Common use of Allocation of Consideration Clause in Contracts

Allocation of Consideration. In addition to the allocation of the Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article II, and any other applicable consideration (the “Allocable Amount”) in accordance with the requirements of Section 1060 of the Code (and the regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes shall be consistent with the allocation of the Purchase Price as contemplated by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the Code. If Seller and Purchaser have not agreed on the allocation within 90 calendar days after the date on which the Final Closing Statement become final and binding on the parties pursuant to Section 2.09(f), then Purchaser and Seller shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser and Seller will each deliver to the other and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with such Final Allocation). One-half of all fees, costs and expenses of retaining the Independent Accountant shall be borne by Seller and one-half of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employees.

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

Allocation of Consideration. In addition to The Purchase Price and those Assumed Liabilities and other items included in “consideration” for purposes of Code section 1060 (the allocation “Section 1060 Consideration”) shall be allocated among the Purchased Assets based on their fair market values, in compliance with Code section 1060 and the Treasury Regulations thereunder, in accordance with this Section 1.5 (such allocation, the “Allocation”). For purposes of calculating the Section 1060 Consideration, the amounts, as of the Closing Date, of the accounts payable, accrued expenses and other liabilities included in the Assumed Liabilities shall equal the amounts thereof shown on the Final Post-Closing Net Working Capital Statement. For purposes of the Allocation, the parties agree that, as of the Closing Date: (a) the aggregate fair market value of the Company’s property, plant and equipment is $250,000; (b) the aggregate fair market value of the items included in the Company’s Net Working Capital shall equal the aggregate amount thereof shown on the Final Post-Closing Net Working Capital Statement; and (c) the remainder of the Purchase Price contemplated by Article IIshall be allocated to goodwill. As soon as reasonably practicable after determination of the Final Post-Closing Net Working Capital Statement pursuant to Section 1.10(c), Seller and the Purchaser shall further allocate prepare and deliver to the Purchase PriceCompany a proposed Allocation (the “Draft Allocation”). The Company may notify the Purchaser in writing of any objections to the Draft Allocation within fifteen (15) days after receipt thereof, which notice shall include reasonable detail of the nature of each disputed item; provided, however, that the basis for dispute shall not include any objection to the methodology used to calculate the Section 1060 Consideration and the fair market values of the Company’s property, plant and equipment and items included in the Company’s Current Assets, as finally determined pursuant described above. If the Company does not provide such notice within such fifteen (15) day period, the Draft Allocation shall conclusively be deemed the “Final Allocation”, which shall be final and binding upon all parties hereto and shall not be subject to Article IIdispute or review. If the Company provides such notice within such fifteen (15) day period to the Draft Allocation, then for a period of up to fifteen (15) days after the Purchaser’s receipt of the objection notice, the Purchaser and the Company shall use good faith commercially reasonable efforts to resolve any dispute, and if all disputed items are so resolved, the Draft Allocation shall be revised to reflect such resolution and shall become the Final Allocation. If the parties are unable to resolve all disputed items within such fifteen (15) day period, they shall submit only those disputed items that have not been resolved by the parties to the Independent Accountants (as defined below) for resolution. The Independent Accountants’ determination as to each disputed item shall be final and binding upon all parties hereto, and the Draft Allocation shall be revised in accordance with the Independent Accountants’ determination and shall become the Final Allocation. The fees and expenses of the Independent Accountants in performing their determination under this Section 1.5 shall be borne one-half (1/2) by the Purchaser and one-half (1/2) by the Company and the Stockholders, jointly and severally. Within fifteen (15) days after the Draft Allocation becomes the Final Allocation, the Purchaser shall prepare and deliver to the Company IRS Form 8594 and any required exhibits thereto, and any other similar forms required under applicable consideration state, local or foreign Tax Law, which shall conform with the Final Allocation, and both the Company and the Purchaser shall timely file: (a) such Form 8594 with the “Allocable Amount”) IRS in accordance with the requirements of Section 1060 Code section 1060; and (b) such other forms with the applicable Governmental Entity in accordance with the requirements of the Code (and applicable Tax Law. Any subsequent adjustment to the regulations promulgated thereunder) consideration paid for all Tax purposes; provided that such allocation for Tax purposes shall be consistent with the allocation of Purchased Assets, including any adjustment to the Purchase Price as contemplated by Article II. As soon as practicable following described in Section 1.10 or Section 7.11, shall be reflected in an amended Final Allocation and amended Form 8594 (and amended applicable state, local or foreign forms) that the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller Purchaser shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the Code. If Seller and Purchaser have not agreed on the allocation within 90 calendar days after the date on which the Final Closing Statement become final and binding on the parties pursuant to Section 2.09(f), then Purchaser and Seller shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser and Seller will each deliver to the other and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocationsCompany. Within 30 days after receipt thereofThe Company, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller Stockholders and the parties will reportPurchaser shall, and will shall cause their respective Affiliates to to, report, act and file Tax Returns in all respects and for all purposes consistent with the federalFinal Allocation. The Company, statethe Stockholders and the Purchasers shall not, local and other Tax consequences of the transactionsshall cause their respective Affiliates not to, including the filing of Internal Revenue Service Form 8594take any position, whether on audit, in a manner consistent Tax Returns or otherwise, that is inconsistent with such the Final Allocation). One-half of all fees, costs and expenses of retaining the Independent Accountant shall be borne Allocation unless required to do so by Seller and one-half of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employeesapplicable Law.

