Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. (a) At least twenty (20) Business Days prior to the Closing, the Seller and the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) (the “Initial Allocation Schedule”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any adjustment to the Initial Cash Consideration in accordance with this Agreement. Prior to Closing and consistently with Schedule 2.7(a), the Seller and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 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 allocations contained in the Closing Allocation Schedule, 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. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be 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 under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligations.

Allocation of Purchase Price. Within ninety (90) days after the Closing Date, (a) At least twenty Apollo shall deliver to ReShape a draft allocation of the purchase price as determined for U.S. federal income Tax purposes (20including the Assumed Lap-Band Liabilities and any other relevant items) Business Days prior to the Closing, the Seller and the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Apollo Lap-Band Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) (the “Initial Allocation ScheduleDraft Lap-Band Allocation”), and (b) ReShape shall deliver to Apollo a draft allocation of the purchase price as determined for U.S. federal income Tax purposes (including the Assumed Reshape IGB Liabilities and any other relevant items) among the ReShape IGB Assets (the “Draft ReShape IGB Allocation,” and together with the Draft Lap-Band Allocation, the “Draft Allocations”). The cash amounts allocated on Schedule 2.7(a) shall not Draft Allocations will be adjusted after the date thereof, except to take into account any adjustment to the Initial Cash Consideration prepared in accordance with this AgreementSection 1060 of the Code and the Treasury Regulations thereunder. Prior If (i) ReShape does not object to Closing and consistently with Schedule 2.7(a)the Draft Lap-Band Allocation, or (ii) Apollo does not object to the Draft ReShape IGB Allocation, in either case, within thirty (30) days of receipt thereof, the Seller applicable Draft Allocation shall become final and binding on the Purchaser parties. If either Apollo or ReShape, as applicable, timely objects to the applicable Draft Allocation, then the parties shall negotiate in good faith agree how to allocate the Initial Consideration resolve promptly any such objection. If Apollo and ReShape are unable to reach a resolution with respect to any aspect of either Draft Allocation within fifteen (taking into account Assumed Liabilities 15) days of a timely objection to the extent they are included in the amount realized for income tax purposes) among the Shares applicable Draft Allocation, either Apollo or ReShape may demand that any disputed items be referred to an independent accounting firm of national reputation that is mutually acceptable to Apollo and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), and such agreement shall be set forth on a schedule to be delivered at or prior to Closing ReShape (the “Closing Allocation ScheduleAccounting Firm”) to finally resolve such disputed item(s). The Purchaser shall initially propose Promptly, but not later than thirty (30) days after such disputed items are submitted to it for resolution hereunder, the content Accounting Firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Closing Allocation Schedule and if the Purchaser does sosuch amounts, such proposal which report shall be subject conclusive and binding upon the parties. The Draft Allocations, as amended to the Seller’s review reflect any agreement among Apollo and reasonable objectionReShape, to be resolved by good-faith negotiations between the Purchaser and the Seller. resolution of any disputed items by the Accounting Firm, shall be referred to herein as the “Final Allocation.” Except as otherwise required by Law or pursuant to a “determination” under Section 1313(a) 1313 of the Code (or any comparable provision of state, state or local or foreign Law), Purchaser and Seller agree to actneither Apollo nor ReShape shall take, and to cause nor permit their Affiliates to acttake, in accordance any Tax position which is inconsistent with the allocations contained in the Closing Allocation ScheduleFinal Allocation, for all Tax purposes and that neither of them each party will (or will permit file 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. The Purchaser and 8594) consistently with the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be filed under state, local or foreign Law) and with completed copies of such formsFinal Allocation. Each party willshall notify the other parties if it receives notice that any Governmental Body proposes any allocation different than the Final Allocation. Any post-Closing payments of the Cash Purchase Price payable under Section 2.5(a)(i) shall be allocated in a manner consistent with the Final Allocation, subject and except as may otherwise be required by applicable Law, any amounts paid to confidentiality obligations, provide a ReShape Indemnitee or Apollo Indemnitee under Section 9 shall be treated as an adjustment to the other party a copy purchase price of any appraisal obtained the relevant Acquired Assets (including by such party in connection with the allocation under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligationsParties on their respective Tax Returns) for Tax purposes and allocated as provided by Treasury Regulation § 1.1060-1(c).

Allocation of Purchase Price. On or before a date that is five (a) At least twenty (205) Business Days after the date hereof, Purchaser shall deliver to Sellers a proposed allocation of the unadjusted Purchase Price among the Assets, prepared in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (and any similar provision of state or local law, as appropriate). Thereafter, prior to the Closing, the Seller and Parties shall reasonably cooperate to agree upon the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Assets on the other hand, and to set final schedule setting forth such allocation on a Schedule 2.7(a) (as finalized, the “Initial Allocation Schedule”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except If Purchaser and Sellers are unable to take into account resolve any adjustment dispute as to the Initial Cash Consideration Allocation Schedule, such dispute shall be resolved promptly in accordance with the manner provided for disputes as to Purchase Price adjustments under Section 12.3(c). The “Allocated Value” for any Asset equals the portion of the unadjusted Purchase Price allocated to such Asset on the Allocation Schedule, as adjusted in the manner contemplated in Section 12.2. Any adjustments to the Purchase Price allocable to the Assets other than the adjustments provided for in Sections 5.5, 5.6 and 5.7 shall be applied on a pro-rata basis to the amounts set forth on the Allocation Schedule for all Assets. After all such adjustments are made, any adjustments to the Purchase Price pursuant to Sections 5.5, 5.6 and 5.7 shall be applied to the amounts set forth in the Allocation Schedule for the particular affected Assets. The Parties have accepted such Allocated Values (as adjusted in the manner contemplated above in this Agreement. Prior to Closing and consistently with Schedule 2.7(a), the Seller Section 3.2) for purposes of this Agreement and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities transactions contemplated hereby, but otherwise make no representation or warranty as to the extent accuracy of such values. Sellers and Purchaser agree (a) that the Allocated Values shall be used by the Sellers and Purchaser as the basis for reporting asset values and other items for purposes of all federal, state, and local tax returns, including without limitation Internal Revenue Service Form 8594, and (b) that neither they are nor their Affiliates will take positions inconsistent with the Allocated Values in notices to government authorities or in audit or other proceedings with respect to taxes. Sellers and Purchaser further agree that the portion of Allocated Values included in the amount realized for income tax purposes) among Allocation Schedule attributable to tangible personal property shall equal the Shares and the Purchased Assets consistent with the principles set forth fair value of such property on Schedule 2.7(a), and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 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 allocations contained in the Closing Allocation Schedule, 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. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be 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 under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligationsDate.

