Common use of Allocation of the Consideration Clause in Contracts

Allocation of the Consideration. Ashland and Buyer shall cooperate in good faith to mutually agree before Closing to an allocation of the Consideration among Ashland and the Asset Selling Corporations (the “Seller Entity Allocation”). To facilitate such agreement, within fifteen (15) days hereof, the Seller shall provide financial statements with respect to the portion of the Business conducted by Ashland and each Asset Selling Corporations. Within thirty (30) days after the receipt of such financial statements, Buyer shall provide to Ashland a proposed allocation of the Consideration among Ashland and the Asset Selling Corporations. Within thirty (30) days after the receipt of such allocation, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation. Ashland and Buyer shall cooperate in good faith to resolve any disagreements as to the Seller Entity Allocation prior to Closing; provided that reaching such agreement shall not be a condition to Closing. With respect to Ashland and each of the Asset Selling Corporations, within thirty (30) days following Closing, Buyer shall provide to Ashland a proposed allocation of the Consideration among the categories of Conveyed Assets. Within ten (10) days after the receipt of such allocation, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation (the “Asset Allocations”). Buyer’s proposals shall be in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (or similar state or foreign Tax laws) and Buyer and Ashland shall cooperate in good faith to mutually agree to the Asset Allocations. The Seller Entity Allocation and the Asset Allocation shall be adjusted to reflect adjustments to the Purchase Price hereunder. Each of Ashland and the Asset Selling Corporations and their respective Affiliates, on the one hand, and each of Buyer, the Buyer Corporations and their respective Affiliates, on the other, shall (i) be bound by an agreed upon Seller Entity Allocation and the agreed upon Asset Allocations for purposes of determining any Taxes, (ii) prepare and file its Tax Returns on a basis consistent with such allocations and (iii) take no position inconsistent with such allocations on any applicable Tax Return or in any Proceeding before any Governmental Authority or otherwise.

Allocation of the Consideration. Ashland (i) Seller and Buyer shall cooperate allocate the Purchase Price among the Transferred Assets and the Transferred Company Equity Interests (and, where appropriate, the assets of any Transferred Entity) as of the Effective Time in accordance with the allocation set forth in Schedule 2.5(a) (as modified pursuant to this Section 2.5, the “Allocation”) for Tax purposes. (ii) No later than the 45th Business Day prior to the Closing Date, Seller shall prepare and deliver to Buyer a proposed allocation that (A) allocates the Consideration among the Transferred Assets and the Transferred Company Equity Interests (and, where appropriate, the assets of any Transferred Entity) as of the Effective Time separately and on an entity-by-entity, country-by-country and asset-class-by-asset-class basis, (B) is in accordance with Section 1060 of the Code, the regulations promulgated thereunder and any similar, applicable provisions of state, local or foreign law and (C) is consistent in form and substance with the allocation set forth in Schedule 2.5(a), except to the extent reasonably necessary to reflect any Purchase Price adjustments to be made pursuant to Section 2.2(c) and the Estimated Net Working Capital, Estimated Net Indebtedness and Estimated Net Funded Level. (iii) No later than the 10th Business Day following Buyer’s receipt of a proposed allocation pursuant to Section 2.5(a)(ii), Buyer shall deliver to Seller, in writing, any good faith objections to such proposed allocation. If Buyer does not deliver to Seller any such objections pursuant to this Section 2.5(a)(iii), the allocation proposed by Seller pursuant to Section 2.5(a)(ii) shall become the Allocation. If Buyer delivers to Seller any such objections pursuant to this Section 2.5(a)(iii): (A) Buyer and Seller shall negotiate with one another in good faith to mutually agree before Closing to upon an allocation of that is in accordance with Section 2.5(a)(ii)(A), (B) and (C), and any such allocation agreed upon by the Consideration among Ashland and the Asset Selling Corporations (the “Seller Entity Allocation”). To facilitate such agreement, within fifteen (15) days hereof, the Seller shall provide financial statements with respect parties in writing prior to the portion Closing Date shall become the Allocation (it being understood, for the avoidance of the Business conducted by Ashland and each Asset Selling Corporations. Within thirty (30) days after the receipt of such financial statementsdoubt, Buyer shall provide to Ashland a proposed allocation of the Consideration among Ashland and the Asset Selling Corporations. Within thirty (30) days after the receipt of such allocation, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation. Ashland and Buyer shall cooperate in good faith to resolve any disagreements as to the Seller Entity Allocation prior to Closing; provided that reaching such agreement shall not be a condition to Closing. With respect ); and (B) if Buyer and Seller are unable to Ashland and each agree upon an allocation pursuant to clause (A) above, then (1) prior to the Closing Date, the parties hereto shall prepare a written schedule of the Asset Selling Corporations, within thirty (30) days following Closing, Buyer shall provide to Ashland portions of a proposed allocation of the Consideration among that they have agreed upon to date, if any, which schedule shall be final and binding on the categories parties and (2) subject to Section 2.5(c), and to the extent not inconsistent with the Allocation (and the schedule described in clause (1) of Conveyed Assets. Within ten this paragraph (10B), if applicable), each party hereto shall