Common use of Allocation of Consideration Clause in Contracts

Allocation of Consideration. In connection with the Section 338(h)(10) Elections, Holdings and Buyer shall act together in good faith to determine and agree upon: (i) the amount of the "adjusted grossed-up basis" (the "AGUB") of the APC Shares and the shares of each of the Electing Subsidiaries (within the meaning of Treasury Regulations Section 1.338(b)-1(c)) and (ii) the proper allocations (the "Allocations") of the AGUB of the APC Shares among the assets of APC, and the AGUB of the shares of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries, including, without limitation, intangibles, in accordance with the IRC and the Treasury Regulations promulgated thereunder. Unless otherwise agreed by the parties, the AGUB of the APC Shares, allocated to the APC Electing Subsidiaries shall be allocated among the APC Electing Subsidiaries based on their 1998 operating revenue. For this purpose, the operating revenues shall be the sum of commissions, fees and contingent payments less outside brokers' expenses, as reflected on the unaudited consolidated income statements of APC and its Subsidiaries included in the Seller Disclosure Letter. Notwithstanding the foregoing, the calculations of the AGUB and the Allocations which the parties shall agree upon pursuant to this Section shall not include the respective investment banking, legal, accounting and other fees or costs incurred by each of Buyer and Sellers as a result of the transactions contemplated by this Agreement ("Transaction Costs"). Holdings and each APC Electing Subsidiary will calculate the gain or loss, if any, resulting from the Section 338(h)(10) Elections in a manner consistent with the Allocations and the amount of the APC Electing Subsidiary AGUB and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Holdings will be entitled to take into account its Transaction Costs when calculating such gain or loss. Buyer will allocate the AGUB of the APC Shares among the assets of APC and the AGUB of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries in a manner consistent with the Allocations and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Buyer will be entitled to add its Transaction Costs to the AGUB of the APC Shares for purposes of allocating such AGUB among the APC Assets.

Allocation of Consideration. In connection with The Initial Consideration, as adjusted by the other provisions of Article II or Section 338(h)(10) Elections6.12 or 6.13 and any indemnification payments, Holdings and Buyer shall act together in good faith to determine and agree upon: (i) plus the amount of the "adjusted grossed-up basis" Acquired Company Liabilities (the "AGUB") of the APC Shares and the shares of each of the Electing Subsidiaries (within the meaning of Treasury Regulations Section 1.338(b)-1(c“Total Consideration”)) and (ii) the proper allocations (the "Allocations") of the AGUB of the APC Shares among the assets of APC, and the AGUB of the shares of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries, including, without limitation, intangibles, in accordance with the IRC and the Treasury Regulations promulgated thereunder. Unless otherwise agreed by the parties, the AGUB of the APC Shares, allocated to the APC Electing Subsidiaries shall be allocated among the APC Electing Subsidiaries based on their 1998 operating revenue. For this purposeQRI Assets and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the operating revenues “Contributed Assets”) in accordance with Section 1060 of the Code and the Treasury regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall be allocated among the sum Contributed Assets in accordance with the principles of commissions, fees Section 1060 of the Code and contingent payments less outside brokers' expensesthe Treasury Regulations, as reflected on the unaudited consolidated income statements set forth in Exhibit D of APC this Agreement (individually, a “Tax Allocated Value”, and its Subsidiaries included in the Seller Disclosure Letter. Notwithstanding the foregoingcollectively, the calculations “Tax Allocated Values”). Prior to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made in accordance with Section 1060 of the AGUB Code and the Allocations which the parties Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Quicksilver and BreitBurn shall agree upon pursuant to this Section shall not include the respective investment banking, legal, accounting and other fees or costs incurred by each of Buyer and Sellers as a result of report the transactions contemplated by this Agreement ("Transaction Costs"). Holdings and each APC Electing Subsidiary will calculate the gain or loss, if any, resulting from the Section 338(h)(10) Elections in a manner consistent with the Allocations Consideration Allocation, such as reporting of asset values and the amount other items for purposes of the APC Electing Subsidiary AGUB all federal, state, and will local Tax Returns, including without limitation, Internal Revenue Service Form 8594. Quicksilver and BreitBurn shall not take any position in any Tax Return, Tax proceeding or Tax audit that is inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwiseConsideration Allocation, except as otherwise required by any final determination of a proposed adjustment by a taxing authorityLaw; provided, however, that Holdings will neither BreitBurn nor Quicksilver shall be entitled unreasonably impeded in its ability to take into account its Transaction Costs when calculating such gain or loss. Buyer will allocate the AGUB of the APC Shares among the assets of APC and the AGUB of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries in a manner consistent with the Allocations and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in settle any Tax Return audit or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Buyer will be entitled other Action related to add its Transaction Costs to the AGUB of the APC Shares for purposes of allocating such AGUB among the APC AssetsTaxes.