Allocation of Purchase Price. For federal income Tax and applicable state and local Tax purposes, Buyer and Parent hereby agree to treat (aand to cause their respective Affiliates to treat) At least twenty (20) Business Days prior the purchase and sale of the Membership Interests pursuant to the Closing, the Seller and the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and this Agreement as a sale of the Purchased Assets on held by ES, RE and, if the transaction structure is modified pursuant to Section 8.23 to involve the direct sale of the STLH Equity Interests to Buyer, STLH. No more than ninety (90) days after the Determination Date, Buyer shall prepare and deliver to Sellers a written statement setting forth (i) the allocation of the purchase price (as determined for federal income Tax purposes, taking into account any additional amounts payable pursuant to Section 3.2) among the Target Stock and the Membership Interests, (ii) the allocation of the purchase price from clause (i) allocated to the Membership Interests, plus any assumed liabilities of ES, RE and, if the transaction structure is modified pursuant to Section 8.23 to involve the direct sale of the STLH Equity Interests to Buyer, STLH that are required to be treated as part of the purchase price for federal income Tax purposes to the Purchased Assets (and any other handassets that are considered to be acquired for federal income Tax purposes) held by ES, RE and, if the transaction structure is modified pursuant to Section 8.23 to involve the direct sale of the STLH Equity Interests to Buyer, STLH in accordance with Section 1060 of the Code and the Treasury Regulations thereunder and (iii) the allocation of the purchase price from clause (i) allocated to set forth such allocation the Target Stock, plus any assumed liabilities of Target that are required to be treated as part of the purchase price for federal income Tax purposes to the Purchased Assets (and any other assets that are considered to be acquired for federal income Tax purposes) held by Target in accordance with Section 338(h)(10) (and, on a Schedule 2.7(aprotective basis, Section 336(e)) of the Code and the Treasury Regulations thereunder (the “Initial Allocation SchedulePurchase Price Allocation”). The cash amounts allocated Buyer and Sellers shall negotiate in good faith to agree on Schedule 2.7(athe Purchase Price Allocation. If Buyer and Sellers have not agreed on the Purchase Price Allocation within sixty (60) shall not days following the Determination Date, then any disputed matter(s) will be adjusted after finally and conclusively resolved by a mutually agreed upon national accounting firm (the date thereof, except to take into account any adjustment to the Initial Cash Consideration “Tax Arbiter”) in accordance with this Agreement. Prior to Closing , as promptly as practicable, and consistently with Schedule 2.7(a)such resolution(s) will be reflected in the Purchase Price Allocation, provided that the Seller and resolution for each disputed item contained in the Purchaser Tax Arbiter’s determination shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities be made subject to the extent they are included in the amount realized for income tax purposes) among the Shares definitions and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), in this Agreement. Buyer and such agreement Sellers shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 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 allocations contained in the Closing Allocation Schedule, 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. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be 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 under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver furnish to the Tax Arbiter such work papers and other documents and information pertaining to the disputed item as the Tax Arbiter may request. Sellers and Buyer shall bear their own expenses in the preparation and review of the Purchase Price Allocation, except that the fees and expenses of the Tax Arbiter shall be borne equally by Buyer, on the one hand, and Sellers, on the other hand. Buyer, the Companies and Sellers shall file all Tax Returns (including, but not limited to, IRS Forms 8594 and 8883) consistent with the Purchase Price Allocation, and shall not agree to any proposed adjustment to, or settlement with respect to, the Purchase Price Allocation by any Governmental Entity without first giving the other parties prior written notice and an opportunity to confer regarding such confidentiality obligationsadjustment; provided, however, that the Purchase Price Allocation shall be adjusted by any other amounts paid under this Agreement following the Determination Date that affect the purchase price for federal income Tax purposes.

Allocation of Purchase Price. (a) At least twenty (20) Business Days prior to the Closing, the Seller and the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) (the “Initial Allocation Schedule”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any adjustment to the Initial Cash Consideration in accordance with this Agreement. Prior to Within 120 days after the Closing Date and consistently with Schedule 2.7(a), the Seller and the Purchaser shall in good faith agree how to allocate the Initial Consideration Purchase Price (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), (which shall include an allocation of the portions of the Purchase Price, allocated to the Shares and such agreement shall be set forth on a schedule to be delivered at or prior to Closing the Liabilities of the Acquired Company among the assets of the Acquired Company for U.S. federal income tax purposes) (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 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 allocations contained in the Closing Allocation Schedule, 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; provided, however, that (i) Purchaser’s cost for the assets that it is deemed to have acquired may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so calculated and (ii) the amount 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. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be 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 under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligations.

Allocation of Purchase Price. On or before a date that is five (a) At least twenty (205) Business Days after the date hereof, Purchaser shall deliver to Sellers a proposed allocation of the unadjusted Purchase Price among the Assets. Thereafter, prior to the Closing, the Seller and Parties shall reasonably cooperate to agree upon the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Assets on the other hand, and to set final schedule setting forth such allocation on a Schedule 2.7(a) (as finalized, the “Initial Allocation Schedule”). The cash amounts “Allocated Value” for any Asset equals the portion of the unadjusted Purchase Price allocated to such Asset on Schedule 2.7(a) shall not be the Allocation Schedule, as adjusted after in the date thereof, except to take into account any adjustment manner contemplated in Section 12.2. Any adjustments to the Initial Cash Consideration Purchase Price allocable to the Assets other than the adjustments provided for in accordance with Sections 5.5, 5.6 and 5.7 shall be applied on a pro-rata basis to the amounts set forth on the Allocation Schedule for all Assets. After all such adjustments are made, any adjustments to the Purchase Price pursuant to Sections 5.5, 5.6 and 5.7 shall be applied to the amounts set forth in the Allocation Schedule for the particular affected Assets. The Parties have accepted such Allocated Values (as adjusted in the manner contemplated above in this Agreement. Prior to Closing and consistently with Schedule 2.7(a), the Seller Section 3.2) for purposes of this Agreement and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities transactions contemplated hereby, but otherwise make no representation or warranty as to the extent accuracy of such values. Sellers and Purchaser agree (a) that the Allocated Values shall be used by the Sellers and Purchaser as the basis for reporting asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation Internal Revenue Service Form 8594, and (b) that neither they are nor their Affiliates will take positions inconsistent with the Allocated Values in notices to government authorities or in audit or other proceedings with respect to Taxes. Sellers and Purchaser further agree that the portion of Allocated Values included in the amount realized for income tax purposes) among Allocation Schedule attributable to tangible personal property shall equal the Shares and the Purchased Assets consistent with the principles set forth fair value of such property on Schedule 2.7(a), and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 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 allocations contained in the Closing Allocation Schedule, 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. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be 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 under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligationsDate.

