Common use of Purchase Price Allocations Clause in Contracts

Purchase Price Allocations. The Parties agree that the Purchase Price (plus other relevant items) shall be allocated in accordance with Section 1060 of the Code among the Transferred Assets for all Tax purposes as shown on the allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Parent and delivered to PHMD within sixty (60) days following the Closing Date. If, within forty-five (45) days after the receipt of the Allocation Schedule by PHMD, PHMD notifies Parent in writing that PHMD objects to one or more items reflected in the Allocation Schedule, PHMD and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent within the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) in a manner consistent with the Allocation Schedule if the Allocation is agreed to (or deemed agreed to), as the case may be pursuant to the procedures set forth in this Section 8.7.

Purchase Price Allocations. (a) The Parties agree that parties shall treat for U.S. federal income tax purposes the purchase and sale of the Interests provided for in Article II as a purchase and sale of all of the assets of the Company and an assumption of all of the liabilities of the Company. The Purchase Price (plus other relevant items) shall be allocated allocated, in accordance with the rules under Section 1060 of the Code Code, and the Treasury regulations thereunder, among the Transferred Assets assets of the Company for all U.S. federal income tax purposes, and the parties agree not to file any Tax Return or otherwise take any position for tax purposes as shown on that is inconsistent with such allocation. (b) The Purchaser shall present a draft of the allocation schedule (the “Allocation ScheduleProposed Allocation”) to the Seller for review within 270 days after the Closing Date, but in no event later than January 1, 2009. Except as provided in Sections 8.6(c) and (d). A draft of the Allocation Schedule shall be prepared by Parent and delivered to PHMD , within sixty (60) 30 days following the Closing Date. If, within forty-five (45) days after the receipt delivery of the Proposed Allocation, the Proposed Allocation Schedule by PHMD, PHMD notifies Parent shall become final and binding. (c) The Seller shall raise any objection to the Proposed Allocation in writing that PHMD objects to one or more items reflected in within 30 days of the Allocation Schedule, PHMD delivery of the Proposed Allocation. The Purchaser and Purchaser the Seller shall negotiate in good faith to resolve any differences for 30 days after delivery of any objection by the Seller. If the Purchaser and the Seller reach written agreement amending the Proposed Allocation, the Proposed Allocation, as amended by such dispute; providedwritten agreement, howevershall become final and binding. (d) If the Purchaser and the Seller cannot mutually agree on the allocation within the 30-day time limit set forth in Section 8.6(c), that if PHMD the Purchaser and Parent are unable the Seller shall submit all remaining disputes to the Independent Accounting Firm for resolution. The Purchaser and the Seller shall use reasonable efforts to cause the Independent Accounting Firm to resolve any dispute such disputes within 20 days of its appointment, and the Independent Accounting Firm’s determination with respect to the Allocation Schedule within thirty (30) days following Parent’s receipt of any such notice of objection, each of Parent disputed item shall be final and PHMD may prepare binding. The fees and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result expenses of the inconsistencies Independent Accounting Firm shall be shared equally between the Separate Allocations. If no written objection is delivered by PHMD to Parent within Purchaser and the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) in a manner consistent with the Allocation Schedule if the Allocation is agreed to (or deemed agreed to), as the case may be pursuant to the procedures set forth in this Section 8.7Seller.

Purchase Price Allocations. The Parties For a period of 90 days following the Closing, Seller and Purchaser shall attempt to agree that on the Purchase Price allocation of the aggregate purchase price among the various classes of the assets purchased pursuant hereto (plus other relevant items) shall be allocated in accordance with as such classes are defined for purposes of Section 1060 of the Code among and the Transferred Assets for all Tax purposes as shown Treasury Regulations thereunder); provided, however, if the parties cannot agree on a mutually satisfactory allocation within such 90 day period, a mutually selected independent accounting firm shall, at Seller’s and Purchaser’s joint expense, determine the appropriate allocation, which determination shall be binding on the allocation schedule (the “Allocation Schedule”)parties. A draft of the Allocation Schedule The parties shall be prepared by Parent and delivered attempt to PHMD cause such independent accounting firm to complete such determination within sixty (60) 90 days following the Closing Date. IfNo later than 30 days prior to the filing thereof, within forty-five Seller and Purchaser each shall deliver to the other party a copy of Internal Revenue Service Form 8594 (45) days after the receipt including, with respect to any portions of the Allocation Schedule purchase price paid by PHMDPurchaser and received by Seller in taxable years following the year in which the Closing occurs, PHMD notifies Parent any supplemental asset acquisition statement on Form 8594 as described in writing that PHMD objects Treasury Regulations Section 1.1060-1(e)(1)(ii)(B)) and any required exhibits thereto, setting forth the allocation as agreed to one by Seller and Purchaser or more items reflected in determined by such independent accounting firm (the Allocation Schedule, PHMD “Allocation”). Seller and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent are unable to resolve any dispute with respect to (i) be bound by the Allocation Schedule within thirty for all Tax purposes; (30ii) days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent within the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and Tax Returns, claims for refundTax refunds and supplemental asset acquisition statements described in the preceding sentence) and information reports in a manner consistent with the Allocation Schedule if Allocation; and (iii) take no position inconsistent with the Allocation is agreed to (in any Tax Return, any proceeding before any Taxing Authority or deemed agreed to), as the case may be otherwise unless required pursuant to a “determination” within the procedures set forth in this meaning of Section 8.71313 of the Code.