Allocation of Consideration. In connection with the Section 338(h)(10) Elections, Holdings The Purchase Price and Buyer shall act together those Assumed Liabilities and other items included in good faith to determine and agree upon: (i) the amount “consideration” for purposes of the "adjusted grossed-up basis" Code section 1060 (the "AGUB"“Section 1060 Consideration”) of the APC Shares and the shares of each of the Electing Subsidiaries (within the meaning of Treasury Regulations Section 1.338(b)-1(c)) and (ii) the proper allocations (the "Allocations") of the AGUB of the APC Shares among the assets of APC, and the AGUB of the shares of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries, including, without limitation, intangibles, in accordance with the IRC and the Treasury Regulations promulgated thereunder. Unless otherwise agreed by the parties, the AGUB of the APC Shares, allocated to the APC Electing Subsidiaries shall be allocated among the APC Electing Subsidiaries Purchased Assets based on their 1998 operating revenuefair market values, in compliance with Code section 1060 and the Treasury Regulations thereunder, in accordance with this Section 1.5 (such allocation, the “Allocation”). For this purposepurposes of calculating the Section 1060 Consideration, the operating revenues shall be the sum of commissions, fees and contingent payments less outside brokers' expensesamounts, as reflected on of the unaudited consolidated income statements Closing Date, of APC the accounts payable, accrued expenses and its Subsidiaries other liabilities included in the Seller Disclosure LetterAssumed Liabilities shall equal the amounts thereof shown on the Final Post-Closing Net Working Capital Statement. Notwithstanding For purposes of the foregoingAllocation, the calculations parties agree that, as of the AGUB Closing Date: (a) the aggregate fair market value of the Company’s property, plant and equipment is $250,000; (b) the Allocations which aggregate fair market value of the parties items included in the Company’s Net Working Capital shall agree upon equal the aggregate amount thereof shown on the Final Post-Closing Net Working Capital Statement; and (c) the remainder of the Purchase Price shall be allocated to goodwill. As soon as reasonably practicable after determination of the Final Post-Closing Net Working Capital Statement pursuant to this Section 1.10(c), the Purchaser shall not prepare and deliver to the Company a proposed Allocation (the “Draft Allocation”). The Company may notify the Purchaser in writing of any objections to the Draft Allocation within fifteen (15) days after receipt thereof, which notice shall include the respective investment banking, legal, accounting and other fees or costs incurred by each of Buyer and Sellers as a result reasonable detail of the transactions contemplated by this Agreement ("Transaction Costs"). Holdings and nature of each APC Electing Subsidiary will calculate the gain or loss, if any, resulting from the Section 338(h)(10) Elections in a manner consistent with the Allocations and the amount of the APC Electing Subsidiary AGUB and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authoritydisputed item; provided, however, that Holdings will be entitled the basis for dispute shall not include any objection to take into account its Transaction Costs when calculating such gain or loss. Buyer will allocate the AGUB methodology used to calculate the Section 1060 Consideration and the fair market values of the APC Shares among Company’s property, plant and equipment and items included in the assets Company’s Current Assets, as described above. If the Company does not provide such notice within such fifteen (15) day period, the Draft Allocation shall conclusively be deemed the “Final Allocation”, which shall be final and binding upon all parties hereto and shall not be subject to dispute or review. If the Company provides such notice within such fifteen (15) day period to the Draft Allocation, then for a period of APC up to fifteen (15) days after the Purchaser’s receipt of the objection notice, the Purchaser and the AGUB Company shall use good faith commercially reasonable efforts to resolve any dispute, and if all disputed items are so resolved, the Draft Allocation shall be revised to reflect such resolution and shall become the Final Allocation. If the parties are unable to resolve all disputed items within such fifteen (15) day period, they shall submit only those disputed items that have not been resolved by the parties to the Independent Accountants (as defined below) for resolution. The Independent Accountants’ determination as to each disputed item shall be final and binding upon all parties hereto, and the Draft Allocation shall be revised in accordance with the Independent Accountants’ determination and shall become the Final Allocation. The fees and expenses of the APC Electing Subsidiaries among Independent Accountants in performing their determination under this Section 1.5 shall be borne one-half (1/2) by the assets Purchaser