternative allocation. If SCT Seller does object, Purchaser and Purchaser are unable Seller shall in good faith attempt to resolve their differences the dispute within fifteen (15) calendar days of receipt by Purchaser of written notice of Seller's objection. Any such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation resolution shall be final and binding on the Partiesparties hereto. A Preliminary Allocation Schedule that becomes Any unresolved disputes shall be promptly submitted to the Reviewing Accountants for determination, which determination shall be final and binding on the Parties parties hereto. Purchaser and Seller will each pay one-half of the fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated by this Section 4.4, including, without limitation, by furnishing such information and access to books, records (including, without limitation, accountants work papers), personnel and properties as may be referred reasonably requested. Each of the parties hereto agrees to as the "Allocation Schedule." The allocation set forth (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule shall comply as finalized and (b) act in accordance with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")tax purposes. The Parties agree that parties hereto will revise the Allocation Schedule shall include an allocation by state where to the extent necessary to calculate applicable state sales reflect any Purchase Price Adjustment, any payment made under Article X hereto or transfer taxes applicable other post-Closing payment made pursuant to or in connection with this Agreement. In the transactions contemplated herebycase of any such payment, if anyPurchaser shall propose a revised Allocation Schedule, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision.

Allocation of Consideration. The Parties intend that In addition to the acquisition allocation of the Shares Purchase Price contemplated by Article II , Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article II , and any other applicable consideration (the “Allocable Amount”) in accordance with the requirements of Section 1060 of the Code (and the Purchased Assets be treated as a taxable transaction regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposespurposes shall be consistent with the allocation of the Purchase Price as contemplated by Article II. Within ninety (90As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f) days after , Seller shall prepare a schedule reflecting the Closing Working Capital has been determined allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") 1060 of the consideration paid for Code. If Seller and Purchaser have not agreed on the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) allocation within 90 calendar days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, date on which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon Final Closing Statement become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able parties pursuant to resolve their differences within fifteen (15Section 2.09(f) days after Purchaser's receipt of SCT's notification, then such resolution Purchaser and Seller shall become final and binding on each have the Parties. If SCT and Purchaser are unable right to resolve their differences within such period, deliver notice to the other party of its intent to refer the matter shall be referred for arbitration resolution to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunderIndependent Accountant. Purchaser and Seller will each deliver to the Sellers agree other and to be bound the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the allocation set forth in Independent Accountant (the Allocation Schedule for all purposes “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of Tax reportingthe transactions, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"Form 8594, in a manner consistent with such Final Allocation). The Parties agree that One-half of all fees, costs and expenses of retaining the Allocation Schedule Independent Accountant shall include an allocation be borne by state where necessary to calculate applicable state sales or transfer taxes applicable to Seller and one-half of such fees, costs and expenses of retaining the transactions contemplated herebyIndependent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employees.

Allocation of Consideration. The Parties intend that the acquisition Seller and Buyer agree to cooperate in good faith to determine reasonable allocation of the Shares and Purchase Price among the Purchased Assets be treated as a taxable transaction for Tax purposesin accordance with Section 1060 of the Code and the Treasury Regulations thereunder. Within On or prior to the date ninety (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser Buyer shall deliver provide to SCT a schedule containing a preliminary the Sellers Representative Buyer’s proposed allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")Purchase Price. Within thirty (30) days after the receipt of such allocation, the Preliminary Allocation ScheduleSellers Representative shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation. The Sellers Representative and Buyer shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, SCT including jointly and properly completing an Internal Revenue Service Form 8594, and any other forms or statements required by the Code, Treasury Regulations or the Internal Revenue Service, together with any and all attachments required to be filled therewith. The Sellers Representative and Buyer shall notify Purchaser of file timely any objections such forms and statements with the Internal Revenue Service. In the event that SCT may have, which notification shall include any proposed modifications. Failure the Seller Representative proposes changes to so notify Purchaser of any objection shall constitute SCT's acceptance the allocation within the thirty-day period described above and the parties have not agreed to the allocation of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences Purchase Price within fifteen sixty (1560) days after Purchaser's the Sellers Representative’s receipt of SCT's notificationBuyer’s proposed allocation, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter any disputed items shall be referred for arbitration to resolved by Xxxxxxxx & Xxxxxxx Incorporated or such other nationally or regionally recognized appraisal firm as agreed by Buyer and the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and PurchaserSellers Representative (“Appraiser”). The Accounting Arbitrator's determination of a final allocation the Appraiser shall be final and binding on upon both parties and Buyer and Sellers shall each bear one-half of the Partiescosts, fees and expenses of the Appraiser relating to the allocation. A Preliminary Allocation Schedule that becomes final and binding on The allocation of the Parties Purchase Price shall be referred revised to as take into account subsequent adjustments to the "Allocation Schedule." The allocation set forth Purchase Price in the Allocation Schedule shall comply with the rules of a manner provided by Section 1060 of the Code and the Treasury regulations promulgated Regulations thereunder. Purchaser The final Purchase Price allocation shall be binding on the Buyer and the Sellers agree for U.S. Tax Reporting purposes, provided that no Party shall be unreasonably impeded in its ability and discretion to be bound by the allocation set forth in the Allocation Schedule for all purposes of negotiate, compromise and/or settle any Tax reportingaudit, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales claim or transfer taxes applicable to the transactions contemplated hereby, if anysimilar proceedings.