Allocation of Purchase Price. (a) At least twenty (20) Business Days prior to the Closing, the Seller and the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) (the “Initial Allocation Schedule”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any adjustment to the Initial Cash Consideration in accordance with this Agreement. Prior to Within 120 days after the Closing Date and consistently with Schedule 2.7(a), the Seller and the Purchaser shall in good faith agree how to allocate the Initial Consideration Purchase Price (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), (which shall include an allocation of the portions of the Purchase Price, allocated to the Shares and such agreement shall be set forth on a schedule to be delivered at or prior to Closing the Liabilities of the Acquired Company among the assets of the Acquired Company for U.S. federal income tax purposes) (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 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 allocations contained in the Closing Allocation Schedule, 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; provided, however, that (i) Purchaser’s cost for the assets that it is deemed to have acquired may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so calculated and (ii) the amount 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. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be 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 under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligations.. Source: Chemtura CORP, 8-K, February 25, 2010 Powered by Morningstar® Document Research℠

Allocation of Purchase Price. The Companies and the Purchaser agree that the Purchase Price shall be allocated to and deemed paid for the Assets as provided in this Section 7.1 (athe "PURCHASE PRICE ALLOCATION"). The parties agree that it is their intent that the Assets (other than goodwill) At least twenty be purchased for their book value and that any amount paid hereunder that is in excess of the book value of the Assets be attributable to goodwill, going concern value and similar intangible assets. Out of the Closing Payment and the Assumed Liabilities (20) Business Days prior to the Closingextent that such Assumed Liabilities are treated as consideration for federal income tax purposes), an amount equal to the Seller book value of the Assets (net of depreciation) shall be allocated to and deemed paid for those Assets having such net book value (exclusive of goodwill, going concern value and similar intangible assets). Any remaining amount of the Closing Payment and the Assumed Liabilities shall be allocated to and deemed paid for the goodwill, going concern value and similar intangible assets of the Business. Each of the FIP, SIP, TIP and FP shall be deemed allocated to and paid for the goodwill, going concern value and similar intangible assets of the Business. The book value of any asset shall be its book value as set forth in the Special Determination after it has become final and conclusive. The Companies and the Purchaser agree that they shall report the allocation of the Purchase Price in a manner entirely consistent with the Purchase Price Allocation in all tax returns and forms (including without limitation, Forms 8594 filed with the Purchaser's and the Companies' respective federal income tax returns for the taxable year that includes the Closing Date) and in the course of any tax audit, tax review or tax litigation relating thereto unless otherwise required under applicable law. The Companies and the Purchaser shall have agreed cooperate with each other to allocate prepare the Initial Cash ConsiderationForms 8594 in the manner required by this Section 7.1. Parent, the Trade Accounts Payable Adjustment PaymentSub, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) (the “Initial Allocation Schedule”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any adjustment to the Initial Cash Consideration in accordance with this Agreement. Prior to Closing and consistently with Schedule 2.7(a), the Seller and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 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 allocations contained in the Closing Allocation Schedule, 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. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be filed under state, local or foreign Law) and with completed copies of such forms. Each party will, subject to confidentiality obligations, provide deliver to the other party a copy of any appraisal obtained by such party in connection the Form 8594 it files with the allocation under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligationsrespective federal income tax return.

Allocation of Purchase Price. (a) At least twenty (20) Business Days prior BXXX and Eton shall use diligent efforts to the Closing, the Seller and the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on agree upon a Schedule 2.7(a) schedule (the “Initial Allocation Schedule”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after setting forth the date thereof, except to take into account any adjustment to the Initial Cash Consideration in accordance with this Agreement. Prior to Closing and consistently with Schedule 2.7(a), the Seller and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and respective values of the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 1313(a) 1060 of the Code (or and any comparable provision similar provisions of state, local or foreign Law, as appropriate), Purchaser which shall be used for Tax purposes for the allocation of the Purchase Price and Seller any additional consideration among the Purchased Assets. Within [* * *] after the Closing, BXXX shall provide to Eton a proposed Allocation Schedule. Eton shall have the right to review and raise any objections in writing to the Allocation Schedule during the [* * *] period after its receipt thereof. If BXXX disagrees with respect to any material item in the Allocation Schedule, the parties shall negotiate in good faith to resolve the dispute. BXXX and Eton covenant and agree to act, report for Tax purposes the allocation of such Purchase Price and additional consideration among the Purchased Assets in a manner entirely consistent with the Allocation Schedule and agree to cause their Affiliates to act, act in accordance with such Allocation Schedule in filing all Tax returns (including filing Form 8594 with their respective federal income Tax returns for the allocations contained Taxable year that includes the Closing Date) and in the Closing course of any Tax audit, Tax review or Tax litigation relating thereto. BXXX and Eton hereby agree, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, to be bound by the Allocation Schedule, for to file 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 returns (including IRS Form 8594 and any supplemental or amended IRS Form 8594) in accordance with the Allocation Schedule, and not to take any similar form required to be filed under stateposition inconsistent with the Allocation Schedule in the course of any tax audit, local review, examination or foreign Law), any refund claim, litigation, audit other administrative or otherwisejudicial proceeding. The Purchaser and Allocation Schedule shall be adjusted in accordance with the Seller each agree procedure set forth in Section 5.8 to provide the other party with account for any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be filed under state, local or foreign Law) and with completed copies of such forms. Each party will, subject to confidentiality obligations, provide adjustments to the other party a copy of any appraisal obtained Purchase Price pursuant to Section 5, Section 6.7 or as otherwise contemplated by such party in connection with the allocation under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligationsAgreement.

Allocation of Purchase Price. (a) At least twenty (20) Business Days prior to As soon as practicable after each of the Closing, the Seller Purchase Price Adjustment, the 2007 Earnout Payment Date and the 2008 Earnout Payment Date, Purchaser shall have agreed and Seller will negotiate in good faith to allocate agree upon a schedule (the Initial Cash Consideration, "Allocation Schedule") allocating the Trade Accounts Payable Adjustment Closing Payment, the European Trade Accounts Payable Adjustment PaymentPurchase Price Adjustment, the Shared Accounts Payable Adjustment Payment 2007 Earnout Amount and the Accrued Payroll and Benefits Adjustments Payment 2008 Earnout Amount, as the case may be, among the Shares on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) (the “Initial Allocation Schedule”)Assets. The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any Any adjustment to the Initial Cash Consideration in accordance with this Agreement. Prior to Closing and consistently with Schedule 2.7(a), the Seller and the Purchaser Purchase Price contemplated by Section 2.5 shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities be allocated to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the SellerReceivables. Except as otherwise required by Law law or pursuant to a “"determination” " under Section 1313(a) of the Internal Revenue Code of 1986, as amended (or any comparable provision of state, local or foreign Lawthe "Code"), Purchaser and Seller agree to act, and to will cause their Affiliates to act, in accordance with the allocations contained in the Closing Allocation ScheduleSchedule for purposes of all income Taxes (as defined in SECTION 4.15(i)), for all Tax purposes and that neither of them Purchaser nor Seller will (or will permit its Affiliates to) take any position inconsistent therewith in any income Tax Returns (as defined in SECTION 4.15(j)) or similar filings (including IRS Form 8594 or any similar form required to be filed under state, local or foreign Law8594), any refund claim, any litigation, audit or otherwise. The In the event that Purchaser and Seller are unable to reach an agreement within 30 calendar days after the Seller each agree to provide latest of (a) the other party with date of payment of the Purchase Price Adjustment, (b) the 2007 Earnout Payment Date and (c) the 2008 Earnout Payment Date, then any additional information reasonably required to complete disputed items will be resolved within the next 30 calendar days by the Arbitrator, the fees and file costs of which will be borne equally by Purchaser and Seller. The Allocation Schedule and IRS Form 8594 (or any similar form required will be revised to reflect the resolution of the Arbitrator and, once revised, will be filed under state, local or foreign Law) final 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 under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligationsbinding on all parties without further adjustment.