Purchase Price Allocations. The Parties agree that the Purchase Price (plus other relevant items) shall be allocated in accordance with Section 1060 of the Code among the Transferred Assets for all Tax purposes as shown on the allocation schedule (the “"Allocation Schedule”"). A draft of the Allocation Schedule shall be prepared by Parent Purchaser and delivered to PHMD within sixty (60) days following the Closing Date. If, within forty-five (45) days after the receipt of the Allocation Schedule by PHMD, PHMD notifies Parent Purchaser in writing that PHMD objects to one or more items reflected in the Allocation Schedule, PHMD and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent Purchaser are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following Parent’s Purchaser's receipt of any such notice of objection, each of Parent Purchaser and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “"Separate Allocation”") in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any no liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent Purchaser within the forty-five (45) day period after PHMD’s 's receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent Purchaser shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) in a manner consistent with the Allocation Schedule if the Allocation is agreed to (or deemed agreed to), as the case may be pursuant to the procedures set forth in this Section 8.79.7. Any adjustments to the Purchase Price pursuant to Section 8.5 shall be allocated in a manner consistent with the Allocation Schedule (if the Allocation Schedule is being used pursuant to the provisions of this Section 9.7).

Purchase Price Allocations. The Parties agree that (a) Parent, Sellers and Purchaser shall allocate the Purchase Price (plus and other relevant itemsamounts) shall be allocated among the Shares for Tax purposes in accordance with Section 1060 of the Code among the Transferred Assets for all Tax purposes as shown on the allocation schedule Schedule IV (the “Allocation ScheduleShares Allocation”). A draft The Shares Allocation shall be appropriately revised for any adjustments to the Purchase Price under this Agreement (including pursuant to Section 2.7). (b) Purchaser shall prepare a schedule setting forth the proposed fair market values of the Allocation Schedule shall be prepared by assets of each U.S. Company with respect to which the parties agree to make a joint Section 338(h)(10) Election pursuant to Section 7.10 (or that has been converted to a limited liability company pursuant to Section 5.17(b)) (the “Asset Valuation”) and deliver it to Parent and delivered to PHMD within sixty (60) days following the Closing Datedate that the Final Working Capital and Net Indebtedness Statement becomes final and binding (or such shorter period otherwise required by applicable Law), for review and approval. If, within forty-five Purchaser shall provide Parent promptly upon request with such additional information reasonably requested by Parent relating to the proposed Asset Valuation. Parent shall have thirty (4530) days after the receipt later of the Allocation Schedule delivery of (i) the proposed Asset Valuation or (ii) any additional information requested by PHMDParent pursuant to this Section 2.8(b) (such later date, PHMD notifies the “Parent Objection Period”), to object in writing that PHMD writing, and if it does not object within such period, Parent shall be deemed to have accepted the proposed Asset Valuation and it shall become final on the day after the expiration of the Parent Objection Period. If Parent objects to one or more items reflected the proposed Asset Valuation, it shall deliver written notice of such objection within the Parent Objection Period, setting forth in reasonable detail the Allocation Schedule, PHMD and Purchaser basis for such objection. The parties thereafter shall negotiate in good faith to resolve such any differences regarding the Asset Valuation and if they cannot agree in fifteen (15) days after Parent’s delivery of a written objection to Purchaser, the matters in dispute (but only the matters in dispute; provided, however, that if PHMD ) shall be submitted to the Independent Accounting Firm for resolution. The Independent Accounting Firm shall resolve the dispute solely on the basis of presentations by the parties and not by independent review and shall issue a written decision as to the disputed matters within fifteen (15) days after submission of the matter to the Independent Accounting Firm and its decision shall be final and binding on the parties. The costs of the Independent Accounting Firm shall be borne by Purchaser and Parent are unable equally. (c) Neither Parent, Sellers, Purchaser nor their respective Affiliates shall file any Tax Return (including IRS Forms 8883) or