be entitled to use its own allocation of the Consideration as such party deems appropriate. (iv) days Promptly after the receipt date of such allocationthis Agreement, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation (the “Asset Allocations”). Buyer’s proposals shall be in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (or similar state or foreign Tax laws) and Buyer and Ashland Seller shall cooperate negotiate in good faith to agree upon an allocation of the Net Working Capital Target among the Seller Affiliates on a country-by-country or entity-by-entity basis and shall amend Schedule 2.5(a) to reflect any such allocation mutually agree agreed upon by the parties. Buyer and Seller shall allocate the Net Working Capital Target among the Seller Affiliates on an entity-by-entity basis for purposes of the Allocation as determined pursuant to Section 2.5(a)(iii). (i) Subject to Section 2.5(b)(ii) below, the Allocation (and the schedule described in Section 2.5(a)(iii)(B)(1), if applicable) shall be amended on or prior to the Asset AllocationsClosing Date to reflect, to the extent not already reflected, (A) any Purchase Price adjustments made pursuant to Section 2.2(c), (B) any payments made pursuant to Sections 2.3 and 2.4 and (C) any adjustments to the Consideration under this Agreement for Tax purposes not described in clause (A) or (B) of this paragraph (i), in each case in a manner reasonably consistent with the circumstances giving rise to such payments or adjustments (as applicable). (ii) Buyer and Seller shall negotiate with one another in good faith to agree upon the amendments set forth in Section 2.5(b)(i). The If Buyer and Seller Entity are unable to agree upon any such amendment, then (A) except as in accordance with clause (B) of this paragraph (ii), the Allocation shall not be amended pursuant to Section 2.5(b)(i), (B) the parties hereto shall prepare a written schedule of the portions of proposed amendments that they have agreed upon, if any, which schedule shall be final and binding on the parties and (C) subject to Section 2.5(c), and to the extent not inconsistent with the Allocation and the Asset Allocation schedules described in Section 2.5(a)(iii)(B)(1) and in clause (B) of this paragraph (ii), if applicable, each party hereto shall be adjusted entitled to reflect adjustments to amend the Purchase Price hereunder. Each of Ashland and the Asset Selling Corporations and their respective Affiliates, on the one hand, and each of Buyer, the Buyer Corporations and their respective Affiliates, on the other, shall (i) be bound by an agreed upon Seller Entity Allocation and the agreed upon Asset Allocations for purposes of determining any Taxes, (ii) prepare and file its Tax Returns on a basis consistent with as such allocations and (iii) take no position inconsistent with such allocations on any applicable Tax Return or in any Proceeding before any Governmental Authority or otherwiseparty deems appropriate.

Allocation of the Consideration. Ashland (a) Within one hundred twenty (120) days following the determination of the final Price Adjustment Statement and the final Actuary Adjustment Statement pursuant to Section 2.3, Buyer shall cooperate in good faith to mutually agree before Closing to prepare an allocation of the Consideration Purchase Price (and any other relevant amounts) among Ashland the Transferred Assets and the Asset Selling Corporations Transferred Equity Interests (and the assets of any Transferred Company with respect to which an election is made pursuant to Section 338(h)(10) of the Code in accordance with Section 10.10(c)) as of the Effective Time in accordance with the allocation instructions set forth on Exhibit G for U.S. federal (and applicable state and local) income tax purposes, and, to the extent required by applicable Law, for non-U.S. Tax purposes (the “Seller Entity AllocationAllocation Statement”). To facilitate such agreement. (b) If, within fifteen (15) days hereof, the Seller shall provide financial statements with respect to the portion of the Business conducted by Ashland and each Asset Selling Corporations. Within thirty (30) days after the receipt delivery of such financial statementsthe Allocation Statement, Seller notifies Buyer that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall provide to Ashland a proposed allocation of the Consideration among Ashland and the Asset Selling Corporations. Within thirty (30) days after the receipt of such allocation, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation. Ashland and Buyer shall cooperate seek in good faith to resolve any disagreements as to the Seller Entity Allocation prior to Closing; provided that reaching such agreement shall not be a condition to Closing. With respect to Ashland and each of the Asset Selling Corporations, dispute within thirty (30) days following Closingdays. In the event that Buyer and Seller are unable to resolve such dispute within thirty (30) days, Buyer and Seller shall provide to Ashland a proposed allocation of the Consideration among the categories of Conveyed Assets. Within ten (10) days after the receipt of such allocationjointly retain, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation (the “Asset Allocations”). Buyer’s proposals shall be in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (or similar state or foreign Tax laws) and Buyer and Ashland shall cooperate in good faith with a nationally recognized independent public accounting firm as shall be mutually agreed by the Parties (the “Independent Accountant”) to mutually agree to resolve the Asset Allocationsdisputed items. The Seller Entity For the avoidance of doubt, Exhibit G shall be binding upon the Independent Accountant, and in no event shall the Independent Accountant resolve any such dispute in contravention of the instructions set forth on Exhibit G in any respect. Upon resolution of the disputed items, the allocation reflected in the Allocation and the