Allocation of Consideration. The Parties intend that the acquisition of the Shares Purchase Price and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) days after Assumed Liabilities shall, prior to the Closing Working Capital has been determined Date, be allocated among the Acquired Assets in accordance with Section 2.3(c) or (d)applicable Law, Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assetsincluding but not limited to, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunderRegulation thereunder (and any similar provision of state, local or non-U.S. Laws, as applicable) and the methodologies set forth on Schedule 3.2. Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Seller for review a draft allocation (the “Draft Allocation”). If Seller does not object to such Draft Allocation, such allocation shall become the final allocation (any such final agreed allocation, the “Allocation”) for Tax reporting purposes under applicable Law. If Seller objects to such Draft Allocation, Seller shall deliver to Purchaser a statement setting forth their objections and suggested adjustments (an “Allocation Objections Statement”) within thirty (30) days from the delivery of the Draft Allocation. Purchaser and the Sellers agree agrees to be bound by the allocation consider any objection set forth in the Allocation Schedule for all purposes Objections Statement in good faith. To the extent Purchaser does not accept the objections set forth on the Allocation Objections Statement, the Parties agree to negotiate in good faith to attempt to resolve the associated dispute within twenty (20) days after Seller provides the Allocation Objections Statement to Purchaser. If Purchaser and Seller are unable to reach an agreement within this timeframe, the matters remaining in dispute shall be submitted to an independent expert to be engaged pursuant to an engagement letter among Purchaser, Seller and the independent expert, with the costs of Tax reportingsuch independent expert to be split equally by Purchaser and Seller. Purchaser and Seller shall each request that the independent expert make a final determination as to the disputed items within ten (10) days after such submission, including with the filing independent expert acting as an expert and not as an arbitrator If any matter of applicable forms such dispute is not resolved in this timeframe, Seller on one hand and Purchaser on the other shall be permitted to make such allocation of the Internal Revenue Service Purchase Price and the Assumed Liabilities as they determine appropriate. Neither the Purchaser nor Seller shall take any position ("IRS Forms"). The Parties agree whether in audits, Tax Returns or otherwise) that the is inconsistent with such Allocation Schedule shall include an allocation unless required to do so by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyLaw.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated (a) As promptly as a taxable transaction for Tax purposes. Within ninety possible, but in any event within one hundred twenty (90120) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver will provide to SCT a schedule containing a preliminary allocation Sellers copies of IRS Form 8594 and any required exhibits thereto (the "Preliminary Allocation Schedule"“Asset Acquisition Statement”) with Purchaser’s proposed allocation of the consideration paid for the Shares and the Purchased Assets, Purchase Price (together with any assumed liabilities) with respect to the Assumed Liabilities (assets of Cogenics in a manner consistent with the "Allocable Consideration")provisions of Sections 338 and 1060 and all regulations promulgated thereunder. Within thirty sixty (3060) days after the receipt of such Asset Acquisition Statement, Sellers will propose to Purchaser any changes to such Asset Acquisition Statement (and in the Preliminary Allocation Scheduleevent no such changes are proposed in writing to Purchaser within such time period, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure Sellers will be deemed to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objectionshave agreed to, and SCT accepted, the Asset Acquisition Statement). Purchaser and Purchaser are able Sellers will endeavor in good faith to resolve their any differences with respect to the Asset Acquisition Statement within fifteen (15) days after Purchaser's ’s receipt of SCT's notificationwritten notice of objection from Sellers. If Sellers withholds their consent to the allocation reflected in the Asset Acquisition Statement, then such resolution shall become final and binding Purchaser and Sellers have acted in good faith to resolve any differences with respect to items on the Parties. If SCT Asset Acquisition Statement and Purchaser thereafter are unable to resolve their any differences within such periodthat, in the matter aggregate, are material in relation to the Purchase Price, then any remaining disputed matters will be finally and conclusively determined by a “Big Four” independent accounting firm or, if the disagreement involves valuation, to a nationally recognized appraisal firm mutually satisfactory to the parties (the “Allocation Arbiter”) (but in no event longer than thirty (30) days), which resolution shall be referred for arbitration to the Accounting Arbitrator, the fees binding and expenses of which conclusive upon Purchaser and Sellers without further appeal therefrom. Each party shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 pay 50% of the Code and the Treasury regulations promulgated thereundercosts of resolving any such dispute. Purchaser and Sellers shall, subject to the Sellers agree to be bound by requirements of any applicable Tax law or election, file all Tax Returns and reports consistently with the allocation set forth provided in the Allocation Schedule for all purposes of Tax reportingAsset Acquisition Statement, including or if applicable, the filing of applicable forms determination of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyArbiter.