otherwise take, or agree to resolve take, any dispute position on any Tax Return that is inconsistent with (i) the Shares Allocation pursuant to Section 2.8(a) or the Asset Valuation as finally agreed to by the parties or resolved by the Independent Accounting Firm pursuant to Section 2.8(b) (such allocations, the “Final Allocations”), except to the extent otherwise required pursuant to a “determination” as defined in Section 1313(a) of the Code (or any similar provision of state, local or foreign Law); provided that nothing contained herein shall prevent Parent, Sellers, Purchaser or any of their respective Affiliates from settling any proposed deficiency or adjustment by any Governmental Entity based upon or arising out of the Final Allocations, and neither Parent, Sellers, Purchaser nor their respective Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by a Governmental Entity challenging such Final Allocations. Parent and Sellers, on the one hand, and Purchaser, on the other hand, shall promptly notify each other in the event of an examination, audit or other proceeding regarding the Final Allocations. Any indemnity payment under this Agreement that is treated as an adjustment to the purchase price for Tax purposes pursuant to Section 7.9 shall be allocated to the purchase price of the Transferred Company to which (or the Transferred Company with respect to the Allocation Schedule within thirty (30whose Subsidiary) days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent within the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) in a manner consistent with the Allocation Schedule if the Allocation is agreed to (or deemed agreed to), as the case may be pursuant to the procedures set forth in this Section 8.7indemnity payment relates.

Purchase Price Allocations. The Parties agree that (i) At least seven days prior to the Purchase Price (plus other relevant items) Closing Date, Purchaser shall be allocated in accordance provide Seller with Section 1060 an estimate of the Code allocation of the total consideration (including liabilities assumed) among the Transferred Assets Assets, with a single number for all Tax purposes as shown on of the allocation schedule Transferred Assets of Seller. This estimate will be used at the Closing (including, if necessary, for the “Allocation Schedule”payment of any applicable Transfer Taxes). A draft of the Allocation Schedule If Seller does not agree with such estimate, Seller and Purchaser shall be prepared by Parent and delivered use good faith efforts to PHMD within sixty (60) days following agree on an estimate prior to the Closing Date. IfIf the parties cannot agree on such estimate prior to the Closing Date, Purchaser’s estimate will be used for allocating the total consideration pursuant to this Agreement at the Closing. (ii) Without regard to the estimate determined pursuant to Section 10.1(b)(i), within forty-five (45) 60 days after the receipt determination of the Final Purchase Price, Purchaser shall provide Seller a proposed allocation (the Allocation) of the total consideration (including liabilities assumed and any other amounts required to be taken into account under applicable Law) among the Transferred Assets, as well as with a single amount for all of the Transferred Assets of Seller. The Allocation will be supported by a valuation report from a nationally recognized appraiser selected by Purchaser (the Valuation Firm). The valuation report provided by the Valuation Firm shall be modified, as appropriate, by the Valuation Firm to reflect any adjustments in the total consideration made following the Closing in accordance with this Agreement. The Allocation will become final and binding 20 days after Purchaser provides the Allocation to Seller, unless Seller objects on the grounds that there is no reasonable basis for the Allocation (in which case, Seller shall propose an allocation). If the parties cannot agree on the Allocation, each party shall be entitled to use its own valuation. (iii) If the parties agree on the Allocation or the Allocation becomes final and binding pursuant to the penultimate sentence of Section 10.1(b)(ii), Seller (and its Affiliates) and Purchaser (and its Affiliates) agree to file all Tax Returns consistent with the final version of the Allocation Schedule described in Section 10.1(b)(ii) unless otherwise required to do so by PHMD, PHMD notifies Parent in writing that PHMD objects to one or more items reflected in the Allocation Schedule, PHMD and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent within the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) in a manner consistent with the Allocation Schedule if the Allocation is agreed to (or deemed agreed to), as the case may be pursuant to the procedures set forth in this Section 8.7applicable Law.