Asset Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses of the Independent Accountant shall be allocated to be paid by Buyer and Seller in inverse proportion as they may each prevail on matters resolved by the Independent Accountant, which proportionate allocations shall also be determined by the Independent Accountant at the time the determination of the Independent Accountant is rendered on the merits of the matters submitted. In the event that Seller notifies Buyer that it accepts the Allocation Statement, or does not notify Buyer of any objections to the Allocation Statement during such thirty- (30) day period, Seller shall be considered to have accepted the accuracy of the Allocation Statement delivered by Buyer. Any adjustments to the Purchase Price hereunder. Each of Ashland shall be reflected in the Allocation Statement in a manner consistent with applicable Tax Law and the Asset Selling Corporations and their respective Affiliatesallocation instructions of Exhibit G as mutually agreed by the Parties (it being understood that no Party will unreasonably withhold, on condition or delay such agreement). (c) The Parties shall file all Tax Returns in a manner consistent with the one handAllocation Statement (including IRS Form 8594), and each no Party shall take any position in any Tax forum that is inconsistent with the Allocation Statement absent a determination (within the meaning of Section 1313(a) of the Code) or the prior written consent of Seller or Buyer, the Buyer Corporations and their respective Affiliates, on the other, shall (i) be bound by an agreed upon Seller Entity Allocation and the agreed upon Asset Allocations for purposes of determining any Taxes, (ii) prepare and file its Tax Returns on a basis consistent with such allocations and (iii) take no position inconsistent with such allocations on any applicable Tax Return or in any Proceeding before any Governmental Authority or otherwiseas applicable.

Allocation of the Consideration. Ashland The Purchaser shall prepare and Buyer deliver to the Sellers, within one hundred twenty (120) days after the Closing, a schedule allocating the Aggregate Consideration among the Purchased Assets (the “Initial Purchase Price Allocation Schedule”). The Initial Purchase Price Allocation Schedule shall cooperate be prepared in good faith to mutually agree before Closing to an allocation and in accordance with applicable provisions of the Consideration among Ashland Code and Treasury Regulations. The Sellers and the Asset Selling Corporations (the “Seller Entity Allocation”). To facilitate such agreement, within fifteen (15) days hereof, the Seller Parties shall provide financial statements with respect to the portion of the Business conducted by Ashland and each Asset Selling Corporations. Within have thirty (30) days after to review and comment on the receipt of Initial Purchase Price Allocation Schedule. The Purchaser shall make such financial statements, Buyer shall provide revisions to Ashland a proposed allocation of the Consideration among Ashland Initial Purchase Price Allocation Schedule as may be reasonably requested by the Sellers and the Asset Selling Corporations. Within thirty Parties and approved by the Purchaser (30) days after the receipt of such allocationwhich schedule, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation. Ashland and Buyer shall cooperate in good faith to resolve any disagreements as to the Seller Entity Allocation prior to Closing; provided that reaching such agreement shall not be a condition to Closing. With respect to Ashland and each of the Asset Selling Corporationsso adjusted (if at all), within thirty (30) days following Closing, Buyer shall provide to Ashland a proposed allocation of the Consideration among the categories of Conveyed Assets. Within ten (10) days after the receipt of such allocation, Ashland shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation (the “Asset AllocationsFinal Purchase Price Allocation Schedule”). Buyer’s proposals The Final Purchase Price Allocation Schedule shall be binding on the Sellers, the Selling Parties and the Purchaser for all Tax purposes. The Sellers and the Purchaser each shall report, act and file Tax Returns (including, but not limited to IRS Form 8594 Asset Acquisition Statement Under Section 1060) consistent with the Final Purchase Price Allocation Schedule, which the parties shall use to report the transactions contemplated by this Agreement to the applicable Taxing Authorities. Neither the Purchaser nor the Sellers shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such Final Purchase Price Allocation Schedule unless required to do so by applicable Law. Each of the Sellers and the Purchaser agrees to promptly provide the other with any other information required to complete Form 8594. The Final Purchase Price Allocation Schedule shall be revised to take into account subsequent adjustments to the Aggregate Consideration, if any, in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder (or similar state or foreign Tax laws) and Buyer and Ashland shall cooperate in good faith to mutually agree to the Asset Allocationsthereunder. The Seller Entity Allocation Purchaser and the Asset Allocation shall be adjusted to reflect adjustments to the Purchase Price hereunder. Each Sellers will notify each other as soon as reasonably practicable of Ashland and the Asset Selling Corporations and their respective Affiliates, on the one hand, and each of Buyer, the Buyer Corporations and their respective Affiliates, on the other, shall (i) be bound any audit adjustment or proposed audit adjustment by an agreed upon Seller Entity Allocation and the agreed upon Asset Allocations for purposes of determining any Taxes, (ii) prepare and file its Tax Returns on a basis consistent with Taxing Authority that affects any such allocations and (iii) take no position inconsistent with such allocations on any applicable Tax Return or in any Proceeding before any Governmental Authority or otherwiseallocation.