Allocation of Consideration. The Parties intend that Purchase Price and, to the acquisition of extent required, Assumed Liabilities and relevant transaction costs shall be allocated among the Shares Acquired Assets in accordance with the principles as set forth on Schedule 1.8 hereto, which shall be prepared by Purchaser and mutually agreed to by Purchaser and Seller prior to the Purchased Assets be treated as a taxable transaction for Tax purposesClosing Date (the “Allocation Principles”). Within ninety (90) 60 days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for allocation of the Shares Purchase Price among the Acquired Assets, which schedule shall be based on the Allocation Principles (such schedule, as adjusted if required pursuant to the dispute resolution provisions of this Section 1.8, is referred to as the “Final Allocation”). Seller may dispute any items reflected on the Final Allocation delivered by Purchaser but only on the basis that such items were not prepared in accordance with the Allocation Principles (or arithmetic computational errors); provided, however, that Seller shall notify Purchaser in writing of each disputed item, and specify the amount thereof in dispute and the Purchased Assetsreasons therefor, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) within 30 days after of Seller’s receipt of the Preliminary Final Allocation Scheduleprepared by Purchaser. Purchaser and Seller shall attempt to reconcile their differences and any resolution by them as to any disputed items shall be final, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final binding and binding conclusive on the Partiesparties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser Seller are unable to resolve their differences reach a resolution to such effect of all disputed items within 30 days of receipt of Seller’s written notice of dispute to Purchaser, Purchaser and Seller shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within 30 days after such periodsubmission, determine and report to the matter parties upon such remaining disputed items, and such report shall be referred for arbitration final, binding and conclusive on the parties hereto with respect to the amounts disputed. The Independent Accounting Arbitrator, Firm shall limit the scope of its review to those disputed items from Seller’s notice of dispute that Seller and Purchaser have failed to resolve. The fees and expenses disbursements of which the Independent Accounting Firm shall be borne equally by SCT Purchaser and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunderSeller. Purchaser and the Sellers agree to Seller shall each (i) be bound by the allocation set forth in the Final Allocation Schedule for all purposes of determining any Taxes, (ii) prepare and file its Tax reportingReturns on a basis consistent with the Final Allocation, including and (iii) take no position inconsistent with the filing of Final Allocation on any applicable forms Tax Return or in any action before any Authority or otherwise, except as required by Law. In the event the Final Allocation is disputed by any Authority, the party receiving notice of the Internal Revenue Service ("IRS Forms")dispute shall promptly notify the other party hereto concerning resolution of the dispute. The Parties agree Seller and Purchaser acknowledge that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to Principles and the transactions contemplated hereby, if anyFinal Allocation will be based upon a good faith estimate of fair market values determined at arm’s length.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) 30 days after the Closing Working Capital has been determined determination of the Final Net Asset Value Amount, Purchaser shall prepare and deliver to Seller a schedule allocating the Purchase Price among (a) the assets owned by AWS, (b) the assets owned by EPA and (c) the covenant not to compete set forth in Section 7.9 in accordance with the principles and pro forma sample allocation set forth in Exhibit 3.3 and section 1060 of the Code and the regulations thereunder (the “Allocation Schedule”). With respect to the allocation of the Purchase Price among the assets owned by AWS, the Allocation Schedule shall set forth the allocation of the Purchase Price among (a) each of the AWS Subsidiaries and (b) any other assets owned by AWS. The Parties agree that for purposes of the Allocation Schedule, the value attributable to the UAE Contract will be offset by the Restricted Cash, and to the extent the Restricted Cash is adjusted as provided in Section 2.3(c) or (d3.2(f), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") value of the consideration paid for UAE Contract will be so adjusted to reflect the Shares and the Purchased AssetsRestricted Cash adjustment. If, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) within 30 days after receipt of the Preliminary Allocation Schedule from Purchaser, Seller notifies Purchaser in writing that Seller objects to one or more items reflected on the Allocation Schedule, SCT Seller and Purchaser shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure negotiate in good faith to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Partiesresolve such dispute. If SCT notifies Purchaser of any objections, and SCT Seller and Purchaser are able fail to resolve their differences any such dispute within fifteen (15) 30 days after Purchaser's ’s receipt of SCT's notificationSeller’s notice of objections, then such resolution shall become final and binding on the Parties. If SCT Seller and Purchaser are unable to resolve their differences within such period, shall submit the matter shall be referred dispute for arbitration resolution to the Accounting ArbitratorIndependent Accountant for resolution of the dispute, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation resolution shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final Parties and binding shall be reflected on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in . No Party shall take any position inconsistent with the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree (or any adjustment to be bound such Allocation Schedule, as contemplated by the allocation set forth in the Allocation Schedule next sentence) for all Tax reporting purposes of Tax reporting, (including the filing of applicable forms of the Internal Revenue Service ("on IRS Forms"Form 8594). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable Any adjustment to the transactions contemplated hereby, if anyPurchase Price shall be allocated as provided by Treasury Regulation section 1.1060-1(c).