Allocation of Consideration. In addition to All amounts constituting consideration within the allocation of the Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article IImeaning of, and any other applicable consideration (for the “Allocable Amount”) in accordance with the requirements of purposes of, Section 1060 of the Code (and the regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes thereunder shall be consistent with allocated among the allocation of assets related to the Purchase Price Business and any other rights acquired by the Buyer hereunder, as contemplated applicable, in the manner required by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the CodeCode and the regulations thereunder and all applicable laws. If Seller and Purchaser have not agreed on the allocation within 90 Within sixty (60) calendar days after the date on which Closing Date, the Final Closing Statement Buyer shall provide the Parent with a proposed schedule (the “Allocation Schedule”) allocating all such amounts as provided herein. The Allocation Schedule shall become final and binding on the parties pursuant to Section 2.09(f), then Purchaser and Seller shall each have hereto fifteen (15) calendar days after the right to deliver notice Buyer provides such schedule to the other party of its intent to refer Parent, unless the matter for resolution Parent objects in writing to the Independent Accountant. Purchaser and Seller will each deliver to the other and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereofBuyer, the Independent Accountant will deliver the allocation schedule and provide a written description of specifying the basis for its determination objection and preparing an alternative allocation. If the Parent does object, the Parent and the Buyer shall in good faith attempt to resolve the dispute within fifteen (15) calendar days of written notice to the Buyer of the allocations therein (Parent’s objection. Any such allocations, whether agreed resolution shall be final and binding on the parties hereto. Any unresolved disputes shall be promptly submitted to by Purchaser and Seller or determined by the Independent Accountant KPMG (the “Final AllocationAccounting Arbitrator”) shall be finalfor determination, with such determination being final and binding and conclusive on Purchaser and Seller the parties hereto. The Parent and the parties Buyer will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences each pay one-half of the transactionsfees and expenses of the Accounting Arbitrator. The Parent and the Buyer shall cooperate with each other and the Accounting Arbitrator in connection with the matters contemplated by this Section 1.5(b), including including, without limitation, by furnishing such information and access to books, records (including, without limitation, accountants work papers), personnel and properties as may be reasonably requested. Each of the filing of Internal Revenue Service parties hereto agrees to (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594, 8594 (and all supplements thereto) in a manner consistent with such Final Allocation)the Allocation Schedule as finalized and (b) act in accordance with the Allocation Schedule for all tax purposes. OneThe parties hereto will revise the Allocation Schedule to the extent necessary to reflect any post-half Closing payment made pursuant to or in connection with this Agreement. In the case of all feesany payment referred to in the preceding sentence, costs the Buyer shall propose a revised Allocation Schedule, and expenses of retaining the Independent Accountant parties hereto shall be borne by Seller follow the procedures outlined above with respect to review, dispute and one-half resolution in respect of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employeesrevision.

Allocation of Consideration. Seller and Buyer agree to cooperate in good faith to determine reasonable allocation of the Purchase Price among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. On or prior to the date ninety (90) days after the Closing Date, Buyer shall provide to the Sellers Representative Buyer’s proposed allocation of the Purchase Price. Within thirty (30) days after the receipt of such allocation, the Sellers Representative shall propose to Buyer any changes to such allocation or otherwise shall be deemed to have agreed with such allocation. The Sellers Representative and Buyer shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, including jointly and properly completing an Internal Revenue Service Form 8594, and any other forms or statements required by the Code, Treasury Regulations or the Internal Revenue Service, together with any and all attachments required to be filled therewith. The Sellers Representative and Buyer shall file timely any such forms and statements with the Internal Revenue Service. In addition the event that the Seller Representative proposes changes to the allocation within the thirty-day period described above and the parties have not agreed to the allocation of the Purchase Price contemplated within sixty (60) days after the Sellers Representative’s receipt of Buyer’s proposed allocation, any disputed items shall be resolved by Article IIXxxxxxxx & Xxxxxxx Incorporated or such other nationally or regionally recognized appraisal firm as agreed by Buyer and the Sellers Representative (“Appraiser”). The determination of the Appraiser shall be final and binding upon both parties and Buyer and Sellers shall each bear one-half of the costs, Seller fees and Purchaser shall further allocate expenses of the Appraiser relating to the allocation. The allocation of the Purchase Price, as finally determined pursuant Price shall be revised to Article II, and any other applicable consideration (take into account subsequent adjustments to the “Allocable Amount”) Purchase Price in accordance with the requirements of a manner provided by Section 1060 of the Code (and the regulations promulgated Treasury Regulations thereunder) for all Tax purposes; provided that such . The final Purchase Price allocation for Tax purposes shall be consistent with the allocation of the Purchase Price as contemplated by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f)Buyer and Sellers for U.S. Tax Reporting purposes, Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the Code. If Seller and Purchaser have not agreed on the allocation within 90 calendar days after the date on which the Final Closing Statement become final and binding on the parties pursuant to Section 2.09(f), then Purchaser and Seller shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser and Seller will each deliver to the other and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) provided that no Party shall be finalunreasonably impeded in its ability and discretion to negotiate, binding and conclusive on Purchaser and Seller and the parties will reportcompromise and/or settle any Tax audit, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with such Final Allocation). One-half of all fees, costs and expenses of retaining the Independent Accountant shall be borne by Seller and one-half of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employeesclaim or similar proceedings.

Allocation of Consideration. In addition Upon signing Seller and Purchaser shall have agreed to allocate the Initial Cash Consideration as set forth on Schedule 2.5(a). The cash amounts allocated on Schedule 2.5(a) shall not be adjusted after the date hereof, except to take into account any adjustment to the allocation of Initial Cash Consideration in accordance with this Agreement and except with respect to the Purchase Price contemplated cash amount allocated to the Seller PCIL Stock which shall be subject to possible downwards-only adjustment prior to Closing pursuant to good faith agreement between the parties. Any amount by Article IIwhich the amount allocated to the Seller PCIL Stock in Schedule 2.5(a) is reduced shall be added to the amount allocated to the Business in the United States. Prior to Closing and consistently with Schedule 2.5(a), Seller and Purchaser shall further in good faith agree how to allocate the Purchase PriceInitial Consideration (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Purchased Shares and the Purchased Assets, and such agreement shall be set forth on a schedule to be attached to this agreement as finally determined Schedule 2.5(b). Purchaser shall initially propose the content of Schedule 2.5(b) and if Purchaser does so, such proposal shall be subject to Seller’s review and reasonable objection, to be resolved by good-faith negotiations between Purchaser and Seller. Within 60 calendar days following the determination of the Final Consideration, Purchaser and Seller shall attempt in good faith to agree upon the allocation of the difference between the Initial Consideration and the Final Consideration among the Purchased Shares and the Purchased Assets (and among Seller and its Selling Affiliates). The allocation of this amount shall take into account the item or items (and the country) to which it is attributable and shall, to the extent such allocation is agreed by Purchaser and Seller, be reflected on a revised Schedule 2.5(b). In the event that Purchaser and Seller are unable to reach an agreement within such 60 calendar day period, the allocation of any disputed item or items shall be resolved within the next 30 calendar days by an independent accounting firm or valuation expert that is mutually acceptable to both parties and whose fees shall be borne equally by Purchaser and Seller. Such determination by the accounting firm or valuation expert shall be binding on the parties without further adjustment and shall be reflected on a revised Schedule 2.5(b). Except as otherwise required by Law or pursuant to Article IIa “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 any other applicable consideration (the “Allocable Amount”) to cause their Affiliates to act, in accordance with the requirements of Section 1060 of the Code (and the regulations promulgated thereunder) allocations contained in Schedule 2.5(b), for all Tax purposes; provided purposes and that such allocation for neither of them will (or will permit its Affiliates to) take any position inconsistent therewith in any Tax purposes shall Returns or similar filings (including IRS Form 8594 or any similar form required to be consistent with the allocation of the Purchase Price as contemplated by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(ffiled under state, local or foreign Law), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for reviewany refund claim, litigation, audit or otherwise. Purchaser and Seller each agree to provide the other party with any additional information reasonably required to complete IRS Form 8594 (or any similar form required to be 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 2.5. 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 agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the Code. If Seller and Purchaser have not agreed on the allocation within 90 calendar days after the date on which the Final Closing Statement become final and binding on the parties pursuant to Section 2.09(f), then Purchaser and Seller shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser and Seller will each deliver to the other and to the Independent Accountant obtain a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with such Final Allocation). One-half of all fees, costs and expenses of retaining the Independent Accountant shall be borne by Seller and one-half waiver of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employeesconfidentiality obligations.