and one-half (1/2) by the Company and the Stockholders, jointly and severally. Within fifteen (15) days after the Draft Allocation becomes the Final Allocation, the Purchaser shall prepare and deliver to the Company IRS Form 8594 and any required exhibits thereto, and any similar forms required under applicable state, local or foreign Tax Law, which shall conform with the Final Allocation, and both the Company and the Purchaser shall timely file: (a) such Form 8594 with the IRS in accordance with the requirements of Code section 1060; and (b) such other forms with the applicable Governmental Entity in accordance with the requirements of the APC Electing Subsidiaries applicable Tax Law. Any subsequent adjustment to the consideration paid for the Purchased Assets, including any adjustment to the Purchase Price described in a manner Section 1.10 or Section 7.11, shall be reflected in an amended Final Allocation and amended Form 8594 (and amended applicable state, local or foreign forms) that the Purchaser shall prepare and deliver to the Company. The Company, the Stockholders and the Purchaser shall, and shall cause their respective Affiliates to, report, act and file Tax Returns in all respects and for all purposes consistent with the Allocations Final Allocation. The Company, the Stockholders and will the Purchasers shall not, and shall cause their respective Affiliates not to, take any position position, whether on audit, in Tax Returns or otherwise, that is inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise Final Allocation unless required to do so by any final determination of a proposed adjustment by a taxing authority; provided, however, that Buyer will be entitled to add its Transaction Costs to the AGUB of the APC Shares for purposes of allocating such AGUB among the APC Assetsapplicable Law.

Allocation of Consideration. In connection with the Section 338(h)(10) Elections, Holdings Coast and Buyer Xxxxxx'x shall act together endeavor in good faith to determine and agree upon: (i) on the amount allocation of the "adjusted grossed-up basis" consideration for the Transaction (as determined for federal income tax purposes, including any assumed liabilities that are required to be treated as part of the consideration for federal income tax purposes) among the Barbary Coast Acquired Assets (and any other assets that are considered to be acquired for federal income tax purposes) on or prior to the Closing Date in accordance with Section 1060 of the Code and the Treasury Regulations thereunder and applicable Nevada Law (the "AGUBConsideration Allocation"). If Xxxxxx'x and Coast have not agreed on the Consideration Allocation by the Closing Date, Xxxxxx'x and Coast shall endeavor in good faith to resolve such disagreement as promptly as practicable following the Closing Date. If Xxxxxx'x and Coast are unable to resolve such disagreement within sixty (60) days following the Closing Date, then any disputed matter(s) will be finally and conclusively resolved by an independent accounting firm of the APC Shares recognized national standing with no existing relationship with either party that is mutually selected by Xxxxxx'x and the shares of each of the Electing Subsidiaries (within the meaning of Treasury Regulations Section 1.338(b)-1(c)) and (ii) the proper allocations Coast (the "AllocationsAuditor") as promptly as practicable, and such resolution(s) will be reflected in the Consideration Allocation. The fees and expenses of the AGUB Auditor shall be borne equally by Xxxxxx'x and Coast. Xxxxxx'x and Coast agree to (x) be bound by the Consideration Allocation, (y) act in accordance with the Consideration Allocation in the filing of the APC Shares among the assets of APC, and the AGUB of the shares of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries, all tax returns (including, without limitation, intangibles, in accordance filing IRS Form 8594 (and any supplemental or amended Form 8594) with their United States federal income tax return for the IRC taxable year that includes the Closing Date) and the Treasury Regulations promulgated thereunder. Unless otherwise agreed by the parties, the AGUB of the APC Shares, allocated to the APC Electing Subsidiaries shall be allocated among the APC Electing Subsidiaries based on their 1998 operating revenue. For this purpose, the operating revenues shall be the sum of commissions, fees and contingent payments less outside brokers' expenses, as reflected on the unaudited consolidated income statements of APC and its Subsidiaries included in the Seller Disclosure Letter. Notwithstanding the foregoingcourse of any tax audit, the calculations of the AGUB tax review or tax litigation relating thereto, and the Allocations which the parties shall agree upon pursuant (z) take no position and cause its Affiliates to this Section shall not include the respective investment banking, legal, accounting and other fees or costs incurred by each of Buyer and Sellers as a result of the transactions contemplated by this Agreement ("Transaction