Purchase Price Allocations. The Parties agree that the Purchase Price (plus other relevant items) shall be allocated among the (i) Sites, (ii) the Facility, (iii) the various items of equipment and personal property included in the Assets, (iv) the other Assets and (v) the Land Newco Shares and Pipeline Newco Shares in the manner and in accordance with Section 1060 of the Code among the Transferred Assets for all Tax purposes as shown on the allocation schedule respective values set forth in SCHEDULE 3.6. Within ten (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Parent and delivered to PHMD within sixty (60) days following the Closing Date. If, within forty-five (4510) days after the receipt execution and delivery of the Allocation Schedule this Agreement by PHMDBuyers and Seller, PHMD notifies Parent in writing that PHMD objects to one or more items reflected in the Allocation Schedule, PHMD and Purchaser Buyers shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and deliver to Seller a proposed SCHEDULE 3.6 setting forth the foregoing allocations of the Purchase Price. The allocations of the Purchase Price in SCHEDULE 3.6 shall be in sufficient detail to permit the determination and calculation of all sales, use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocationsimilar Taxes, a “Separate Allocation”) if any, which may be due on portions of the Assets in connection with this transaction. The allocations of the preparation Purchase Price in the SCHEDULE 3.6 prepared and filing delivered by Buyers shall be subject to Seller's approval, which approval will not be unreasonably withheld, conditioned or delayed. Upon the approval by Seller and Buyers of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority SCHEDULE 3.6 pursuant to the extent that such Tax arises as foregoing, said approved SCHEDULE 3.6 shall be attached to and incorporated in this Agreement for all purposes. If any adjustment is made to the Purchase Price pursuant to Section 3.3 or 3.5, a result corresponding adjustment shall be made to the portion(s) of the inconsistencies between Purchase Price allocated to the Separate Allocations. If no written objection is delivered by PHMD to Parent within affected Asset(s) in the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the PartiesSCHEDULE 3.6. The Parties shall file (and shall cause their Affiliates to file) all not take a federal or state Tax Returns (including amended returns and claims for refund) in a manner consistent reporting position inconsistent with the Allocation Schedule if the Allocation is agreed to (or deemed agreed to), as the case may be pursuant to the procedures allocations set forth in this Section 8.7on SCHEDULE 3.6.

Purchase Price Allocations. The Parties agree that (i) Within ninety (90) days after the Final Net Working Capital is finally determined pursuant to Section 2.6 Buyer shall deliver to Seller an allocation schedule (the “Asset Purchase Allocation Schedule”) allocating the Purchase Price (plus together with the Company Assumed Liabilities and other relevant itemsamounts required to be treated as part of the purchase price for U.S. federal income tax purposes) shall be allocated among the Assets (and the Subsidiary Stock) in accordance with Section 1060 of the Code among and the Transferred Assets for all Tax purposes as shown on Treasury Regulations promulgated thereunder. (ii) Within ninety (90) days after the Final Net Working Capital is finally determined pursuant to Section 2.6, Buyer shall deliver to Seller an allocation schedule (the “Section 338 Allocation Schedule”) allocating the “aggregate deemed sales price” and the “adjusted grossed-up basis” (as defined under applicable Treasury Regulations) that results from the Section 338(h)(10) Elections among the assets of the Acquired Subsidiary in accordance with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder. (iii) Each of the Asset Purchase Allocation Schedule and the Section 338 Allocation Schedule (each, an “Allocation Schedule,” and collectively, the “Allocation Schedules”) delivered by Buyer shall become final and binding upon Buyer and Seller on the fifteenth (15th) day following the date that such Allocation Schedule was delivered by Buyer to Seller, unless prior to such date Seller notifies Buyer of any reasonable objections to such Allocation Schedule (an “Allocation Schedule Notice of Disagreement”). A draft An Allocation Schedule Notice of Disagreement shall specifically set forth all of Seller’s disputed items to the applicable Allocation Schedule, together with Seller’s proposed changes thereto, including an explanation in reasonable detail of the basis on which Seller proposes such changes. If Seller has delivered a timely Allocation Schedule Notice of Disagreement with respect to an Allocation Schedule, then Buyer and Seller shall use their good faith efforts to reach agreement on the disputed items to determine the final and binding Allocation Schedule. If all of Seller’s disputed items with respect to an Allocation Schedule have not been resolved by Buyer and Seller by the thirtieth (30th) day following the date that Buyer receives the Allocation Schedule Notice of Disagreement with respect to such Allocation Schedule, then the items that are still disputed shall be submitted to binding arbitration to be determined by the Arbiter. The Arbiter’s determination of the disputed issues shall in no event be more favorable to Buyer than reflected on such Allocation Schedule as proposed by Buyer or more favorable to Seller than reflected in the proposed changes to such Allocation Schedule delivered by Seller in the Allocation Schedule Notice of Disagreement. Following the determination by the Arbiter, such Allocation Schedule shall be prepared by Parent and delivered revised to PHMD within sixty (60) days following include the Closing Date. If, within forty-five (45) days after the receipt determination of the Arbiter on the disputed issues, and such revised Allocation Schedule shall be final and