Allocation of Consideration. In addition Crompton and GE recognize their mutual obligations pursuant to Section 1060 of the Code and any comparable state, local and foreign Tax laws to timely file IRS Forms 8594 and any comparable state, local or foreign Tax forms (collectively referred to as the "ASSET ACQUISITION STATEMENTS") with respect to the sale of the OSi Business and the SC Business with their respective federal income Tax returns to the extent that the transactions contemplated hereunder are not part of a like-kind exchange as set forth in Section 2.12 of this Agreement. Accordingly, Crompton and GE shall, no later than 120 days after the date of this Agreement, attempt in good faith to agree to the allocation of the Purchase Price contemplated by Article II, Seller total consideration (including the Earn-Out Amount) for the OSi Business and Purchaser shall further allocate the Purchase Price, as finally determined SC Business among the Transferred OSi Assets and the Transferred SC Assets (other than the Transferred OSi Subsidiary Shares and the assets that were exchanged in a like-kind exchange pursuant to Article II, and any other applicable consideration (Section 1031 of the “Allocable Amount”Code or in connection therewith) in accordance consistent with the requirements provisions of Section 1060 of the Code (and the regulations promulgated thereunder) for all Treasury Regulations thereunder and any comparable state, local and foreign Tax purposes; provided that such allocation for Tax purposes laws. Such allocation, which shall be consistent with the allocation terms of this Agreement, including the Purchase Price Schedules thereto, shall be in the form set forth on SCHEDULE 5.4 and all Asset Acquisition Statements, including any amended or supplemental Asset Acquisition Statements required to take into account any Earn-Out Payments, shall be filed consistent with SCHEDULE 5.4, as contemplated by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the Codehereafter agreed. If Seller and Purchaser have not agreed on the allocation within 90 calendar 120 days after the date on which of this Agreement SCHEDULE 5.4 has not been agreed by the Final Closing Statement become final parties hereto, and the parties have not otherwise agreed upon an allocation with respect to the Asset Acquisition Statements, any disagreement with respect thereto shall be resolved by a mutually agreed-upon nationally recognized valuation firm or arbitrator with no material relationship with either party (the "INDEPENDENT ARBITRATOR"). The resolution of the Independent Arbitrator shall be binding on all parties without any further adjustment and Crompton and GE shall file the parties pursuant to Section 2.09(f), then Purchaser and Seller shall each have Asset Acquisition Statements in the right to deliver notice to form reflecting the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser and Seller will each deliver to the other and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (Arbitrator. The costs, expenses and fees of the “Final Allocation”) Independent Arbitrator shall be final, binding borne equally by Crompton and conclusive on Purchaser and Seller and GE. Except as otherwise required pursuant to a "determination" under Section 1313(a) of the parties will report, and will cause their respective Affiliates to report, the federal, Code (or any comparable provision of state, local and other or non-U.S. Law), neither Crompton nor GE shall take, or shall permit its Affiliates to take, a Tax consequences of position which is inconsistent with the transactions, including allocation reflected in the filing of Internal Revenue Service Form 8594, in a manner consistent with such Final Allocation). One-half of all fees, costs and expenses of retaining the Independent Accountant shall be borne by Seller and one-half of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employeesAsset Acquisition Statements.

Allocation of Consideration. In addition to All amounts constituting consideration within the allocation of the Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article IImeaning of, and any other applicable consideration (for the “Allocable Amount”) in accordance with the requirements of purposes of, Section 1060 of the Code (and the regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes thereunder shall be consistent with allocated among the allocation of Transferred Assets and any other rights acquired by Purchaser hereunder, as applicable, in the Purchase Price as contemplated manner required by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the CodeCode and the regulations thereunder and all applicable Laws. If Seller and Purchaser have not agreed on the allocation within 90 Within sixty (60) calendar days after the date on which Closing Date, Purchaser shall provide Seller with a proposed schedule (the Final Closing Statement "Allocation Schedule") allocating all such amounts as provided herein. The Allocation Schedule shall become final and binding on the parties pursuant hereto fifteen (15) calendar days after Purchaser provides such schedule to Section 2.09(f)Seller, then unless Seller objects in writing to Purchaser, specifying the basis for its objection and preparing an alternative allocation. If Seller does object in writing, Purchaser and Seller shall each have in good faith attempt to resolve the right to deliver dispute within fifteen (15) calendar days of written notice to Purchaser of Seller's objection. Any such resolution shall be final and binding on the other party of its intent to refer the matter for resolution parties hereto. Any unresolved disputes shall be promptly submitted to the Independent AccountantReviewing Accountants for determination, which shall be final and binding on the parties hereto. Purchaser and Seller will each deliver to pay one-half of the fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated by this Section 4.4, including by furnishing such information and access to the Independent Accountant a notice setting forth in reasonable detail their proposed allocationsbooks, records (including accountants work papers), personnel and properties as may be reasonably requested. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description Each of the basis for its determination of the allocations therein parties hereto agrees to (such allocations, whether agreed to by Purchaser a) prepare and Seller or determined by the Independent Accountant (the “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other timely file all Tax consequences of the transactionsReturns, including the filing of Internal Revenue Service Form 8594, 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule as finalized and (b) act in accordance with the Allocation Schedule for all tax purposes. The parties hereto will revise the Allocation Schedule to the extent necessary to reflect any Contingent Payment payable pursuant to Section 4.1(b)(ii), any payment made under Article X hereto or other post-Closing payment made pursuant to or in connection with this Agreement. In the case of any such Final Allocation). One-half of all feespayment, costs Purchaser shall propose a revised Allocation Schedule, and expenses of retaining the Independent Accountant parties hereto shall be borne by Seller follow the procedures outlined above with respect to review, dispute and one-half resolution in respect of such feesrevision. In no event shall the allocation of consideration, costs and expenses on the Allocation Schedule, be such that amounts are allocated to Seller's investments in loans or Securities in excess of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs fair market values of its own counsel, witnesses (if any) and employeessuch investments.