Costs"). Holdings and each APC Electing Subsidiary will calculate the gain or loss, if any, resulting from the Section 338(h)(10) Elections in a manner consistent with the Allocations and the amount of the APC Electing Subsidiary AGUB and will not take any no position inconsistent with the Consideration Allocation for tax purposes, unless otherwise required pursuant to a "determination" within the meaning of Section 338(h)(101313(a) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Holdings will be entitled to take into account its Transaction Costs when calculating such gain or lossCode. Buyer will allocate the AGUB of the APC Shares among the assets of APC and the AGUB of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries in a manner consistent with the Allocations and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Buyer will be entitled to add its Transaction Costs Notwithstanding anything herein to the AGUB of the APC Shares contrary, for purposes of allocating such AGUB among preparing the APC AssetsConsideration Allocation, Coast and Xxxxxx'x agree that no value will be allocated to any Section 197 intangibles in connection with the exchange of the Barbary Coast property (or the exchange of the Coast SPE Ownership Interests, as applicable).

Allocation of Consideration. In connection with The Buyer and the Section 338(h)(10) Elections, Holdings and Buyer Sellers shall act together in good faith use Commercially Reasonable Efforts to determine and agree upon: upon an allocation among the Acquired Assets (i) the amount of the "adjusted grossed-up basis" (the "AGUB"other than Nuclear Fuel) of the APC Shares sum of the Facility Purchase Price and the shares of each Assumed Liabilities consistent with Section 1060 of the Electing Subsidiaries (within the meaning of Treasury Regulations Section 1.338(b)-1(c)) and (ii) the proper allocations (the "Allocations") of the AGUB of the APC Shares among the assets of APC, and the AGUB of the shares of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries, including, without limitation, intangibles, in accordance with the IRC Code and the Treasury Regulations promulgated thereunderthereunder within one hundred and twenty (120) days of the Effective Date (or such later date as the Parties may mutually agree) but in no event fewer than thirty (30) days prior to the Initial Closing Date. Unless otherwise agreed The Buyer and the Sellers may obtain the services of an independent engineer or appraiser (the "Independent Appraiser") to assist in determining the fair value of the Acquired Assets solely for purposes of such allocation under this Section 2.8. If such an appraisal is made, the Buyer and the Sellers agree to accept the Independent Appraiser's determination of the fair value of the Acquired Assets. The cost of the appraisal shall be borne equally by the partiesBuyer and the Sellers. To the extent such filings are required, the AGUB of Buyer and the APC SharesSellers agree to file IRS Form 8594 and all federal, allocated state, local and foreign Tax Returns in accordance with such agreed allocation. Except to the APC Electing Subsidiaries shall be allocated among the APC Electing Subsidiaries based on their 1998 operating revenue. For this purposeextent required to comply with audit determinations by any Governmental Authority with jurisdiction over a Party, the operating revenues shall be the sum of commissions, fees and contingent payments less outside brokers' expenses, as reflected on the unaudited consolidated income statements of APC and its Subsidiaries included in the Seller Disclosure Letter. Notwithstanding the foregoing, the calculations of the AGUB Buyer and the Allocations which the parties Sellers shall agree upon pursuant to this Section shall not include the respective investment banking, legal, accounting and other fees or costs incurred by each of Buyer and Sellers as a result of report the transactions contemplated by this Agreement ("Transaction Costs"). Holdings and each APC Electing Subsidiary will calculate the gain or loss, if any, resulting from the Section 338(h)(10) Elections Related Agreements for all required federal Income Tax and all other Tax purposes in a manner consistent with the Allocations allocation determined pursuant to this Section 2.8. The Buyer and the amount Sellers agree to provide each other promptly with any other information required to complete IRS Form 8594. The Buyer and the Sellers shall notify and provide each other with reasonable assistance in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the APC Electing Subsidiary AGUB Facility Purchase Price. The Buyer and will not take any position inconsistent with the Section 338(h)(10) Elections, Sellers shall treat the Allocations transaction contemplated by this Agreement as the acquisition by the Buyer of a trade or the amount business for United States federal income tax purposes and agree that no portion of the AGUB consideration therefor shall be treated in any Tax Return whole or otherwise, except in part as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Holdings will be entitled to take into account its Transaction Costs when calculating such gain the payment for services or loss. Buyer will allocate the AGUB of the APC Shares among the assets of APC and the AGUB of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries in a manner consistent with the Allocations and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Buyer will be entitled to add its Transaction Costs to the AGUB of the APC Shares for purposes of allocating such AGUB among the APC Assetsfuture services.