Allocation of Consideration. The Parties intend that Purchase Price, the acquisition of the Shares Assumed Liabilities, and the Purchased Assets any other items required to be treated as a taxable transaction consideration for U.S. federal income Tax purposes. Within ninety (90) days after purposes will be allocated among the Closing Working Capital has been determined Acquired Assets for all Tax purposes in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section section 1060 of the Code and the Treasury regulations Regulations promulgated thereunderthereunder in a manner consistent with the principles set forth on Schedule 3.3 (the “Allocation Principles”). Within five (5) days of the Closing Date, Purchaser shall provide to Sellers a draft allocation in a manner consistent with the Allocation Principles for Sellers’ review and comment. If Sellers do not provide Purchaser a written objection to the draft allocation within five (5) days of receipt, the draft allocation shall be deemed to be agreed upon by the parties. If Sellers propose changes to the draft allocation within such five (5)-day period, Sellers and Purchaser shall negotiate in good faith to amend any aspects of the allocation in dispute; provided, however, that if Sellers and Purchaser are unable to resolve any dispute with respect to the allocation within five (5) days after the date Purchaser received notice of Sellers’ objection, such dispute shall be resolved by the Independent Accountant. The findings of the Independent Accountant shall be final, binding and conclusive on Sellers and Purchaser. The fees and expenses of the Independent Accountant shall be borne by Purchaser, on the one hand, and Sellers, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Accountant, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and which proportionate allocation shall be conclusively determined by the Independent Accountant. Purchaser and Sellers shall (a) complete and file IRS Form 8594 with their respective U.S. Federal income Tax Returns consistent with such allocation for the Sellers agree taxable year in which the Closing occurs, and (b) not take any position (and cause their respective Affiliates to not take any position) on any Tax Return, before any Governmental or Regulatory Authority charged with the imposition, assessment or collection of Taxes, or in any judicial proceeding, that is in any manner inconsistent with the terms of such allocation, as finally determined; provided, however, that (i) no party hereto shall be bound by unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such allocation and (ii) the allocation set forth in the Allocation Schedule shall not be binding upon Sellers for all purposes of Tax reportingany plan filed in connection with the Bankruptcy Cases and shall not, including and shall not be interpreted to, have any effect on any distributions to Sellers’ creditors or equityholders. Notwithstanding any other provision of this Agreement, the filing terms and provisions of applicable forms of this Section 3.3 shall survive the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyClosing without limitation.

Allocation of Consideration. The Parties intend Seller and Purchaser agree that they shall use, and shall cause their respective Subsidiaries to use, their reasonable best efforts to enter into an agreement (the acquisition "Allocation Agreement") as to the allocation of the Shares Purchase Price (as adjusted pursuant to Article II) and the Purchased Assumed Liabilities among the Acquired Assets be treated as acquired hereunder. Purchaser shall initially prepare a taxable transaction for Tax purposes. Within ninety draft of the Allocation Agreement (90the "Proposed Allocation") and shall submit such Proposed Allocation to Seller within 90 days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date. If, Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) within 60 days after Seller's receipt of the Preliminary Proposed Allocation, Seller shall not have objected in writing to such Proposed Allocation, the Proposed Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final the Allocation Agreement. In the event that Seller objects in writing within such 60 day period and binding on the Parties. If SCT Seller and Purchaser are unable to resolve their differences within such periodreach an agreement, the matter dispute shall be referred to a nationally recognized accounting firm mutually acceptable to Seller and Purchaser (the "Accounting Firm") for arbitration to resolution, and the determination of the Accounting ArbitratorFirm shall be binding upon Seller and Purchaser and their respective Subsidiaries and shall constitute the Allocation Agreement, with Seller and Purchaser each bearing one-half of the costs, fees and expenses of which shall be borne equally by SCT the Accounting Firm. Seller and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final Purchaser agree to act, and binding on to cause their respective Subsidiaries to act, in accordance with the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth allocations contained in the Allocation Schedule Agreement determined pursuant to this Section 9.2. Purchaser shall comply with initially prepare for delivery to Seller a completed set of Internal Revenue Service Form 8594, including all additional information and materials required to be attached to such Form 8594 pursuant to the rules of Treasury Regulations under Section 1060 of the Code Code. Such documents and forms shall be delivered to Seller for review no later than 60 days prior to the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree date any such forms are required to be bound by the allocation set forth in the Allocation Schedule for filed. For all purposes of Tax reportinghereunder, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule any indemnification payments pursuant to Article X shall include be treated as an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable adjustment to the transactions contemplated hereby, if anyPurchase Price.