binding upon Buyer and Seller. The fees and expenses of any such arbitration shall be borne fifty percent (50%) by PHMDBuyer and fifty percent (50%) by Seller. (iv) Any adjustment of the Purchase Price, PHMD notifies Parent in writing that PHMD objects and to one any other items of consideration, cost or more items reflected expense taken into account in the Allocation ScheduleSchedules for U.S. federal income tax purposes, PHMD and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may will be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent within the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) allocated in a manner consistent with the Allocation Schedule if Schedules that has become final and binding pursuant to this Section 7.10(j). Except as otherwise required by applicable Law, (A) each of Buyer and Seller shall, and shall cause each of its Affiliates, to report, act and file all Tax Returns in all respects and for all purposes consistent with the Allocation is agreed Schedules determined to (or deemed agreed tobe final and binding pursuant to this Section 7.10(j), as the case may be pursuant to the procedures set forth in this Section 8.7and (B) each of Buyer and Seller will not, and will not permit of any of its Affiliates to, take any position that is inconsistent with such final and binding Allocation Schedules.

Purchase Price Allocations. The Parties agree that (i) Within ninety (90) days after the Final Net Working Capital is finally determined pursuant to Section 2.6 Buyer shall deliver to Seller an allocation schedule (the "Asset Purchase Allocation Schedule") allocating the Purchase Price (plus together with the Company Assumed Liabilities and other relevant itemsamounts required to be treated as part of the purchase price for U.S. federal income tax purposes) shall be allocated among the Assets (and the Subsidiary Stock) in accordance with Section 1060 of the Code among and the Transferred Assets for all Tax purposes as shown on Treasury Regulations promulgated thereunder. (ii) Within ninety (90) days after the Final Net Working Capital is finally determined pursuant to Section 2.6, Buyer shall deliver to Seller an allocation schedule (the “'section 338 Allocation Schedule”") allocating the "aggregate deemed sales price" and the "adjusted grossed-up basis" (as defined under applicable Treasury Regulations) that results from the Section 338(h)(10) Elections among the assets of the Acquired Subsidiary in accordance with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder. (iii) Each of the Asset Purchase Allocation Schedule and the Section 338 Allocation Schedule (each, an "Allocation Schedule," and collectively, the "Allocation Schedules") delivered by Buyer shall become final and binding upon Buyer and Seller on the fifteenth (15th) day following the date that such Allocation Schedule was delivered by Buyer to Seller, unless prior to such date Seller notifies Buyer of any reasonable objections to such Allocation Schedule (an "Allocation Schedule Notice of Disagreement"). A draft An Allocation Schedule Notice of Disagreement shall specifically set forth all of Seller's disputed items to the applicable Allocation Schedule, together with Seller's proposed changes thereto, including an explanation in reasonable detail of the basis on which Seller proposes such changes. If Seller has delivered a timely Allocation Schedule Notice of Disagreement with respect to an Allocation Schedule, then Buyer and Seller shall use their good faith efforts to reach agreement on the disputed items to determine the final and binding Allocation Schedule. If all of Seller's disputed items with respect to an Allocation Schedule have not been resolved by Buyer and Seller by the thirtieth (30th) day following the date that Buyer receives the Allocation Schedule Notice of Disagreement with respect to such Allocation Schedule, then the items that are still disputed shall be submitted to binding arbitration to be determined by the Arbiter. The Arbiter's determination of the disputed issues shall in no event be more favorable to Buyer than reflected on such Allocation Schedule as proposed by Buyer or more favorable to Seller than reflected in the proposed changes to such Allocation Schedule delivered by Seller in the Allocation Schedule Notice of Disagreement. Following the determination by the Arbiter, such Allocation Schedule shall be prepared by Parent and delivered revised to PHMD within sixty (60) days following include the Closing Date. If, within forty-five (45) days after the receipt determination of the Arbiter on the disputed issues, and such revised Allocation Schedule shall be final and binding upon Buyer and Seller. The fees and expenses of any such arbitration shall be borne fifty percent (50%) by PHMDBuyer and fifty percent (50%) by Seller. (iv) Any adjustment of the Purchase Price, PHMD notifies Parent in writing that PHMD objects and to one any other items of consideration, cost or more items reflected expense taken into account in the Allocation ScheduleSchedules for U.S. federal income tax purposes, PHMD and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may will be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent within the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) allocated in a manner consistent with the Allocation Schedule if Schedules that has become final and binding pursuant to this Section 7.10(j). Except as otherwise required by applicable Law, (A) each of Buyer and Seller shall, and shall cause each of its Affiliates, to report, act and file all Tax Returns in all respects and for all purposes consistent with the Allocation is agreed Schedules determined to (or deemed agreed tobe final and binding pursuant to this Section 7.10(j), as the case may be pursuant to the procedures set forth in this Section 8.7and (B) each of Buyer and Seller will not, and will not permit of any of its Affiliates to, take any position that is inconsistent with such final and binding Allocation Schedules.