Allocation of Consideration. In Buyer and Seller shall cooperate with each other in the preparation of an allocation of the Aggregate Purchase Price (including the Assumed Liabilities to the extent properly taken into account under the Code and the Treasury regulations promulgated thereunder) among the Purchased Assets, and use their Best Efforts to complete such allocation (the “Allocation”) in a manner mutually acceptable to the parties prior to the Closing or by such earlier date as may be required or requested by the SEC in connection with the Section 338(h)(10) Electionspreparation of the Proxy Statement, Holdings which Allocation shall be binding upon Buyer and Seller. In the event that Buyer and Seller are unable to agree upon the Allocation during the period specified above, such disagreement shall act together in good faith be submitted to determine and agree upon: an Arbitrator for resolution either (i) after the amount Closing or (ii) to the extent completion of the "adjusted grossed-up basis" (Allocation is required or requested by the "AGUB") SEC in connection with the preparation of the APC Shares Proxy Statement, as promptly as practicable and, in any event, prior to the filing or mailing of the Proxy Statement. In rendering its decision, the Arbitrator shall take into account the relevant sections of the Code, and the shares rules and regulations promulgated thereunder, and the relative fair market value of each of the Electing Subsidiaries Purchased Assets. Not later than thirty (30) days prior to the filing of their respective Forms 8594 related to the Transactions, each of Buyer and Seller shall deliver to the other a copy of its Form 8594. Each of Buyer and Seller agrees to (i) be bound by the Allocation, (ii) act in accordance with the Allocation in the preparation of all financial statements and the filing of all Tax Returns (including without limitation filing Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation related thereto, and (iii) take no position and cause or permit their respective Affiliates to take no position inconsistent with the Allocation for income Tax purposes, including United States federal and state income Tax, and foreign income Tax, unless otherwise required pursuant to a “determination” within the meaning of Treasury Regulations Section 1.338(b)-1(c)) and (ii) the proper allocations (the "Allocations"1313(a) of the AGUB Code. In the event that the Allocation is disputed by any Governmental Entity, the party receiving notice of the APC Shares among the assets of APC, such dispute shall promptly notify and the AGUB of the shares of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries, including, without limitation, intangibles, in accordance consult with the IRC other party and keep the Treasury Regulations promulgated thereunder. Unless otherwise agreed by the parties, the AGUB other party apprised of the APC Shares, allocated to the APC Electing Subsidiaries shall be allocated among the APC Electing Subsidiaries based on their 1998 operating revenue. For this purpose, the operating revenues shall be the sum material developments concerning resolution of commissions, fees and contingent payments less outside brokers' expenses, as reflected on the unaudited consolidated income statements of APC and its Subsidiaries included in the Seller Disclosure Letter. Notwithstanding the foregoing, the calculations of the AGUB and the Allocations which the parties shall agree upon pursuant to this Section shall not include the respective investment banking, legal, accounting and other fees or costs incurred by each of Buyer and Sellers as a result of the transactions contemplated by this Agreement ("Transaction Costs"). Holdings and each APC Electing Subsidiary will calculate the gain or loss, if any, resulting from the Section 338(h)(10) Elections in a manner consistent with the Allocations and the amount of the APC Electing Subsidiary AGUB and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Holdings will be entitled to take into account its Transaction Costs when calculating such gain or loss. Buyer will allocate the AGUB of the APC Shares among the assets of APC and the AGUB of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries in a manner consistent with the Allocations and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Buyer will be entitled to add its Transaction Costs to the AGUB of the APC Shares for purposes of allocating such AGUB among the APC Assetsdispute.