Allocation of Purchase Price. (a) At least twenty (20) Business Days prior to As soon as practicable after each of the Closing, the Seller Purchase Price Adjustment, the 2007 Earnout Payment Date and the 2008 Earnout Payment Date, Purchaser shall have agreed and Seller will negotiate in good faith to allocate agree upon a schedule (the Initial Cash Consideration, “Allocation Schedule”) allocating the Trade Accounts Payable Adjustment Closing Payment, the European Trade Accounts Payable Adjustment PaymentPurchase Price Adjustment, the Shared Accounts Payable Adjustment Payment 2007 Earnout Amount and the Accrued Payroll and Benefits Adjustments Payment 2008 Earnout Amount, as the case may be, among the Shares on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) (the “Initial Allocation Schedule”)Assets. The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any Any adjustment to the Initial Cash Consideration in accordance with this Agreement. Prior to Closing and consistently with Schedule 2.7(a), the Seller and the Purchaser Purchase Price contemplated by Section 2.5 shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities be allocated to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the SellerReceivables. Except as otherwise required by Law law or pursuant to a “determination” under Section 1313(a) of the Internal Revenue Code of 1986, as amended (or any comparable provision of state, local or foreign Lawthe “Code”), Purchaser and Seller agree to act, and to will cause their Affiliates to act, in accordance with the allocations contained in the Closing Allocation ScheduleSchedule for purposes of all income Taxes (as defined in Section 4.15(i)), for all Tax purposes and that neither of them Purchaser nor Seller will (or will permit its Affiliates to) take any position inconsistent therewith in any income Tax Returns (as defined in Section 4.15(j)) or similar filings (including IRS Form 8594 or any similar form required to be filed under state, local or foreign Law8594), any refund claim, any litigation, audit or otherwise. The In the event that Purchaser and Seller are unable to reach an agreement within 30 calendar days after the Seller each agree to provide latest of (a) the other party with date of payment of the Purchase Price Adjustment, (b) the 2007 Earnout Payment Date and (c) the 2008 Earnout Payment Date, then any additional information reasonably required to complete disputed items will be resolved within the next 30 calendar days by the Arbitrator, the fees and file costs of which will be borne equally by Purchaser and Seller. The Allocation Schedule and IRS Form 8594 (or any similar form required will be revised to reflect the resolution of the Arbitrator and, once revised, will be filed under state, local or foreign Law) final 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 under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligationsbinding on all parties without further adjustment.

Allocation of Purchase Price. (a) At least twenty (20) Business Days prior Prior to the ClosingClosing Date, Buyer and Seller shall allocate the Purchase Price, the Seller and the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Assets on the other handAssumed Liabilities, and to set forth such allocation on a Schedule 2.7(a) all other relevant items (the “Initial Allocation Schedule”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereofincluding, except to take into account for example, any adjustment adjustments or additions to the Initial Cash Consideration Purchase Price), in accordance with this Agreement. Prior to Closing and consistently with Schedule 2.7(a), the Seller and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 1313(a) 1060 of the Code (or and any comparable similar provision of state, local or foreign Lawlaw, as appropriate) (the “Purchase Price Allocation”). A schedule setting forth the parties’ agreement on such Purchase Price Allocation shall be agreed upon by the parties prior to the Closing; provided that the Purchase Price Allocation shall allocate $8,500,000 to Seller’s goodwill and the Proprietary Rights included as part of the Purchased Assets. In the event that, Purchaser after the Purchase Price Allocation is determined, the Purchase Price is adjusted, the Purchase Price Allocation shall also be adjusted. To the extent permitted by the Code or other applicable tax law, any adjustments to the Purchase Price shall be allocated, to the extent possible, to the classes of assets that were the subject of the adjustments to the Purchase Price. The Purchase Price Allocation, including any adjustments thereto, will be binding on Buyer and Seller agree to actSeller. Each of the Parties shall file all Tax Returns (including amended returns, claims for refunds, and to cause their Affiliates to act, IRS Form 8594) in accordance a manner consistent with the allocations contained in the Closing Allocation SchedulePurchase Price Allocation, for all Tax purposes and that neither of them including any adjustments thereto. No party will (or will permit its Affiliates to) take any position inconsistent therewith (whether in any Tax Returns audits or similar filings (including IRS Form 8594 proceedings, Tax Returns, refund claims, or any similar form otherwise) that is inconsistent with such allocation, except as required to be filed under state, local or foreign do so by applicable Law), any refund claim, litigation, audit or otherwise. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be filed under state, local or foreign Law) and with completed copies of such forms. Each party willof Buyer and Seller (and Seller’s Affiliates, subject to confidentiality obligations, provide to the other party a copy of any appraisal obtained by such party in connection with the allocation under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall as applicable) will use its commercially reasonable best efforts to obtain a waiver of sustain such confidentiality obligationsallocation in any subsequent audit, similar proceeding, appeal, or court proceeding.