Allocation of Consideration. In addition to If the allocation purchase of the Purchase Price contemplated Management Interests and the MIU Interests are consummated on the Closing Date, Buyer and Seller agree to treat the sale of the Seller Interests pursuant to this Agreement as a transaction described in Situation 1 of Rev. Rul. 99-6, 199-1 C.B. 432 (i.e., as a sale of the Seller Interests by Article II, Seller and Purchaser an acquisition of assets by Buyer) for U.S. federal and applicable state and local income tax purposes, unless otherwise required by a change in Law after the date hereof, a closing agreement with an applicable Tax authority or a final non-appealable judgment of a court of competent jurisdiction. If the purchase of the Management Interests and the MIU Interests are consummated on the Closing Date, within 60 days after the Closing Date, Buyer shall further allocate the Purchase Price, as finally determined pursuant prepare and deliver to Article II, and any other applicable consideration Seller a draft of a statement setting forth a proposed allocation (the “Allocable AmountAllocation”) in accordance with the requirements of Section 1060 of the Code (Cash Consideration and the regulations promulgated thereunderStock Consideration (as well as liabilities assumed or deemed assumed for U.S. federal income tax purposes, to the extent relevant) for all Tax purposes; provided that such allocation for Tax purposes shall be consistent with the allocation among Seller’s share of the Purchase Price as contemplated by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation assets of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount Company in accordance a manner consistent with Section 1060 of the Code, together with reasonable supporting information and calculations. If Seller and Purchaser have not agreed on the allocation shall inform Buyer in writing within 90 calendar 45 days after the date on which receipt of such draft of any objection by Seller to the Final Closing Statement become final and binding on Allocation. To the parties pursuant to Section 2.09(f)extent that any such objection is received, then Purchaser Buyer and Seller shall each have attempt in good faith to resolve any disputes within 15 days following the right to deliver notice to the other party receipt of its intent to refer the matter for resolution to the Independent Accountantsuch objection. Purchaser If Buyer and Seller will each deliver are unable to the other and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 reach such agreement within 15 days after receipt thereofby Buyer of such notice, Seller and Buyer shall jointly select and retain a nationally recognized accounting firm that is not the Independent Accountant will deliver the allocation schedule and provide a written description auditor or independent accounting firm of any of the basis for its Parties (the “Independent Accountant”) to resolve the disputed items. Any determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) shall be final. The Independent Accountant shall resolve any disputed items within 15 days after having the item referred to it pursuant to such procedures as it may require. The costs, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with such Final Allocation). One-half of all fees, costs fees and expenses of retaining the Independent Accountant shall be borne equally by Seller Buyer and one-half Seller. The Allocation (as determined by agreement of such fees, costs and expenses of retaining the Parties or by the Independent Accountant Accountant, as the case may be) shall be borne binding on the Parties, who shall file all Tax Returns in a manner consistent with the Allocation unless otherwise required by Purchasera change in Applicable Law occurring after the date of the final determination of the Allocation, a closing agreement with an applicable Tax authority or a final non-appealable judgment of a court of competent jurisdiction. Each party will bear If the costs purchase of its own counselthe Management Interests and the MIU Interests are not consummated on the Closing Date, witnesses (if any) the Parties agree to use the mechanics set forth above to determine the value of the Company’s assets for purposes of applying Sections 743 and employees751 of the Code.

Allocation of Consideration. In addition to All amounts constituting consideration within the allocation of the Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article IImeaning of, and any other applicable consideration (for the “Allocable Amount”) in accordance with the requirements of purposes of, Section 1060 of the Code (and the regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes thereunder shall be consistent with allocated among the allocation of Transferred Assets and any other rights acquired by Purchaser hereunder, as applicable, in the Purchase Price as contemplated manner required by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the CodeCode and the regulations thereunder and all applicable Laws. If Seller and Purchaser have not agreed on the allocation within 90 Within sixty (60) calendar days after the date on which Closing Date, Purchaser shall provide Seller with a proposed schedule (the Final Closing Statement “Allocation Schedule”) allocating all such amounts as provided herein. The Allocation Schedule shall become final and binding on the parties pursuant hereto fifteen (15) calendar days after Purchaser provides such schedule to Section 2.09(f)Seller, then unless Seller objects in writing to Purchaser, specifying the basis for its objection and preparing an alternative allocation. If Seller does object in writing, Purchaser and Seller shall each have in good faith attempt to resolve the right to deliver dispute within fifteen (15) calendar days of written notice to Purchaser of Seller’s objection. Any such resolution shall be final and binding on the other party of its intent to refer the matter for resolution parties hereto. Any unresolved disputes shall be promptly submitted to the Independent AccountantReviewing Accountants for determination, which shall be final and binding on the parties hereto. Purchaser and Seller will each deliver to pay one-half of the fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated by this Section 4.4, including by furnishing such information and access to the Independent Accountant a notice setting forth in reasonable detail their proposed allocationsbooks, records (including accountants work papers), personnel and properties as may be reasonably requested. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description Each of the basis for its determination of the allocations therein parties hereto agrees to (such allocations, whether agreed to by Purchaser a) prepare and Seller or determined by the Independent Accountant (the “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other timely file all Tax consequences of the transactionsReturns, including the filing of Internal Revenue Service Form 8594, 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule as finalized and (b) act in accordance with the Allocation Schedule for all tax purposes. The parties hereto will revise the Allocation Schedule to the extent necessary to reflect any Contingent Payment payable pursuant to Section 4.1(b)(ii), any payment made under Article X hereto or other post-Closing payment made pursuant to or in connection with this Agreement. In the case of any such Final Allocation). One-half of all feespayment, costs Purchaser shall propose a revised Allocation Schedule, and expenses of retaining the Independent Accountant parties hereto shall be borne by Seller follow the procedures outlined above with respect to review, dispute and one-half resolution in respect of such feesrevision. In no event shall the allocation of consideration, costs and expenses on the Allocation Schedule, be such that amounts are allocated to Seller’s investments in loans or Securities in excess of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs fair market values of its own counsel, witnesses (if any) and employeessuch investments.