Allocation of Consideration. In The Parties agree to allocate the Closing Cash Consideration Amount, the Final Cash Consideration Amount, the Contingent Payment and other consideration payable hereunder (as possibly adjusted pursuant to Section 2.10 with respect to the Principal Closing) and Assumed Obligations among the Purchased Assets as set forth on SCHEDULE 2.11. If the aggregate consideration paid by Purchaser to the Sellers under this Agreement is more or less than the value ascribed to the Purchased Assets as set forth on SCHEDULE 2.11, the difference shall ratably increase or decrease all of the amounts set forth under the heading "Class VII Assets" on SCHEDULE 2.11 and SCHEDULE 2.11 shall be deemed to reflect such adjustment. The allocation of the Purchase Price and Assumed Obligations set forth on SCHEDULE 2.11 is intended to comply with the requirements of Section 1060 of the Code as well as similar provisions of applicable state and non-U.S. law. The Parties covenant and agree that (i) such allocation was determined in an arm's length negotiation among unaffiliated Persons, and none of the Parties shall take a position on any Tax Return (including IRS Form 8594), before any Tax Authority or in any judicial proceeding that is in any way inconsistent with such allocation without the written consent of the other parties to this Agreement or unless specifically required pursuant to a determination by an applicable Tax Authority; (ii) they shall cooperate with each other in connection with the Section 338(h)(10) Electionspreparation, Holdings execution and Buyer shall act together in good faith filing of all Tax Returns related to determine and agree upon: (i) the amount of the "adjusted grossed-up basis" (the "AGUB") of the APC Shares and the shares of each of the Electing Subsidiaries (within the meaning of Treasury Regulations Section 1.338(b)-1(c)) such allocation; and (iiiii) they shall promptly advise each other regarding the proper allocations (the "Allocations") existence of the AGUB of the APC Shares among the assets of APCany tax audit, and the AGUB of the shares of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries, including, without limitation, intangibles, in accordance with the IRC and the Treasury Regulations promulgated thereunder. Unless otherwise agreed by the parties, the AGUB of the APC Shares, allocated controversy or litigation related to the APC Electing Subsidiaries shall be allocated among the APC Electing Subsidiaries based on their 1998 operating revenue. For this purpose, the operating revenues shall be the sum of commissions, fees and contingent payments less outside brokers' expenses, as reflected on the unaudited consolidated income statements of APC and its Subsidiaries included in the Seller Disclosure Letter. Notwithstanding the foregoing, the calculations of the AGUB and the Allocations which the parties shall agree upon pursuant to this Section shall not include the respective investment banking, legal, accounting and other fees or costs incurred by each of Buyer and Sellers as a result of the transactions contemplated by this Agreement ("Transaction Costs"). Holdings and each APC Electing Subsidiary will calculate the gain or loss, if any, resulting from the Section 338(h)(10) Elections in a manner consistent with the Allocations and the amount of the APC Electing Subsidiary AGUB and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Holdings will be entitled to take into account its Transaction Costs when calculating such gain or loss. Buyer will allocate the AGUB of the APC Shares among the assets of APC and the AGUB of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries in a manner consistent with the Allocations and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Buyer will be entitled to add its Transaction Costs to the AGUB of the APC Shares for purposes of allocating such AGUB among the APC Assetsallocation.