Allocation of Purchase Price. The Sellers and the Purchaser shall use commercially reasonable efforts to agree on the allocation of the Purchase Price (aand other amounts, including Assumed Obligations, taken into account as purchase price for tax accounting purposes) At least twenty (20) Business Days among the Broadcasting Assets in accordance with the requirements of Section 1060 of the Code, and the regulations thereunder prior to the Closing. If Sellers and the Purchaser do not reach agreement on such allocation prior to the Closing, then (a) with respect to the Seller Real Property included in the Broadcasting Assets (other than broadcast towers), that portion of the Purchase Price as mutually agreed upon by the parties shall be allocated to each parcel of Real Property, (b) with respect to the tangible assets included in the Broadcasting Assets (other than Real Property, but including the broadcast towers), that portion of the Purchase Price equal to the book value of such tangible assets as reflected in the accounting books and records of the Sellers as of the Closing shall be allocated to each such tangible asset, and (c) with respect to the intangible assets included in the Broadcasting Assets, the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment prepare and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) (the “Initial Allocation Schedule”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any adjustment deliver to the Initial Cash Consideration in accordance with this Agreement. Prior Sellers an allocation (reasonably acceptable to Closing and consistently with Schedule 2.7(a), the Seller and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposesSellers) among the Shares intangible assets of that portion of the Purchase Price equal to the excess of the Purchase Price over the aggregate amount of the Purchase Price allocated to the Real Property (other than broadcast towers) and the Purchased Assets consistent with tangible assets (other than Real Property, but including the principles set forth on Schedule 2.7(a)broadcast towers) pursuant to clauses (a) and (b) above, and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”)respectively. The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), Purchaser and Seller parties agree to act, and to cause their Affiliates to act, in accordance with the allocations contained in the Closing Allocation Schedule, for all Tax purposes and that neither of them will (or will permit its Affiliates toi) 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. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to jointly complete and timely file IRS Form 8594 with their Federal income tax return, and as required with respect to any other Tax Return, for the tax year in which the Closing Date occurs, (or ii) file all Tax Returns in accordance with such allocation, (iii) report the transactions contemplated by this Agreement for Federal Tax and all other Tax purposes in a manner consistent with such allocations, (iv) provide the other promptly with any similar form information required to be filed under statecomplete IRS Form 8594, local or foreign Law(v) notify and with completed copies of such forms. Each party will, subject to confidentiality obligations, provide to the other party a copy with reasonable assistance in the event of an examination, audit or other proceeding regarding any appraisal obtained allocations of the Purchase Price (and other amounts, including Assumed Obligations, taken into account as purchase price for tax accounting purposes), and (vi) not to take any position in any Tax Return, Tax proceeding or audit that is inconsistent with such allocations unless required to do so by such party in connection with the allocation under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligationsapplicable law.

Allocation of Purchase Price. Purchaser and Seller agree that the Purchase Price (aand all other amounts treated as consideration for U.S. federal and applicable state and local income Tax purposes) At least shall be allocated among the Transferred Assets for all purposes (including financial accounting and Tax purposes) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation Principles”). Within one hundred twenty (20120) Business Days days after the Closing Date, Purchaser shall prepare and deliver to Seller a draft allocation schedule prepared in accordance with the Allocation Principles for Seller’s review and consent. Within thirty (30) days following the receipt by Seller of such draft allocation schedule, Seller shall review such draft allocation schedule and submit to Purchaser in writing any reasonable objections or proposed changes to the draft allocation schedule (an “Objections Notice”). Unless Seller submits an Objections Notice on or prior to the Closingexpiration of such thirty (30) day period, the draft allocation schedule prepared and delivered to Seller pursuant to this Section 3.2 shall be deemed agreed upon by the Parties and the Purchaser shall have agreed to allocate the Initial Cash Considerationbe deemed conclusive. If Seller submits an Objections Notice, the Trade Accounts Payable Adjustment PaymentParties shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If, after negotiating in good faith, the European Trade Accounts Payable Adjustment PaymentParties are unable to agree on a mutually satisfactory allocation schedule within thirty (30) days after the expiration of the thirty (30) day period referred to above, so much of the Shared Accounts Payable Adjustment Payment and draft allocation schedule that remains disputed shall be promptly referred to the Accrued Payroll and Benefits Adjustments Payment among Independent Accountant for resolution; provided, however, that the Shares on Independent Accountant shall be required to make its determination in a manner consistent with the one hand and the Purchased Assets on the other hand, and to set forth Allocation Principles. Upon finalization of such allocation on a Schedule 2.7(aschedule (either by mutual agreement of the Parties (actual or deemed) or by the Independent Accountant) (the “Initial Allocation Schedule”). The cash amounts allocated on , (i) the Allocation Schedule 2.7(a) shall not be adjusted after amended as, and to the date thereofextent necessary, except to take into account reflect any adjustment to the Initial Cash Consideration Purchase Price, (ii) except to the extent required to comply with audit determinations of any Governmental Authority with jurisdiction over a Party, Purchaser, Seller and their respective Affiliates shall report the purchase and sale for all required federal income Tax and all other applicable Tax purposes in a manner consistent with the Allocation Schedule, and (iii) Purchaser, Seller and their respective Affiliates shall not take any position in any Tax Return or Proceeding with respect to Taxes that is inconsistent with the Allocation Schedule without the consent of the other Party. Purchaser, Seller and their respective Affiliates agree to file Internal Revenue Service Form 8594 (Asset Acquisition Statement Under Section 1060), and all federal and state Income Tax Returns, in accordance with this Agreement. Prior to Closing and consistently with Schedule 2.7(a), the Seller and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a)Allocation Schedule, and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 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 allocations contained in the Closing Allocation Schedule, 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. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 within fifteen (or any similar form required to be filed under state, local or foreign Law15) and with completed copies of such forms. Each party will, subject to confidentiality obligations, provide to the other party a copy days of any appraisal obtained reasonable request for such information by such party in connection with the allocation under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligationsother Party.

Allocation of Purchase Price. (a) At least twenty (20) Business Days prior to the Closing, the Seller and Purchaser agree that the Purchaser Consideration (and other relevant items treated as purchase price for U.S. federal income tax purposes) shall have agreed to allocate be allocated among the Initial Cash Consideration, assets of the Trade Accounts Payable Adjustment Payment, Successor Company for all Tax and financial accounting purposes in a manner consistent with the European Trade Accounts Payable Adjustment Payment, principles of Section 1060 of the Shared Accounts Payable Adjustment Payment Code and the Accrued Payroll Treasury Regulations thereunder and Benefits Adjustments Payment among the Shares as shown on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) schedule (the “Initial Preliminary Allocation Schedule”), prepared by Purchaser in accordance with the allocation methodology set forth on Schedule 6.1(g). The Preliminary Allocation Schedule shall be updated (applying the same principles as used to determine the Preliminary Allocation Schedule) and delivered by Purchaser to Seller within fifteen (15) calendar days after the final determination of the Final Consideration pursuant to Section 2.3 (as updated, the “Allocation Schedule”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any adjustment to the Initial Cash Consideration in accordance with this Agreement. Prior to Closing and consistently with Schedule 2.7(a), the Seller and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objectionconsent of Seller. Seller shall have the right to withhold its consent (in accordance with the standards set forth in this Section 6.1(g)) to any portion of the Allocation Schedule by written notice to Purchaser. If Seller does not object to the Allocation Schedule by written notice to Purchaser within thirty (30) days after receipt by Seller of the Allocation Schedule, then the Allocation Schedule shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such Allocation Schedule shall be subject to adjustment upon and as a result of any adjustment to the amounts used to determine the allocations used to prepare the Allocation Schedule under this Agreement. If Seller objects to the Allocation Schedule (or any portion thereof), it shall notify Purchaser in writing of its objection to the Allocation Schedule within thirty (30) days after receipt by Seller of the Allocation Schedule, and the Parties agree to resolve any such disagreement in good faith. If Seller and Purchaser are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days after Seller delivers such notice of disagreement, then the dispute shall be finally and conclusively resolved by good-faith negotiations between the Purchaser and Accounting Firm in accordance with the Sellerprinciples of the dispute resolution procedure set forth in Section 2.3(c). Except as Unless otherwise required by Law or pursuant to a final “determination” under (within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign LawCode), Purchaser and Seller agree to act, and to cause their Affiliates to act, the Parties shall file all Tax Returns in accordance a manner consistent with the allocations contained in the Closing Allocation Schedule, for all Tax purposes Schedule and that neither of them will (or will permit its Affiliates to) further agree not to take any Tax position inconsistent therewith in any with the Allocation Schedule for 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 otherwisereporting purposes. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be filed under state, local or foreign Law) and with completed copies of such forms. Each party will, subject to confidentiality obligations, provide Any adjustment to the other party a copy Consideration shall be allocated as provided by Section 1.1060-1(c) of any appraisal obtained by such party in connection with the allocation under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligationsTreasury Regulations.