Allocation of Consideration. In addition to All capitalizable costs and other amounts constituting consideration within the allocation of the Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article IImeaning of, and any other applicable consideration (for the “Allocable Amount”) in accordance with the requirements of purposes of, Section 1060 of the Code (and the regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes thereunder shall be consistent with allocated among the allocation of Transferred Assets, the Purchase Price non-solicitation obligations contained in Section 8.14 hereto, the non-competition obligations contained in Section 8.15 hereto and any other assets or rights acquired by Purchaser hereunder, as contemplated applicable, in the manner required by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the CodeCode and the regulations thereunder and all applicable Laws. If Seller and Purchaser have not agreed on the allocation within 90 Within sixty (60) calendar days after the date on which Closing Date, Purchaser shall provide Seller with a proposed schedule (the Final Closing Statement “Allocation Schedule”) allocating all such amounts as provided herein. The Allocation Schedule shall become final and binding on the parties pursuant hereto fifteen (15) calendar days after Purchaser provides such schedule to Section 2.09(f)Seller, then unless Seller objects in writing to Purchaser, specifying the basis for its objection and preparing an alternative allocation. If Seller does object, Purchaser and Seller shall each have in good faith attempt to resolve the right to deliver dispute within fifteen (15) calendar days of receipt by Purchaser of written notice of Seller’s objection. Any such resolution shall be final and binding on the parties hereto. Any unresolved disputes shall be promptly submitted to the other party of its intent to refer Reviewing Accountants for determination, which determination shall be final and binding on the matter for resolution to the Independent Accountantparties hereto. Purchaser and Seller will each deliver to pay one-half of the fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated by this Section 4.3, including, without limitation, by furnishing such information and access to the Independent Accountant a notice setting forth in reasonable detail their proposed allocationsbooks, records (including, without limitation, accountants work papers), personnel and properties as may be reasonably requested. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description Each of the basis for its determination of the allocations therein parties hereto agrees to (such allocationsa) prepare and timely file all Tax Returns, whether agreed to by Purchaser including, without limitation, Form 8594 (and Seller or determined by the Independent Accountant (the “Final Allocation”all supplements thereto) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with the Allocation Schedule as finalized and (b) act in accordance with the Allocation Schedule for all tax purposes. The parties hereto will revise the Allocation Schedule to the extent necessary to reflect any Purchase Price Adjustment, any payment made under Article X hereto or other post-Closing payment made pursuant to or in connection with this Agreement. In the case of any such Final Allocation). One-half of all feespayment, costs Purchaser shall propose a revised Allocation Schedule, and expenses of retaining the Independent Accountant parties hereto shall be borne by Seller follow the procedures outlined above with respect to review, dispute and one-half resolution in respect of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employeesrevision.

Allocation of Consideration. In addition Not later than ninety (90) days following the Closing, Buyer shall prepare and deliver to Seller a statement of allocation which shall provide for the allocation of the Purchase Price contemplated by Article IIConsideration, Seller and Purchaser shall further allocate plus the Purchase PriceAssumed Liabilities, as finally determined to the extent properly taken into account pursuant to Article II, and any other applicable consideration (the “Allocable Amount”) in accordance with the requirements provisions of Section 1060 of the Code (Code, among the Purchased Assets and the regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes covenants contained in Article 8 (the “Allocation Schedule”). Such Allocation Schedule shall be consistent with the allocation of the Purchase Price as contemplated by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount prepared in accordance with the provisions of Code Section 1060 of and the CodeTreasury Regulations thereunder (the “Allocation Principles”). If Seller and Purchaser have not agreed on the allocation within 90 calendar Within twenty (20) days after the date on receipt of such Allocation Schedule, Seller will propose to Buyer in writing any changes to such Allocation Schedule together with reasonable documentation supporting such changes (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Allocation Schedule as delivered). Buyer and Seller will attempt in good faith to resolve any differences with respect to the Allocation Schedule, in accordance with the Allocation Principles, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to the Selected Accountants for resolution, in accordance with the Allocation Principles. Promptly, but not later than fifteen (15) days after such matters are submitted to it for resolution hereunder, the Selected Accountants will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of such amounts, which the Final Closing Statement become final report shall be conclusive and binding on upon Buyer and Seller. The fees and expenses of the parties pursuant to Section 2.09(f), then Purchaser Selected Accountants in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall each have file or cause to be filed their Tax Returns for their taxable years that include the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser and Seller will each deliver to the other and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, Closing Date in a manner consistent with the allocation set forth on the Allocation Schedule as so finalized, and (except as set forth below relating to a revised Allocation Schedule) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the Allocation Schedule. In the event that any adjustment is required to be made to the Allocation Schedule as a result of any adjustment to the Consideration pursuant to this Agreement, Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Schedule reflecting such Final Allocation)adjustment. One-half of all fees, costs and expenses of retaining the Independent Accountant Such revised Allocation Schedule shall be borne by Seller subject to review and one-half resolution of such fees, costs and expenses of retaining timely raised disputes in the Independent Accountant shall be borne by Purchasersame manner as the initial Allocation Schedule. Each party will bear of Buyer and Seller shall file or cause to be filed their Tax Returns reflecting such adjustments as so finalized for their taxable years that include the costs event or events giving rise to such adjustment, and (except as required by future revised Allocation Schedule) shall not take any position on any Tax Return or in the course of its own counselany Tax audit, witnesses (if any) and employeesreview, or litigation inconsistent with the allocation provided in the revised Allocation Schedule.