Allocation of Consideration. In connection Viacom and Livewire shall endeavor to agree as soon as practicable but in any event no later than 30 days after the Statement of Working Capital has been agreed by the parties, on an allocation of the Adjusted Purchase Price and the Assumed Liabilities (together, the "CONSIDERATION") among the Acquired Assets and the Ancillary Agreements, in the manner required by Section 1060 of the Code and the Treasury regulations thereunder (the "ALLOCATION"). Viacom and each Purchaser agree that the Consideration allocated to the WEAPH Shares shall not exceed the aggregate of US$25 million plus the amount of indebtedness of the Singapore Companies assumed or retired by any Purchaser at Closing but shall not be less than US$20 million and that the Consideration shall be allocated among the Acquired Assets, the Assumed Liabilities and the Ancillary Agreements consistent with the agreed-upon Allocation and Viacom and each other applicable Seller and each Purchaser further agree to file all Tax Returns and related forms (including without limitation Form 8594) in accordance with the Allocation and shall not make any inconsistent written statement or take any inconsistent position on any Tax Return, in any refund claim, or during the course of any Internal Revenue Service or other Tax audit. Each party shall notify the other party if it receives notice that the Internal Revenue Service proposes any adjustment to the Allocation. Notwithstanding the foregoing provisions of this Section 338(h)(10) Elections2.11, Holdings if Viacom and Buyer Livewire are unable to agree on an allocation of the Consideration within 30 days after the Statement of Working Capital has been agreed by the parties, each shall act together in good faith be permitted to determine allocate the Consideration among the Acquired Assets, the Assumed Liabilities and agree upon: the Ancillary Agreements, and to take any related actions and positions, as it deems appropriate; PROVIDED, HOWEVER, that (i) the amount such purchase price allocations shall be in accordance with Section 1060 of the "adjusted grossed-up basis" (the "AGUB") of the APC Shares Code and the shares applicable Treasury regulations (and any comparable provisions of each of the Electing Subsidiaries (within the meaning of Treasury Regulations Section 1.338(b)-1(c)foreign Tax law) and (ii) Viacom and its Affiliates or Livewire and its Affiliates (as the proper allocations (the "Allocations"case may be) of the AGUB of the APC Shares among the assets of APCshall be bound by, and the AGUB of the shares of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries, including, without limitation, intangibles, in accordance with the IRC and the Treasury Regulations promulgated thereunder. Unless otherwise agreed by the parties, the AGUB of the APC Shares, allocated to the APC Electing Subsidiaries shall be allocated among the APC Electing Subsidiaries based on their 1998 operating revenue. For this purpose, the operating revenues shall be the sum of commissions, fees and contingent payments less outside brokers' expenses, as reflected on the unaudited consolidated income statements of APC and its Subsidiaries included in the Seller Disclosure Letter. Notwithstanding the foregoing, the calculations of the AGUB and the Allocations which the parties shall agree upon pursuant to this Section shall not include the respective investment banking, legal, accounting and other fees or costs incurred by each of Buyer and Sellers as a result of the transactions contemplated by this Agreement ("Transaction Costs"). Holdings and each APC Electing Subsidiary will calculate the gain or loss, if any, resulting from the Section 338(h)(10) Elections in a manner consistent with the Allocations and the amount of the APC Electing Subsidiary AGUB and will not take any position Tax reporting positions inconsistent with the Section 338(h)(10) Electionswith, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Holdings will be entitled to take into account its Transaction Costs when calculating such gain or loss. Buyer will allocate the AGUB of the APC Shares among the assets of APC and the AGUB of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries in a manner consistent with the Allocations and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return or otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Buyer will be entitled to add its Transaction Costs to the AGUB of the APC Shares for purposes of allocating such AGUB among the APC Assetstheir respective allocations.