Purchase Price Allocations. (a) The Parties agree that consideration for -------------------------- the Transactions (the "Purchase Price") is the sum of the Polyols Business -------------- Purchase Price and the PO Purchase Price. The Purchase Price is $2,450,000,000. The allocation of the Purchase Price among the payments required by Sections 2.01 through 2.03 is set forth on Appendix B, subject to Sections 2.04(b), (plus other relevant itemsc), (d) shall be allocated in accordance with Section 1060 and (e). (b) Lyondell and Bayer have agreed to an initial allocation of the Code among Purchase Price set forth in Appendix B between the Transferred Assets for all Tax purposes as shown on Polyols Business Purchase Price and the allocation schedule sum of (1) the “Allocation Schedule”Bayer PO Partnership Payment Amount; (2) the Bayer PO Technology Partnership Payment Amount; and (3) the Bayer 300 Million Pound PO Option Payment Amount (such sum being the "PO Purchase Price"). A draft of the Allocation Schedule shall be prepared by Parent and delivered to PHMD within sixty (60) days following At any time on ----------------- or after the Closing Date. If, within forty-five but no later than ninety (4590) days after the receipt of Closing Date, either Lyondell or Bayer may request an adjustment to such initial allocation based upon further appraisal information sharing among the Allocation Schedule by PHMDParties, PHMD notifies Parent in writing including an adjustment to reflect Closing Working Capital. To the extent that PHMD objects to one or more items reflected in the Allocation Schedule, PHMD Lyondell and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent Bayer are unable to resolve agree to any dispute requested adjustment, Lyondell and Bayer shall select an independent appraisal firm that, in consultation with respect the Parent Parties and their respective consultants, shall make a final determination of the allocation of Purchase Price between the Polyols Business Purchase Price and the PO Purchase Price consistent with Applicable Law. (c) Lyondell and Bayer have further agreed to an initial allocation of the PO Purchase Price among the PO component payment amounts on Appendix B. At any time on or after the Closing Date, but no later than ninety (90) days after the Closing Date, either Lyondell or Bayer may request adjustments to the Allocation Schedule within thirty (30allocation among such components, including but not limited to adjustments necessitated by reason of adjustments under Section 2.04(b) days following Parent’s receipt of above. If Lyondell and Bayer are unable to agree to any such notice of objectionrequested adjustment under this Section 2.04(c), each of Parent Lyondell and PHMD may prepare and Bayer shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocationselect an independent appraisal firm that, a “Separate Allocation”) in connection consultation with the preparation Parent Parties and filing their respective consultants, shall make a final determination of all Tax Returnsthe allocation of PO Purchase Price, as adjusted pursuant to Section 2.04(b), among the PO component payment amounts consistent with Applicable Law. (d) The independent appraisal firm shall be selected by agreement of Lyondell and neither Bayer from a list of nationally recognized, independent appraisers nominated by each Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to Party. In the event that either Parent or PurchaserParty fails to nominate a nationally recognized, for any Taxes that may be imposed by any Taxing Authority to independent appraiser then the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent within the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and other Party's separate appraiser shall be selected. Any determinations of such independent or separate appraisal firm, as the case may be, made under Section 2.04(b) and (c) shall be conclusive and binding upon the Partiesas to Lyondell and Bayer and their respective Affiliates. The Parties Lyondell and Bayer and their respective Affiliates shall file (and shall cause all their Affiliates to file) all Tax Returns (including amended returns and claims for refund) in a manner consistent with the Allocation Schedule if the Allocation is agreed to any agreements and determinations made under this Section 2.04. (e) Lyondell and Bayer shall pay, on a 50/50 basis, all fees and expenses of any independent appraisal firm selected under Sections 2.04(b) or deemed agreed to(c), as the case may be pursuant to the procedures set forth in this Section 8.7if any. Lyondell and Bayer shall solely bear all costs of their respective consultants.