Allocation of Consideration. The Parties intend that If the purchase of the Management Interests and the MIU Interests are consummated on the Closing Date, Buyer and Seller agree to treat the sale of the Seller Interests pursuant to this Agreement as a transaction described in Situation 1 of Rev. Rul. 99-6, 199-1 C.B. 432 (i.e., as a sale of the Seller Interests by Seller and an acquisition of assets by Buyer) for U.S. federal and applicable state and local income tax purposes, unless otherwise required by a change in Law after the Shares date hereof, a closing agreement with an applicable Tax authority or a final non-appealable judgment of a court of competent jurisdiction. If the purchase of the Management Interests and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within ninety (90) MIU Interests are consummated on the Closing Date, within 60 days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser Buyer shall prepare and deliver to SCT Seller a schedule containing draft of a preliminary statement setting forth a proposed allocation (the "Preliminary Allocation Schedule"“Allocation”) of the consideration paid for the Shares Cash Consideration and the Purchased AssetsStock Consideration (as well as liabilities assumed or deemed assumed for U.S. federal income tax purposes, to the extent relevant) among Seller’s share of the assets of the Company in a manner consistent with Section 1060 of the Code, together with reasonable supporting information and calculations. Seller shall inform Buyer in writing within 45 days after the Assumed Liabilities (receipt of such draft of any objection by Seller to the "Allocable Consideration")Allocation. Within thirty (30) To the extent that any such objection is received, Buyer and Seller shall attempt in good faith to resolve any disputes within 15 days following the receipt of such objection. If Buyer and Seller are unable to reach such agreement within 15 days after receipt by Buyer of such notice, Seller and Buyer shall jointly select and retain a nationally recognized accounting firm that is not the auditor or independent accounting firm of any of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of Parties (the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able “Independent Accountant”) to resolve their differences the disputed items. Any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within fifteen (15) 15 days after Purchaser's receipt of SCT's notificationhaving the item referred to it pursuant to such procedures as it may require. The costs, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which the Independent Accountant shall be borne equally by SCT Buyer and PurchaserSeller. The Accounting Arbitrator's determination Allocation (as determined by agreement of a final allocation the Parties or by the Independent Accountant, as the case may be) shall be final and binding on the Parties, who shall file all Tax Returns in a manner consistent with the Allocation unless otherwise required by a change in Applicable Law occurring after the date of the final determination of the Allocation, a closing agreement with an applicable Tax authority or a final non-appealable judgment of a court of competent jurisdiction. A Preliminary Allocation Schedule that becomes final If the purchase of the Management Interests and binding the MIU Interests are not consummated on the Closing Date, the Parties shall be referred agree to as use the "Allocation Schedule." The allocation mechanics set forth in above to determine the Allocation Schedule shall comply with the rules of Section 1060 value of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule Company’s assets for all purposes of Tax reporting, including the filing of applicable forms applying Sections 743 and 751 of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyCode.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be Closing Payment Amount, plus any other amounts treated as a taxable transaction for amount realized under U.S. federal income Tax purposes. Within ninety law (90) days after including, to the Closing Working Capital has been determined extent so treated, assumed liabilities), shall be allocated in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation the following procedures (the "Preliminary “Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"Statement”). Within thirty (30) days after receipt of the Preliminary The Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall Statement will be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth made in the Allocation Schedule shall comply accordance with the rules of Section 1060 of the Code and Treasury Regulations promulgated thereunder and any analogous provision of foreign, state or local Applicable Law. The Company Group, the Treasury regulations promulgated thereunderSellers and the Buyers agree to file all Tax Returns and make all other necessary filings consistent with the Allocation Statement, unless required otherwise by Applicable Law. Purchaser No later than 45 days after the Closing Date, the Buyers shall prepare and deliver to the Sellers for the Sellers’ review and approval, a draft of the Allocation Statement (the “Draft Allocation Statement”). Within 60 days following the Sellers’ receipt of the Draft Allocation Statement, the Sellers shall provide comments on the Draft Allocation Statement and the Buyers and Sellers agree to discuss such comments in good faith. If, within 60 days after the delivery of the Draft Allocation Statement, the Buyers and the Sellers agree have not agreed on any disputed aspects of the Draft Allocation Statement, any disputed aspects of the Draft Allocation Statement shall be submitted in writing to the Firm which shall resolve such disputes as promptly as possible. The Company Group, the Sellers and the Buyers shall cooperate with each other to enable a Firm (which shall be bound appointed in the manner provided for in Section 1.7, applied mutatis mutandis) to resolve any such dispute, and the costs, expenses and fees of such Firm shall be borne equally by the Sellers, on the one hand, and the Buyers, on the other hand. Following the resolution of any such dispute, the Draft Allocation Statement as modified shall become the Allocation Statement. The Allocation Statement shall be appropriately adjusted to reflect any other payment treated as an adjustment to the Purchase Price hereunder. Neither the Buyers nor the Sellers, nor any of their respective Affiliates, shall take any Tax position on any Tax Return, audit or otherwise that is inconsistent with the allocation set forth in on the Allocation Schedule for all purposes of Tax reportingStatement, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation unless required otherwise by state where necessary to calculate applicable state sales or transfer taxes applicable to the transactions contemplated hereby, if anyApplicable Law.