Allocation of Consideration. In addition to All capitalizable costs and other amounts constituting consideration within the allocation of the Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article IImeaning of, and any other applicable consideration (for the “Allocable Amount”) in accordance with the requirements of purposes of, Section 1060 of the Code (and the regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes thereunder shall be consistent with allocated among the allocation of Transferred Assets, the Purchase Price non-solicitation obligations contained in Section 8.14 hereto, the non-competition obligations contained in Section 8.15 hereto and any other assets or rights acquired by Purchaser hereunder, as contemplated applicable, in the manner required by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the CodeCode and the regulations thereunder and all applicable Laws. If Seller and Purchaser have not agreed on the allocation within 90 Within sixty (60) calendar days after the date on which Closing Date, Purchaser shall provide Seller with a proposed schedule (the Final Closing Statement "Allocation Schedule") allocating all such amounts as provided herein. The Allocation Schedule shall become final and binding on the parties pursuant hereto fifteen (15) calendar days after Purchaser provides such schedule to Section 2.09(f)Seller, then unless Seller objects in writing to Purchaser, specifying the basis for its objection and preparing an alternative allocation. If Seller does object, Purchaser and Seller shall each have in good faith attempt to resolve the right to deliver dispute within fifteen (15) calendar days of receipt by Purchaser of written notice of Seller's objection. Any such resolution shall be final and binding on the parties hereto. Any unresolved disputes shall be promptly submitted to the other party of its intent to refer Reviewing Accountants for determination, which determination shall be final and binding on the matter for resolution to the Independent Accountantparties hereto. Purchaser and Seller will each deliver to pay one-half of the fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated by this Section 4.4, including, without limitation, by furnishing such information and access to the Independent Accountant a notice setting forth in reasonable detail their proposed allocationsbooks, records (including, without limitation, accountants work papers), personnel and properties as may be reasonably requested. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description Each of the basis for its determination of the allocations therein parties hereto agrees to (such allocationsa) prepare and timely file all Tax Returns, whether agreed to by Purchaser including, without limitation, Form 8594 (and Seller or determined by the Independent Accountant (the “Final Allocation”all supplements thereto) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with the Allocation Schedule as finalized and (b) act in accordance with the Allocation Schedule for all tax purposes. The parties hereto will revise the Allocation Schedule to the extent necessary to reflect any Purchase Price Adjustment, any payment made under Article X hereto or other post-Closing payment made pursuant to or in connection with this Agreement. In the case of any such Final Allocation). One-half of all feespayment, costs Purchaser shall propose a revised Allocation Schedule, and expenses of retaining the Independent Accountant parties hereto shall be borne by Seller follow the procedures outlined above with respect to review, dispute and one-half resolution in respect of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employeesrevision.

Allocation of Consideration. In addition to Buyer and Seller agree that the allocation sale of the Acquired Assets hereunder is a fully taxable sale for income tax purposes. The Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate be allocated among the Purchase Price, as finally determined pursuant to Article II, and any other applicable consideration (the “Allocable Amount”) in accordance with the requirements of Section 1060 of the Code (Acquired Assets and the regulations promulgated thereunder) for all Tax purposes; provided that such covenant not to compete set forth in Section 4.2. Such allocation for Tax purposes shall be consistent with the allocation of the Purchase Price as contemplated by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount made in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"). If Seller and Purchaser have not agreed on No later than 60 days following the allocation within 90 calendar days after the date on which the Final Closing Statement become final and binding on the parties pursuant to Section 2.09(f)Date, then Purchaser and Seller Buyer shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser and Seller will each deliver to Seller a proposed allocation of the Purchase Price (and all other and to the Independent Accountant a notice setting forth items properly included in reasonable detail their proposed allocations"consideration," as described in Treasury Regulation section 1.1060-1(c)(1)). Within 30 days after receipt thereofof such proposed allocation, Seller shall give Buyer notice of any objections that Seller has to such allocation. If Seller gives Buyer notice of any objections to the proposed allocation, the Independent Accountant will deliver parties shall meet to endeavor to agree upon an allocation. If Buyer and Seller cannot agree on such an allocation, then the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether shall be referred to an independent accounting firm mutually agreed to by Purchaser Buyer and Seller or determined by Seller, which shall be directed to resolve the Independent Accountant allocation within thirty (the “Final Allocation”30) days thereafter, and whose decision shall be final, binding and conclusive on Purchaser and Seller and the parties will reportparties. Buyer, on the one hand, and will cause their respective Affiliates to reportSeller, on the federalother hand, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with such Final Allocation). One-half of all fees, costs and expenses of retaining the Independent Accountant shall each be borne by Seller and responsible for one-half of such fees, costs the fees and expenses of retaining such accounting firm in connection with such determination. If Seller does not object to Buyer's allocation, if the Independent Accountant parties agree on the allocation or if the independent accounting firm decides an allocation (in any such case, an "Allocation"), then Buyer and Seller shall use such Allocation in filing all required forms under Section 1060 of the Code (or any comparable forms under state or foreign law), and all other Tax Returns (as defined in Section 2.7(a)), and Buyer and Seller further agree that they shall not take any position inconsistent with such Allocation upon any examination of any such Tax Return, in any refund claim or in any tax litigation. The Allocation shall be borne by Purchaser. Each party will bear adjusted as necessary to reflect any further adjustments to the costs of its own counsel, witnesses (if any) and employeesPurchase Price made after the Closing Date.

Allocation of Consideration. In addition Not later than ninety (90) days following the Closing, Buyer shall prepare and deliver to Seller a statement of allocation which shall provide for the allocation of the Purchase Price contemplated by Article IIConsideration plus the Assumed Liabilities, Seller and Purchaser shall further allocate to the Purchase Price, as finally determined extent properly taken into account pursuant to Article II, and any other applicable consideration (the “Allocable Amount”) in accordance with the requirements provisions of Section 1060 of the Code (Code, among the Purchased Assets and the regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes covenants contained in Article 9 (the “Allocation Schedule”). Such Allocation Schedule shall be consistent with the allocation of the Purchase Price as contemplated by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount prepared in accordance with the provisions of Code Section 1060 of and the CodeTreasury Regulations thereunder (the “Allocation Principles”). If Seller and Purchaser have not agreed on the allocation within 90 calendar Within fifteen (15) days after the date on which receipt of such Allocation Schedule, Seller will propose to Buyer in writing any reasonable changes to such Allocation Schedule together with reasonable documentation supporting such changes (and in the Final Closing Statement become final event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and binding on accepted, the parties pursuant to Section 2.09(fAllocation Schedule as delivered), then Purchaser and Seller shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser Buyer and Seller will each deliver attempt in good faith to resolve any differences with respect to the other Allocation Schedule, in accordance with the Allocation Principles, within fifteen (15) days after Buyer’s receipt of a timely written notice of objection from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to KPMG (the “Independent Accountant”) for resolution, in accordance with the Allocation Principles. The Independent Accountant shall have sole authority to determine any and all substantive and procedural matters pertaining to the Independent Accountant a notice setting forth in reasonable detail their proposed allocationsresolution of the dispute between Buyer and Seller arising under this Section 1.10. Within 30 Promptly, but not later than fifteen (15) days after receipt thereofsuch matters are submitted to it for resolution hereunder, the Independent Accountant will deliver the allocation schedule determine those matters in dispute and provide will render a written description report as to the disputed matters and the resulting allocation of the basis for its determination such amounts, which report shall be conclusive and binding upon Buyer and Seller. The fees and expenses of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) in respect of such report shall be final, binding paid one-half by Buyer and conclusive on Purchaser one-half by Seller. Buyer and Seller and shall each file or cause to be filed IRS Form 8594 for its taxable year that includes the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, Closing Date in a manner consistent with the allocation set forth on the Allocation Schedule as so finalized, and (except as set forth below relating to a revised Allocation Schedule) shall not take any position on any Tax Return or in the course of any Tax audit, review, or litigation inconsistent with the allocation provided in the Allocation Schedule unless otherwise required by applicable Law; provided, however, that (a) Buyer’s cost for the Purchased Assets 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 allocated and (b) 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. In the event that any adjustment is required to be made to the Allocation Schedule as a result of any Earn Out Payments or any other adjustment to the Consideration pursuant to this Agreement, Buyer shall prepare or cause to be prepared, and shall provide to Seller, a revised Allocation Schedule reflecting such Final Allocation)adjustment. One-half of all fees, costs and expenses of retaining the Independent Accountant Such revised Allocation Schedule shall be borne by Seller subject to review and one-half resolution of such fees, costs and expenses of retaining timely raised disputes in the Independent Accountant shall be borne by Purchasersame manner as the initial Allocation Schedule. Each party will bear of Buyer and Seller shall file or cause to be filed a revised IRS Form 8594 reflecting such adjustments as so finalized for its taxable year that includes the costs event or events giving rise to such adjustment, and (except as required by future revised Allocation Schedule) shall not take any position on any Tax Return or in the course of its own counselany Tax audit, witnesses (if any) review, or litigation inconsistent with the allocation provided in the revised Allocation Schedule unless otherwise required by applicable Law. [*] Certain confidential information contained in this document, marked by brackets, has been omitted and employeesfiled separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information.