Allocation of Purchase Price. The Purchase Price and any other consideration will be allocated among the Transferred Assets and the covenant not to compete set forth in Section 6.13 in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. The Parties agree that to the extent consistent with Section 1060 of the Code and the Treasury Regulations thereunder, the fair market value of the Transferred Assets shall be equal to the book value on the Closing Date. Purchaser will prepare and deliver, not later than ten (a) At least twenty (2010) Business Days prior to following the Closingfinal determination of Actual Net Working Capital as of the Economic Effective Date in accordance with Section 3.2, a schedule allocating the Seller Purchase Price (and the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment other relevant consideration) among the Shares on Transferred Assets. Seller will within five (5) Business Days after receipt of such allocation schedule give written notice to Purchaser of Seller’s agreement or disagreement with the one hand and the Purchased Assets on the other hand, and to allocation set forth on such allocation on a Schedule 2.7(a) schedule (the “Initial Allocation ScheduleNotice”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any adjustment If Seller objects to the Initial Cash Consideration in accordance with this Agreement. Prior to Closing allocation set forth on Purchaser’s schedule, then Purchaser and consistently with Schedule 2.7(a), the Seller shall negotiate reasonably and the Purchaser shall in good faith to agree how to allocate on a final allocation as soon as possible but in any event within ten (10) Business Days following the Initial Consideration (taking into account Assumed Liabilities delivery of the Allocation Notice. If and to the extent they that the Parties are included in unable to agree on an allocation after such negotiation, the amount realized remaining issue(s) shall promptly be submitted to an independent accounting firm reasonably acceptable to the Parties, the fees of such accounting firm being borne equally by the Parties, for income tax purposes) among a binding determination of the Shares and final allocation. None of the Purchased Assets consistent Parties hereto will file any Tax Returns, or Tax refund claims that are inconsistent with the principles set forth on Schedule 2.7(afinal allocation (subject to any adjustments to the Purchase Price for Tax purposes), and such agreement the Parties shall be set forth on a schedule to be delivered at or prior to Closing timely file all IRS Forms 8594 (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), Purchaser and Seller agree to actlocal, and to cause their Affiliates to act, in accordance with the allocations contained in the Closing Allocation Schedule, 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. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be filed under state, local or foreign Lawanalogues) and any amendments thereto consistently with completed copies of such forms. Each party will, subject to confidentiality obligations, provide to the other party a copy of final allocation and any appraisal obtained by such party in connection with the allocation under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligationsadjustments thereto.

Allocation of Purchase Price. The Purchase Price (a) At least twenty (20) Business Days prior plus Assumed Liabilities, to the Closing, extent properly taken into account under the Seller and the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(aCode) (the “Initial Allocation ScheduleTax Purchase Price”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after allocated among the date thereof, except to take into account any adjustment to various categories of Purchased Assets (the Initial Cash Consideration “Allocation”) in accordance a manner consistent with this Agreement. Prior to Closing and consistently with Schedule 2.7(a), Section 1060 of the Seller Code and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles methodologies set forth on Schedule 2.7(a)1.11. Any agreement of Buyer and Sellers required under this Section 1.11 or Schedule 1.11 shall not be unreasonably withheld, conditioned or delayed. Sellers and such agreement Buyer shall be set forth on a schedule prepare mutually acceptable and substantially identical IRS Form 8594 “Asset Acquisition Statements Under Section 1060,” and any amendments thereto required by the purchase price adjustment in Section 4.12(d) hereof, consistent with the Allocation which the parties shall use to be delivered at or prior to Closing (report the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject transactions contemplated by this Agreement to the Seller’s review applicable Tax Authorities. Sellers and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), Purchaser and Seller Buyer agree to act, take no position and to cause their Affiliates to act, in accordance take no position inconsistent with the allocations contained in Allocation for Tax purposes, unless otherwise required by applicable Law or unless the Closing Allocation Scheduleother party consents thereto, for all Tax purposes which consent shall not be unreasonably withheld, conditioned or delayed. Each of Sellers 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. The Purchaser and the Seller each Buyer agree to provide the other party promptly with any additional other information reasonably required to complete IRS Form 8594. Any redetermination of the Tax Purchase Price within the meaning of Treasury Regulations Section 1.338-7 shall be made as required thereby and file shall be taken into account by Buyer and Sellers in carrying out the provisions of this Section 1.11 and Schedule 1.11, and the preparation and filing of IRS Form 8594 (and corresponding state and local Tax Returns. In the event that the Allocation has not been fully determined in accordance with this Section 1.11 and Schedule 1.11 by the time the income Tax Returns of Buyer or any similar form Seller are required to be filed under state(taking available extensions of time into account), local then to the extent not so determined, Buyer and such Seller shall each file its Tax Returns based on their respective good faith determination; and if the final determination of the Allocation varies from the manner in which Buyer or foreign Law) and with completed copies such Seller prepared such Tax Returns, then it shall file an amendment of such forms. Each party will, subject Tax Returns in order to confidentiality obligations, provide to make the other party a copy of any appraisal obtained by such party in connection Tax Return as so filed consistent with the allocation under Allocation as finally determined pursuant to this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligations1.11 and Schedule 1.11.