Allocation of Consideration. The Parties intend that All amounts constituting consideration within the acquisition meaning of, and for the purposes of, Section 1060 of the Shares Code and the Purchased Assets regulations thereunder shall be treated allocated among the assets related to the Business and any other rights acquired by the Buyer hereunder, as a taxable transaction for Tax purposesapplicable, in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable laws. Within ninety sixty (9060) calendar days after the Closing Working Capital has been determined in accordance Date, the Buyer shall provide the Parent with Section 2.3(c) or (d), Purchaser shall deliver to SCT a proposed schedule containing a preliminary allocation (the "Preliminary “Allocation Schedule"”) of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")allocating all such amounts as provided herein. Within thirty (30) days after receipt of the Preliminary The Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution Schedule shall become final and binding on the Partiesparties hereto fifteen (15) calendar days after the Buyer provides such schedule to the Parent, unless the Parent objects in writing to the Buyer, specifying the basis for its objection and preparing an alternative allocation. If SCT the Parent does object, the Parent and Purchaser are unable the Buyer shall in good faith attempt to resolve their differences the dispute within such period, the matter shall be referred for arbitration fifteen (15) calendar days of written notice to the Accounting Arbitrator, Buyer of the fees and expenses of which shall be borne equally by SCT and PurchaserParent’s objection. The Accounting Arbitrator's determination of a final allocation Any such resolution shall be final and binding on the Partiesparties hereto. A Preliminary Allocation Schedule that becomes Any unresolved disputes shall be promptly submitted to KPMG (the “Accounting Arbitrator”) for determination, with such determination being final and binding on the Parties parties hereto. The Parent and the Buyer will each pay one-half of the fees and expenses of the Accounting Arbitrator. The Parent and the Buyer shall cooperate with each other and the Accounting Arbitrator in connection with the matters contemplated by this Section 1.5(b), including, without limitation, by furnishing such information and access to books, records (including, without limitation, accountants work papers), personnel and properties as may be referred reasonably requested. Each of the parties hereto agrees to as the "Allocation Schedule." The allocation set forth (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule shall comply as finalized and (b) act in accordance with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes of Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")tax purposes. The Parties agree that parties hereto will revise the Allocation Schedule shall include an allocation by state where to the extent necessary to calculate applicable state sales reflect any post-Closing payment made pursuant to or transfer taxes applicable in connection with this Agreement. In the case of any payment referred to in the transactions contemplated herebypreceding sentence, if anythe Buyer shall propose a revised Allocation Schedule, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision.

Allocation of Consideration. The Parties intend that the acquisition Crompton and GE recognize their mutual obligations pursuant to Section 1060 of the Shares Code and the Purchased Assets be treated as a taxable transaction for any comparable state, local and foreign Tax purposes. Within ninety laws to timely file IRS Forms 8594 and any comparable state, local or foreign Tax forms (90) days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be collectively referred to as the "Allocation Schedule." The allocation ASSET ACQUISITION STATEMENTS") with respect to the sale of the OSi Business and the SC Business with their respective federal income Tax returns to the extent that the transactions contemplated hereunder are not part of a like-kind exchange as set forth in Section 2.12 of this Agreement. Accordingly, Crompton and GE shall, no later than 120 days after the Allocation Schedule shall comply date of this Agreement, attempt in good faith to agree to the allocation of the total consideration (including the Earn-Out Amount) for the OSi Business and the SC Business among the Transferred OSi Assets and the Transferred SC Assets (other than the Transferred OSi Subsidiary Shares and the assets that were exchanged in a like-kind exchange pursuant to Section 1031 of the Code or in connection therewith) consistent with the rules provisions of Section 1060 of the Code and the Treasury regulations promulgated thereunderRegulations thereunder and any comparable state, local and foreign Tax laws. Purchaser and Such allocation, which shall be consistent with the Sellers agree to be bound by the allocation set forth in the Allocation Schedule for all purposes terms of Tax reportingthis Agreement, including the filing Schedules thereto, shall be in the form set forth on SCHEDULE 5.4 and all Asset Acquisition Statements, including any amended or supplemental Asset Acquisition Statements required to take into account any Earn-Out Payments, shall be filed consistent with SCHEDULE 5.4, as hereafter agreed. If within 120 days after the date of applicable forms of this Agreement SCHEDULE 5.4 has not been agreed by the Internal Revenue Service parties hereto, and the parties have not otherwise agreed upon an allocation with respect to the Asset Acquisition Statements, any disagreement with respect thereto shall be resolved by a mutually agreed-upon nationally recognized valuation firm or arbitrator with no material relationship with either party (the "IRS FormsINDEPENDENT ARBITRATOR"). The Parties agree that resolution of the Allocation Schedule Independent Arbitrator shall include an be binding on all parties without any further adjustment and Crompton and GE shall file the Asset Acquisition Statements in the form reflecting the resolution by the Independent Arbitrator. The costs, expenses and fees of the Independent Arbitrator shall be borne equally by Crompton and GE. Except as otherwise required pursuant to a "determination" under Section 1313(a) of the Code (or any comparable provision of state, local or non-U.S. Law), neither Crompton nor GE shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to reflected in the transactions contemplated hereby, if anyAsset Acquisition Statements.