Purchase Price Allocations. The Parties agree As promptly as practicable following the date hereof, Sellers and Purchaser shall jointly engage the Valuation Firm to determine, and shall use their reasonable best efforts to cause the Valuation Firm to determine prior to the Closing Date, the amount of the anticipated As-Adjusted Amount that the Purchase Price (plus other relevant items) shall would be allocated in accordance with Section 1060 to the equity interests of Prairie LLC and any assets owned thereby (the “Prairie Allocation Amount”), which Prairie Allocation Amount shall not exceed $430,000,000. Following the determination of the Code Prairie Allocation Amount by the Valuation Firm, Sellers may amend the Reorganization Plan with respect to the pre-Closing transactions involving Prairie LLC; provided that such amendment shall not cause the Sellers to hold collectively less than all of the equity interests of Prairie LLC and shall not adversely affect the Purchaser and its Subsidiaries (including by decreasing Purchaser’s tax basis in Prairie LLC or any assets owned by Prairie LLC), as of immediately following the Closing. Within 120 days after Closing, Purchaser shall engage the Valuation Firm to prepare an allocation of the As-Adjusted Amount and any assumed liabilities, for tax purposes, among the Securities and the assets of the Transferred Assets for all Tax purposes as shown on the allocation schedule Group (the “Allocation Schedule”). A draft of the ) and shall deliver such Allocation Schedule to Sellers; provided that the aggregate amount allocated to the equity interests of Prairie LLC and any assets owned thereby shall be prepared by Parent the Prairie Allocation Amount. Sellers shall have the opportunity to review and delivered to PHMD within sixty (60) days following the Closing Date. If, within forty-five (45) days after the receipt of the Allocation Schedule by PHMD, PHMD notifies Parent in writing that PHMD objects to one or more items reflected in comment upon the Allocation Schedule, PHMD and Sellers and Purchaser shall negotiate will attempt in good faith to resolve such dispute; provided, however, that if PHMD and Parent are unable to resolve any dispute with respect to agree upon the Allocation Schedule within thirty (30) 90 days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent within the forty-five (45) day period after PHMD’s receipt delivery of the Allocation Schedule, . If Sellers and Purchaser are unable to agree on the Allocation Schedule as prepared by Parent within such 90-day period, they shall deemed promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. All fees and expenses relating to the work, if any, to be accepted performed by PHMD and the Independent Accounting Firm shall be borne equally by Sellers on the one hand, and Purchaser on the other hand. The Allocation Schedule, as agreed by the Parties or determined by the Independent Accounting Firm, as applicable (the “Final Allocation Schedule”), shall be conclusive and binding upon the on all Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) in a manner consistent with the Final Allocation Schedule if the Allocation is agreed to (or deemed agreed to)shall be adjusted, as the case may be pursuant necessary, to reflect any subsequent adjustments to the procedures set forth As-Adjusted Amount. Any such adjustment shall be allocated to the asset or assets (if any) to which such adjustment is attributable; provided that, to the extent there are no such assets, such adjustment shall be allocated pro rata among the Securities, with any amount allocated to the equity interests of NewCo and Prairie LLC being further allocated pro rata among all of the assets of the Transferred Group. Except as provided in this Section 8.72.5, Sellers and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns in accordance with the Final Allocation Schedule, if any. None of Sellers, Purchaser or any of their respective Affiliates shall take any position inconsistent with the Final Allocation Schedule, if any, on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law).