Allocation of Purchase Price. (a) At least twenty (20) Business Days prior to the Closing, the Seller and the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) (the “Initial Allocation Schedule”). The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any adjustment to the Initial Cash Consideration in accordance with this Agreement. Prior to Closing and consistently with Schedule 2.7(a), the Seller and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 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 allocations contained in the Closing Allocation Schedule, 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 prepare IRS Form 8594 (and, any comparable or any similar form required to be filed under state, local or foreign Law)law) allocating the Purchase Price (including any adjustments pursuant to SECTION 2.04) and the amount of the Assumed Liabilities among the Assets in accordance with Section 1060 of the Internal Revenue Code and shall forward it (within 120 days) after the Closing to USOP for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. USOP and Purchaser will negotiate in good faith to resolve any refund claim, litigation, audit or otherwisedispute concerning the allocation. The Purchaser and Sellers shall each file with their respective federal income Tax Return for the Seller each agree to provide tax year in which the other party with any additional information reasonably required to complete and file Closing occurs, IRS Form 8594 (and any comparable or any similar form required to be filed under state, local or foreign Lawlaw) containing the information agreed upon by the parties pursuant to the immediately preceding sentence. Purchaser agrees to report the purchase of the Assets, and Sellers agree to report the sale of the Assets, on their respective Tax Returns in a manner consistent with completed copies of the information agreed upon by the parties pursuant to this SECTION 2.05 and contained in its IRS Form 8594 (and any comparable or similar form under state, local or foreign law). Neither Sellers nor Purchaser shall take a position in any Tax Return, Tax proceeding, Tax audit or otherwise inconsistent with the information agreed upon by the parties pursuant to this SECTION 2.05; PROVIDED, HOWEVER, that nothing contained herein shall require Sellers or Purchaser to contest any proposed deficiency or adjustment by any Taxing authority which challenges such formsallocation, or exhaust administrative remedies before any Taxing authority in connection therewith, and Sellers and Purchaser shall not be required to litigate before any court (including without limitation the United States Tax Court), any proposed deficiency or adjustment by any Taxing authority which challenges such allocation. Each party will, subject to confidentiality obligations, provide Sellers and Purchaser shall give prompt notice to the other party a copy of the commencement of any appraisal obtained by such party in connection with Tax audit or proceeding or the allocation under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy written assertion of any proposed deficiency or adjustment by any Taxing authority which challenges such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligationsallocation.

Allocation of Purchase Price. (a) At least twenty (20) Business Days prior to Each of the Closing, the Seller and the Purchaser shall have agreed parties agrees to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment among the Shares Purchase Price as shown on the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) 2.4 (the “Initial Allocation Schedule”)) attached hereto for all federal and state Tax reporting purposes. The cash amounts allocated on Allocation Schedule 2.7(a) shall not be adjusted updated by Purchaser and delivered to Seller no later than 30 days after any post-Closing payment made pursuant to or in connection with this Agreement with such updated Allocation Schedule being consistent with the methodology set forth in the Allocation Schedule, except as otherwise agreed in writing by Purchaser and Seller. If Seller notifies Purchaser in writing within ten days of the date thereof(i) Purchaser delivers the updated Allocation Schedule to Seller or (ii) Purchaser delivers the “Appraisal” referenced in Schedule 2.4 that Seller objects to (x) one or more items reflected in the updated Allocation Schedule or (ii) the reasonableness of the Appraisal and the determination of the fair market value of any of the Acquired Assets based on the Appraisal, except to take into account any adjustment to as the Initial Cash Consideration in accordance with this Agreement. Prior to Closing and consistently with Schedule 2.7(a)case may be, the Seller and the Purchaser shall negotiate in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities resolve such dispute; provided, however, that if Seller and Purchaser are unable to resolve any dispute with respect to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a), and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing updated Allocation Schedule and if or the Purchaser does soAppraisal or the determination of fair market value based thereon, as the case may be, within 30 days, such proposal dispute shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Accounting Referee. The cost of the Accounting Referee associated with the resolution of the dispute shall be borne equally by Seller and Purchaser. Such allocation is intended to comply with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended. Seller and Purchaser shall file Form 8594 with their respective Tax Returns consistent with such allocation. The parties shall treat and report the Sellertransaction contemplated by this Agreement in all respects consistently for purposes of any federal, state or local Tax, including the calculation of gain, loss and basis with reference to the Purchase Price allocation made pursuant to this Section 2.4. Except The parties hereto shall not take any action or position inconsistent with the obligations set forth in this Section 2.4, except as may otherwise be required by Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of state, local or foreign applicable Law), Purchaser and Seller agree to act, and to cause their Affiliates to act, in accordance with the allocations contained in the Closing Allocation Schedule, 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. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be 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 under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligations.

Allocation of Purchase Price. (a) At least twenty (20) Business Days prior to the Closing, the Seller and the Purchaser shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment The Purchase Price allocations among the Shares on the one hand and the Purchased Assets on and the other hand, and to Transferred Subsidiaries shall be made in a manner consistent with the allocations set forth such allocation on a Schedule 2.7(a) (the “Initial Allocation Schedule”). part 1 of Exhibit I. The cash amounts allocated on Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any adjustment to the Initial Cash Consideration in accordance with this Agreement. Prior to Closing and consistently with Schedule 2.7(a), the Seller and the Purchaser shall parties will negotiate in good faith to agree how on or before the Closing Date to allocate a further allocation of the Initial Consideration Purchase Price allocated to Sellers in Canada, France and the United States (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposesas set forth on part 1 of Exhibit I) among the Shares respective Transferred Subsidiaries and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a)Assets. Such further allocation, and such agreement if agreed, shall be set forth on a schedule to be delivered at or prior to Closing part 2 of Exhibit I (the “Closing Allocation Schedule”such further allocation the, "Detailed Allocation"). The Purchaser shall initially propose For the content purposes of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject to the Seller’s review and reasonable objection, to be resolved by good-faith negotiations between the Purchaser and the Seller. Except as otherwise required by Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law)all Taxes, Purchaser and Seller ITT agree to actreport the transactions contemplated by this Agreement in a manner consistent with the allocations under this Section 3.5 and Exhibit I, and that none of them will take any position inconsistent with such allocations on any Tax Return without the consent of the other party except as required by applicable law or as required by a final "determination" within the meaning of Section 1313 of the Code; provided, however, that if the parties are unable to cause their Affiliates reach agreement as to acta further allocation of the Purchase Price allocated to Sellers in Canada, France and the United States among the respective Transferred Subsidiaries and Purchased Assets, each shall file its Tax Returns as it determines proper, but in any case consistent with part 1 of Exhibit I. For purposes of Taxes in Canada, Purchaser and ITT agree that the Purchase Price of the Purchased Assets sold by ITT Industries of Canada L.P. ("ITT Canada") shall include the aggregate amount of accounts payable and other indebtedness, if any, which are Assumed Liabilities in respect of the Purchased Assets sold by ITT Canada and that none of them will take any position inconsistent with such allocations on any Tax Return, in any refund claim, in any litigation, or otherwise, without the consent of the other party. If the Detailed Allocation is agreed to, Purchaser shall prepare an allocation schedule of Purchase Price and Assumed Liabilities among the classes of Purchased Assets, in accordance with the rules under Section 1060 of the Code and the Treasury Regulations thereunder, along with the first draft of any form required by any foreign jurisdiction to report such allocations contained in which is necessitated by the transactions contemplated by this Agreement with respect to the Purchased Assets, which shall be sent to ITT at the earlier of (i) 30 days following agreement between the parties as to the Closing Allocation ScheduleNet Working Capital Statement or (ii) 90 days prior to the due date, including extensions, for filing the applicable foreign income tax return for the taxable year in which the Closing takes place, 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 such forms to be filed under state, local or foreign Law), any refund claim, litigation, audit or otherwiseconsistent with the Detailed Allocation. The Purchaser and Within 30 days after the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be filed under state, local or foreign Law) and with completed copies receipt of such formsallocation schedule, ITT shall propose any changes to such allocation schedule or shall indicate its concurrence therewith, which concurrence will not be unreasonably withheld. Each party willIf ITT shall propose any changes to such allocation schedule, subject Purchaser shall have 30 days to confidentiality obligationsreview such changes and indicate concurrence therewith, provide to the other party a copy of any appraisal obtained by such party in connection with the allocation under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligationswhich concurrence will not be unreasonably withheld.