Allocation of Consideration. The Parties intend that the acquisition of the Shares and the Purchased Assets be treated as a taxable transaction for Tax purposes. Within Not later than ninety (90) days after following the Closing Working Capital has been determined Closing, Buyer shall prepare and deliver to Seller a statement of allocation which shall provide for the allocation of the Consideration, plus the Assumed Liabilities, to the extent properly taken into account pursuant to the provisions of Section 1060 of the Code, among the Purchased Assets and the covenants contained in Article 8 (the “Allocation Schedule”). Such Allocation Schedule shall be prepared in accordance with the provisions of Code Section 2.3(c) or (d), Purchaser shall deliver to SCT a schedule containing a preliminary allocation 1060 and the Treasury Regulations thereunder (the "Preliminary “Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration"Principles”). Within thirty twenty (3020) days after the receipt of the Preliminary such Allocation Schedule, SCT shall notify Purchaser of Seller will propose to Buyer in writing any objections changes to such Allocation Schedule together with reasonable documentation supporting such changes (and in the event that SCT may haveno such changes are proposed in writing to Buyer within such time period, which notification shall include Seller will be deemed to have agreed to, and accepted, the Allocation Schedule as delivered). Buyer and Seller will attempt in good faith to resolve any proposed modifications. Failure differences with respect to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on in accordance with the Parties. If SCT notifies Purchaser of any objectionsAllocation Principles, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's Buyer’s receipt of SCT's notification, then such resolution shall become final and binding on the Partiesa timely written notice of objection from Seller. If SCT Buyer and Purchaser Seller are unable to resolve their such differences within such time period, then any remaining disputed matters will be submitted to the matter Selected Accountants for resolution, in accordance with the Allocation Principles. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Selected Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of such amounts, which report shall be referred for arbitration to the Accounting Arbitrator, the conclusive and binding upon Buyer and Seller. The fees and expenses of which the Selected Accountants in respect of such report shall be borne equally paid one-half by SCT Buyer and Purchaserone-half by Seller. The Accounting Arbitrator's determination of a final allocation Buyer and Seller shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree each file or cause to be bound by filed their Tax Returns for their taxable years that include the Closing Date in a manner consistent with the allocation set forth on the Allocation Schedule as so finalized, and (except as set forth below relating to a revised Allocation Schedule) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the Allocation Schedule for all purposes of Tax reporting, including Schedule. In the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree event that any adjustment is required to be made to the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable as a result of any adjustment to the transactions contemplated herebyConsideration pursuant to this Agreement, if anyBuyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Schedule reflecting such adjustment. Such revised Allocation Schedule shall be subject to review and resolution of timely raised disputes in the same manner as the initial Allocation Schedule. Each of Buyer and Seller shall file or cause to be filed their Tax Returns reflecting such adjustments as so finalized for their taxable years that include the event or events giving rise to such adjustment, and (except as required by future revised Allocation Schedule) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the revised Allocation Schedule.

Allocation of Consideration. The Parties intend that With respect to each trade or business (within the acquisition meaning of the Shares Code Section 1060 and the Purchased treasury regulations promulgated thereunder) acquired under this Agreement, all amounts constituting consideration within the meaning of, and for the purposes of, Code Section 1060 and the treasury regulations thereunder shall be allocated among the Rights and Assets be treated as a taxable transaction for Tax purposesin the manner required by Code Section 1060 and the treasury regulations issued thereunder and all applicable laws. Within ninety one hundred eighty (90180) calendar days after the Closing Working Capital has been determined in accordance with Section 2.3(c) or (d)Date, Purchaser shall deliver to SCT prepare and provide Sellers with a schedule containing a preliminary allocation (the "Preliminary “Allocation Schedule"”) of allocating all such consideration in the consideration paid for manner described by the Shares and the Purchased Assets, together with the Assumed Liabilities (the "Allocable Consideration")preceding sentence. Within Sellers shall have thirty (30) days after following receipt of the Preliminary Allocation Schedule, SCT shall Schedule during which to notify Purchaser of any objections that SCT may havedispute of any item contained therein, which notification notice shall include any proposed modificationsset forth in detail the basis for such dispute. Failure In the event Sellers fail to so notify Purchaser of any objection dispute during such thirty (30)-day period, the Allocation Schedule delivered by Purchaser shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become be final and binding on upon the Partiesparties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able Sellers shall cooperate in good faith to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notificationany such dispute as promptly as possible. Upon such resolution, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter a revised Allocation Schedule shall be referred for arbitration to prepared in accordance with the Accounting Arbitrator, agreement of Purchaser and Sellers and the fees and expenses allocation of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation consideration based thereon shall be final and binding on the Partiesparties. A Preliminary If, however, Pxxxxxxxx and Sellers are unable to resolve any dispute with respect to the Allocation Schedule that becomes within fifteen (15) days of Sellers’ notice of objection, such dispute shall be resolved by an independent valuation firm selected by Pxxxxxxxx (the “Allocation Referee”). In resolving any such dispute, the Allocation Referee shall consider only those items or amounts in the Allocation Schedule as to which the parties have disagreed. The Allocation Referee’s determination of the disputed items and the resulting Allocation Schedule shall be final and binding on the Parties parties to this Agreement. The Allocation Referee shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees and expenses of the Allocation Referee shall be referred to as borne equally by Purchaser and Sellers. Each of the "Allocation Schedule." The allocation set forth parties hereto shall (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and all supplements thereto) in a manner consistent with the final and binding Allocation Schedule shall comply and (b) otherwise act in accordance with the rules of Section 1060 of the Code final and the Treasury regulations promulgated thereunder. Purchaser and the Sellers agree to be bound by the allocation set forth in the binding Allocation Schedule for all purposes of income Tax reporting, including the filing of applicable forms of the Internal Revenue Service ("IRS Forms")purposes. The Parties agree that the Purchaser shall prepare a revised Allocation Schedule shall include an allocation by state where to the extent necessary to calculate applicable state sales reflect any post-Closing payment made pursuant to or transfer taxes applicable in connection with this Agreement, and provide such revised Allocation Schedule to the transactions contemplated herebySellers, if anyas applicable.