Allocation of Consideration. In addition The Purchase Price and, to the extent required, Assumed Liabilities and relevant transaction costs shall be allocated among the Acquired Assets in accordance with the principles as set forth on Schedule 1.8 hereto, which shall be prepared by Purchaser and mutually agreed to by Purchaser and Seller prior to the Closing Date (the “Allocation Principles”). Within 60 days after the Closing Date, Purchaser shall deliver a schedule of the allocation of the Purchase Price contemplated by Article IIamong the Acquired Assets, Seller and Purchaser which schedule shall further allocate be based on the Purchase PriceAllocation Principles (such schedule, as finally determined adjusted if required pursuant to Article IIthe dispute resolution provisions of this Section 1.8, and any other applicable consideration (is referred to as the “Allocable AmountFinal Allocation”) ). Seller may dispute any items reflected on the Final Allocation delivered by Purchaser but only on the basis that such items were not prepared in accordance with the requirements Allocation Principles (or arithmetic computational errors); provided, however, that Seller shall notify Purchaser in writing of Section 1060 each disputed item, and specify the amount thereof in dispute and the reasons therefor, within 30 days of Seller’s receipt of the Code (and the regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes shall be consistent with the allocation of the Purchase Price as contemplated Final Allocation prepared by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for reviewPurchaser. Purchaser and Seller shall use commercially reasonable efforts attempt to agree on the amount reconcile their differences and proper allocation of the Allocable Amount in accordance with Section 1060 of the Code. If Seller and Purchaser have not agreed on the allocation within 90 calendar days after the date on which the Final Closing Statement become final and binding on the parties pursuant any resolution by them as to Section 2.09(f), then Purchaser and Seller shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser and Seller will each deliver to the other and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) any disputed items shall be final, binding and conclusive on the parties. If Purchaser and Seller are unable to reach a resolution to such effect of all disputed items within 30 days of receipt of Seller’s written notice of dispute to Purchaser, Purchaser and Seller shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within 30 days after such submission, determine and report to the parties will reportupon such remaining disputed items, and will cause their respective Affiliates such report shall be final, binding and conclusive on the parties hereto with respect to report, the federal, state, local amounts disputed. The Independent Accounting Firm shall limit the scope of its review to those disputed items from Seller’s notice of dispute that Seller and other Tax consequences Purchaser have failed to resolve. The fees and disbursements of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with such Final Allocation). One-half of all fees, costs and expenses of retaining the Independent Accountant Accounting Firm shall be borne equally by Purchaser and Seller. Purchaser and Seller shall each (i) be bound by the Final Allocation for purposes of determining any Taxes, (ii) prepare and file its Tax Returns on a basis consistent with the Final Allocation, and (iii) take no position inconsistent with the Final Allocation on any applicable Tax Return or in any action before any Authority or otherwise, except as required by Law. In the event the Final Allocation is disputed by any Authority, the party receiving notice of the dispute shall promptly notify the other party hereto concerning resolution of the dispute. Seller and one-half Purchaser acknowledge that the Allocation Principles and the Final Allocation will be based upon a good faith estimate of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employeesfair market values determined at arm’s length.

Allocation of Consideration. In addition to the allocation of the Purchase Price contemplated by Article IIII , Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article IIII , and any other applicable consideration (the “Allocable Amount”) in accordance with the requirements of Section 1060 of the Code (and the regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes shall be consistent with the allocation of the Purchase Price as contemplated by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f)) , Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the Code. If Seller and Purchaser have not agreed on the allocation within 90 calendar days after the date on which the Final Closing Statement become final and binding on the parties pursuant to Section 2.09(f)) , then Purchaser and Seller shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser and Seller will each deliver to the other and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with such Final Allocation). One-half of all fees, costs and expenses of retaining the Independent Accountant shall be borne by Seller and one-half of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employees.

Allocation of Consideration. In addition to the allocation of the Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate the The Purchase Price, as finally determined pursuant to Article IIthe Assumed Liabilities, and any other applicable items required to be treated as consideration (for U.S. federal income Tax purposes will be allocated among the “Allocable Amount”) Acquired Assets for all Tax purposes in accordance with the requirements of Section section 1060 of the Code (and the regulations Treasury Regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes shall be thereunder in a manner consistent with the allocation principles set forth on Schedule 3.3 (the “Allocation Principles”). Within five (5) days of the Purchase Price as contemplated Closing Date, Purchaser shall provide to Sellers a draft allocation in a manner consistent with the Allocation Principles for Sellers’ review and comment. If Sellers do not provide Purchaser a written objection to the draft allocation within five (5) days of receipt, the draft allocation shall be deemed to be agreed upon by Article IIthe parties. As soon as practicable following If Sellers propose changes to the date on which the Final Closing Statement becomes final draft allocation within such five (5)-day period, Sellers and binding on the parties pursuant Purchaser shall negotiate in good faith to Section 2.09(f), Seller shall prepare a schedule reflecting amend any aspects of the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the Code. If Seller dispute; provided, however, that if Sellers and Purchaser have not agreed on are unable to resolve any dispute with respect to the allocation within 90 calendar five (5) days after the date on which the Final Closing Statement become final and binding on the parties pursuant to Section 2.09(f)Purchaser received notice of Sellers’ objection, then Purchaser and Seller such dispute shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to be resolved by the Independent Accountant. Purchaser and Seller will each deliver to the other and to The findings of the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) shall be final, binding and conclusive on Purchaser Sellers and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with such Final Allocation)Purchaser. One-half of all fees, costs The fees and expenses of retaining the Independent Accountant shall be borne by Seller and one-half of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser, on the one hand, and Sellers, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Accountant, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and which proportionate allocation shall be conclusively determined by the Independent Accountant. Each Purchaser and Sellers shall (a) complete and file IRS Form 8594 with their respective U.S. Federal income Tax Returns consistent with such allocation for the taxable year in which the Closing occurs, and (b) not take any position (and cause their respective Affiliates to not take any position) on any Tax Return, before any Governmental or Regulatory Authority charged with the imposition, assessment or collection of Taxes, or in any judicial proceeding, that is in any manner inconsistent with the terms of such allocation, as finally determined; provided, however, that (i) no party will bear hereto shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such allocation and (ii) the costs allocation shall not be binding upon Sellers for purposes of its own counselany plan filed in connection with the Bankruptcy Cases and shall not, witnesses (if any) and employeesshall not be interpreted to, have any effect on any distributions to Sellers’ creditors or equityholders. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 3.3 shall survive the Closing without limitation.