Allocation of Purchase Price. (a) At least twenty (20) Business Days prior to the Closing, The Buyer and the Seller agree that the Purchase Price and the Purchaser amount of Assumed Liabilities that are liabilities for income tax purposes shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment be allocated for federal income tax purposes among the Shares on Transferred Assets as shall be determined by the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) parties in accordance with this Agreement (the “Initial Allocation Schedule”). The cash amounts allocated on Allocation Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any adjustment to the Initial Cash Consideration prepared in accordance with Section 1060 of the Code. The Buyer shall deliver a draft of the Allocation Schedule at least 30 days prior to the Closing Date for approval and consent, and the Buyer and the Seller shall use their commercially reasonable efforts to agree upon the Allocation Schedule prior to the Closing Date. Neither the Buyer nor the Seller shall unreasonably withhold its approval and consent with respect to the Allocation Schedule. The Buyer and the Seller agree that the Allocation Schedule shall be amended to reflect adjustments to the Base Purchase Price made pursuant to this Agreement. Prior If the parties are unable to agree on the final Allocation Schedule within 90 days after the Closing and consistently with Schedule 2.7(a)Date, a third-party appraiser selected by the Seller and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a)Buyer, and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject reasonably acceptable to the Seller’s review and reasonable objection, to the fees of which shall be resolved borne equally by good-faith negotiations between the Purchaser Buyer and the Seller, shall resolve the allocation of the consideration to any items with respect to which there is a dispute between the parties. Except as Unless otherwise required by Law or pursuant to a “determination” under Section 1313(a) of applicable Law, the Code (or any comparable provision of state, local or foreign Law), Purchaser Buyer and the Seller agree to act, and to cause their respective Affiliates to act, in accordance with the computations and allocations contained in the Closing Allocation Schedule, for all Tax purposes and that neither of them will (or will permit its Affiliates to) take any position inconsistent therewith Schedule in any relevant Tax Returns or similar filings (including IRS Form 8594 any forms or any similar form reports required to be filed under state, local or foreign Lawpursuant to Section 1060 of the Code (the “1060 Forms”)), to cooperate in the preparation of any refund claim1060 Forms, litigationto file such 1060 Forms in the manner required by applicable Law, audit to update such 1060 Forms in accordance with the method used in making the allocation to the extent necessary to reflect purchase price adjustments and to not take any position inconsistent with such Allocation Schedule upon examination of any Tax Returns, in any litigation or otherwise. The Purchaser and For the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be filed under state, local or foreign Law) and with completed copies purposes 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 under this Section 2.72.10, the covenant contained in Section 5.21 shall be included in the Transferred Assets. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligations.Asset Purchase Agreement ARTCILE III

Allocation of Purchase Price. (a) At least twenty (20) Business Days prior to the Closing, The Buyer and the Seller agree that the Purchase Price and the Purchaser amount of Assumed Liabilities that are liabilities for income Tax purposes shall have agreed to allocate the Initial Cash Consideration, the Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustments Payment be allocated for federal income Tax purposes among the Shares on Transferred Assets as shall be determined by the one hand and the Purchased Assets on the other hand, and to set forth such allocation on a Schedule 2.7(a) parties in accordance with this Agreement (the “Initial Allocation Schedule”). The cash amounts allocated on Allocation Schedule 2.7(a) shall not be adjusted after the date thereof, except to take into account any adjustment to the Initial Cash Consideration prepared in accordance with Section 1060 of the Code. The Buyer shall deliver a draft of the Allocation Schedule at least 30 days prior to the Closing Date for approval and consent, and the Buyer and the Seller shall use their commercially reasonable efforts to agree upon the Allocation Schedule prior to the Closing Date. Neither the Buyer nor the Seller shall unreasonably withhold its approval and consent with respect to the Allocation Schedule. The Buyer and the Seller agree that the Allocation Schedule shall be amended to reflect adjustments to the Base Purchase Price made pursuant to this Agreement. Prior If the parties are unable to agree on the final Allocation Schedule within 90 days after the Closing and consistently with Schedule 2.7(a)Date, a third-party appraiser selected by the Seller and the Purchaser shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Shares and the Purchased Assets consistent with the principles set forth on Schedule 2.7(a)Buyer, and such agreement shall be set forth on a schedule to be delivered at or prior to Closing (the “Closing Allocation Schedule”). The Purchaser shall initially propose the content of the Closing Allocation Schedule and if the Purchaser does so, such proposal shall be subject reasonably acceptable to the Seller’s review and reasonable objection, to the fees of which shall be resolved borne equally by good-faith negotiations between the Purchaser Buyer and the Seller, shall resolve the allocation of the consideration to any items with respect to which there is a dispute between the parties. Except as Unless otherwise required by Law or pursuant to a “determination” under Section 1313(a) of applicable Law, the Code (or any comparable provision of state, local or foreign Law), Purchaser Buyer and the Seller agree to act, and to cause their respective Affiliates to act, in accordance with the computations and allocations contained in the Closing Allocation Schedule, for all Tax purposes and that neither of them will (or will permit its Affiliates to) take any position inconsistent therewith Schedule in any Tax relevant Returns or similar filings (including IRS Form 8594 any forms or any similar form reports required to be filed under state, local or foreign Lawpursuant to Section 1060 of the Code (the “1060 Forms”)), to cooperate in the preparation of any refund claim1060 Forms, litigationto file such 1060 Forms in the manner required by applicable Law and to not take any position inconsistent with such Allocation Schedule upon examination of any Returns, audit in any litigation or otherwise. The Purchaser and the Seller each agree to provide the other party with any additional information reasonably required to complete and file IRS Form 8594 (or any similar form required to be 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 under this Section 2.7. Where a confidentiality obligation would otherwise prohibit a party from so providing a copy of any such appraisal, such party shall use its commercially reasonable efforts to obtain a waiver of such confidentiality obligations.