Allocation of Consideration. The Parties intend that agree to allocate the acquisition of Closing Cash Amount and any cash payments received by the Shares Seller Parties pursuant to the Seller Note (including any assumed liabilities and the Purchased Assets be any other amounts treated as a taxable transaction consideration for Income Tax purposes. Within ninety (90) days after among the Closing Working Capital has been determined Acquired Assets in accordance with Section 2.3(c) or Annex 2.9 (dthe “Tax Allocation Methodologies”), Purchaser shall deliver to SCT a schedule containing a preliminary allocation (the "Preliminary Allocation Schedule") of the consideration paid for the Shares and the Purchased Assets, together which is consistent with the Assumed Liabilities (the "Allocable Consideration"). Within thirty (30) days after receipt of the Preliminary Allocation Schedule, SCT shall notify Purchaser of any objections that SCT may have, which notification shall include any proposed modifications. Failure to so notify Purchaser of any objection shall constitute SCT's acceptance of the Preliminary Allocation Schedule, which shall thereupon become final and binding on the Parties. If SCT notifies Purchaser of any objections, and SCT and Purchaser are able to resolve their differences within fifteen (15) days after Purchaser's receipt of SCT's notification, then such resolution shall become final and binding on the Parties. If SCT and Purchaser are unable to resolve their differences within such period, the matter shall be referred for arbitration to the Accounting Arbitrator, the fees and expenses of which shall be borne equally by SCT and Purchaser. The Accounting Arbitrator's determination of a final allocation shall be final and binding on the Parties. A Preliminary Allocation Schedule that becomes final and binding on the Parties shall be referred to as the "Allocation Schedule." The allocation set forth in the Allocation Schedule shall comply with the rules of Section 1060 of the Code and the Treasury regulations Regulations promulgated thereunder. Within thirty (30) days following the determination of the post-Closing adjustments in Section 2.8, Purchaser will prepare and deliver to the Seller Parties a draft allocation in respect of each of the Acquired Assets and Assumed Liabilities, with such allocation to be in accordance with the Tax Allocation Methodologies (the “Tax Allocation Schedule”). Purchaser and the Sellers Seller Parties agree to be bound use commercially reasonable efforts to resolve in good faith any differences with respect to the Tax Allocation Schedule. If the Seller Parties do not object to the Tax Allocation Schedule within thirty (30) days following delivery thereof, Purchaser and the Seller Parties agree to (a) prepare and file each of their respective Tax Returns on a basis consistent with such Tax Allocation Schedule (or such Tax Allocation Schedule agreed to by Purchaser and the Seller Parties or determined by the Arbitrating Accountant) and (b) unless otherwise required by Law, take no position inconsistent with such Tax Allocation Schedule (or such Tax Allocation Schedule as agreed to by Purchaser and the Seller Parties or determined by the Arbitrating Accountant) on any applicable Tax Return or in any related Proceeding before any Governmental Authority. If the Seller Parties withhold their consent to the allocation set forth reflected in the Tax Allocation Schedule, and Purchaser and the Seller Parties have acted in good faith to resolve any differences with respect to items on the Tax Allocation Schedule for all purposes of Tax reportingand thereafter are unable to resolve any differences that, including in the filing of applicable forms of the Internal Revenue Service ("IRS Forms"). The Parties agree that the Allocation Schedule shall include an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable aggregate, are material in relation to the transactions contemplated herebypurchase price, if anythen any remaining disputed matters will be finally and conclusively determined by the Arbitrating Accountant. Promptly, but not later than fifteen (15) days after its acceptance of appointment hereunder, the Arbitrating Accountant will determine (based solely on presentations by the Seller Parties and the Purchaser and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of purchase price (together with assumed liabilities), which report shall be conclusive and binding upon the parties.