Purchase Price Allocations. The Parties agree that the Purchase Price (plus other relevant items) shall be allocated in accordance with Section 1060 of the Code among the Transferred Assets for all Tax purposes as shown on the allocation schedule (the “Allocation Schedule”). A draft of the Allocation Schedule shall be prepared by Parent Purchaser and delivered to PHMD within sixty (60) days following the Closing Date. If, within forty-five (45) days after the receipt of the Allocation Schedule by PHMD, PHMD notifies Parent Purchaser in writing that PHMD objects to one or more items reflected in the Allocation Schedule, PHMD and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent Purchaser are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following ParentPurchaser’s receipt of any such notice of objection, each of Parent Purchaser and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any no liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent Purchaser within the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent Purchaser shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) in a manner consistent with the Allocation Schedule if the Allocation is agreed to (or deemed agreed to), as the case may be pursuant to the procedures set forth in this Section 8.79.7. Any adjustments to the Purchase Price pursuant to Section 8.5 shall be allocated in a manner consistent with the Allocation Schedule (if the Allocation Schedule is being used pursuant to the provisions of this Section 9.7).

Purchase Price Allocations. The Parties agree that (a) Within one hundred eighty (180) days after the Purchase Price (plus other relevant items) Closing, Buyer shall be allocated in accordance with Section 1060 of the Code among the Transferred Assets for all Tax purposes as shown on the deliver to Allholdco an allocation schedule (the “Section 338 Allocation Schedule”) allocating the “aggregate deemed sales price” and the “adjusted grossed-up basis” (as defined under applicable Treasury Regulations) that results from the Section 338(h)(10) Elections among the assets of Charleston TV in accordance with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder. (b) The Section 338 Allocation Schedule (the “Allocation Schedule,”) delivered by Buyer shall become final and binding upon Buyer and Allholdco on the thirtieth (30th) day following the date that such Allocation Schedule was delivered by Buyer to Allholdco, unless prior to such date Allholdco notifies Buyer of any reasonable objections to such Allocation Schedule (an “Allocation Schedule Notice of Disagreement”). A draft An Allocation Schedule Notice of Disagreement shall specifically set forth all of Allholdco’s disputed items to the applicable Allocation Schedule, together with Allholdco’s proposed changes thereto, including an explanation in reasonable detail of the basis on which Allholdco proposes such changes. If Allholdco has delivered a timely Allocation Schedule Notice of Disagreement with respect to an Allocation Schedule, then Buyer and Allholdco shall use their good faith efforts to reach agreement on the disputed items to determine the final and binding Allocation Schedule. If all of Allholdco’s disputed items with respect to an Allocation Schedule have not been resolved by Buyer and Allholdco by the sixtieth (60th) day following the date that Buyer receives the Allocation Schedule Notice of Disagreement with respect to such Allocation Schedule, then the parties shall be prepared by Parent have no further obligation under this Section 11.10(b), and delivered each party shall make its own determination of such allocation with respect to PHMD within sixty such disputed items. (60c) days following the Closing Date. If, within forty-five (45) days after the receipt Any adjustment of the Allocation Schedule by PHMDPurchase Price, PHMD notifies Parent in writing that PHMD objects and to one any other items of consideration, cost or more items reflected expense taken into account in the Allocation ScheduleSchedules for U.S. federal income tax purposes, PHMD and Purchaser shall negotiate in good faith to resolve such dispute; provided, however, that if PHMD and Parent are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days following Parent’s receipt of any such notice of objection, each of Parent and PHMD may prepare and shall use (and shall cause its Affiliates to use) its own separate purchase price allocation (each such allocation, a “Separate Allocation”) in connection with the preparation and filing of all Tax Returns, and neither Parent nor Purchaser shall have any liability to PHMD, and PHMD shall have no liability to either Parent or Purchaser, for any Taxes that may will be imposed by any Taxing Authority to the extent that such Tax arises as a result of the inconsistencies between the Separate Allocations. If no written objection is delivered by PHMD to Parent within the forty-five (45) day period after PHMD’s receipt of the Allocation Schedule, the Allocation Schedule as prepared by Parent shall deemed to be accepted by PHMD and shall be shall be conclusive and binding upon the Parties. The Parties shall file (and shall cause their Affiliates to file) all Tax Returns (including amended returns and claims for refund) allocated in a manner consistent with the Allocation Schedule if Schedules that has become final and binding pursuant to this Section 11.10. Except as otherwise required by applicable Law, (i) each of Buyer and Allholdco shall, and shall cause each of its Affiliates, to report, act and file all Tax Returns in all respects and for all purposes consistent with the Allocation is agreed Schedules determined to (or deemed agreed to), as the case may be final and binding pursuant to the procedures set forth in this Section 8.7.11.10 and