Allocation of Consideration. In addition With respect to each trade or business (within the allocation meaning of Code Section 1060 and the Purchase Price contemplated treasury regulations promulgated thereunder) acquired under this Agreement, all amounts constituting consideration within the meaning of, and for the purposes of, Code Section 1060 and the treasury regulations thereunder shall be allocated among the Rights and Assets in the manner required by Article IICode Section 1060 and the treasury regulations issued thereunder and all applicable laws. Within one hundred eighty (180) calendar days after the Closing Date, Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article II, prepare and any other applicable consideration provide Sellers with a schedule (the “Allocable AmountAllocation Schedule”) allocating all such consideration in the manner described by the preceding sentence. Sellers shall have thirty (30) days following receipt of the Allocation Schedule during which to notify Purchaser of any dispute of any item contained therein, which notice shall set forth in detail the basis for such dispute. In the event Sellers fail to notify Purchaser of any dispute during such thirty (30)-day period, the Allocation Schedule delivered by Purchaser shall be final and binding upon the parties. Purchaser and Sellers shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, a revised Allocation Schedule shall be prepared in accordance with the requirements agreement of Section 1060 of the Code (Purchaser and the regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes shall be consistent with Sellers and the allocation of consideration based thereon shall be final and binding on the Purchase Price parties. If, however, Pxxxxxxxx and Sellers are unable to resolve any dispute with respect to the Allocation Schedule within fifteen (15) days of Sellers’ notice of objection, such dispute shall be resolved by an independent valuation firm selected by Pxxxxxxxx (the “Allocation Referee”). In resolving any such dispute, the Allocation Referee shall consider only those items or amounts in the Allocation Schedule as contemplated by Article II. As soon as practicable following the date on to which the Final Closing Statement becomes parties have disagreed. The Allocation Referee’s determination of the disputed items and the resulting Allocation Schedule shall be final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for reviewthis Agreement. Purchaser and Seller The Allocation Referee shall use commercially reasonable efforts to agree on the amount complete its work within thirty (30) days following its engagement. The fees and proper allocation expenses of the Allocable Amount in accordance with Section 1060 of the Code. If Seller and Purchaser have not agreed on the allocation within 90 calendar days after the date on which the Final Closing Statement become final and binding on the parties pursuant to Section 2.09(f), then Purchaser and Seller Allocation Referee shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser and Seller will each deliver to the other and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to be borne equally by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller and Sellers. Each of the parties will reporthereto shall (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, all supplements thereto) in a manner consistent with the final and binding Allocation Schedule and (b) otherwise act in accordance with the final and binding Allocation Schedule for all income Tax purposes. Purchaser shall prepare a revised Allocation Schedule to the extent necessary to reflect any post-Closing payment made pursuant to or in connection with this Agreement, and provide such Final Allocation). One-half of all feesrevised Allocation Schedule to Sellers, costs and expenses of retaining the Independent Accountant shall be borne by Seller and one-half of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employeesas applicable.

Allocation of Consideration. In addition The Sagicor Parties and Playa agree to the allocation of the Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article II, and any other applicable consideration (Exchange Consideration among the “Allocable Amount”) Assets for all purposes in accordance with the requirements allocation determined in accordance with this Section 2.11. Playa may propose such Exchange Consideration allocation to the Sagicor Parties following the date hereof (the “Proposed Allocation”). Upon receipt of Section 1060 Playa’s Proposed Allocation, the Sagicor Parties shall have five (5) business days from the date of receipt thereof to propose an alternative allocation by written notice to Playa, together with reasonable supporting documentation and explanation therefor. If no response is received from the Sagicor Parties within such five (5) business day period, the Proposed Allocation shall be deemed agreed to by the Sagicor Parties and Playa. If the Sagicor Parties propose changes to the Proposed Allocation, the parties shall work together in good faith to finalize the Exchange Consideration allocation within five (5) business days of such written notice. If the Sagicor Parties and Playa are unable to resolve their disagreements with respect to the Exchange Consideration allocation described herein within five (5) business days after Playa’s receipt of such written notice from the Sagicor Parties, then Playa may request that Xxxxx Xxxx LaSalle (“JLL”) (acting as expert and not as arbitrators) resolve such dispute (the “JLL Determination”). The JLL Determination shall be binding on both parties and shall constitute the agreed upon Exchange Consideration allocation hereunder. Any costs related to the engagement of JLL shall be borne equally by the Sagicor Parties and Playa. Upon a determination of the Code (Exchange Consideration allocation, in accordance with the procedures set forth in this Section 2.11, Playa may attached such allocation hereto as Schedule 2.11. After the Closing, the parties hereto shall make consistent use of such allocation determined in accordance herewith, fair market value and the regulations promulgated thereunder) useful lives for all Tax purposes; provided purposes and in all filings, declarations and reports with any Governmental Authority in respect thereof. In any Proceeding related to the determination of any Tax, neither Playa nor any Sagicor Party shall contend or represent that such allocation for Tax purposes is not a correct allocation. The terms of this Section 2.11 shall be consistent with the allocation of the Purchase Price as contemplated by Article II. As soon as practicable following the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the Code. If Seller and Purchaser have not agreed on the allocation within 90 calendar days after the date on which the Final Closing Statement become final and binding on the parties pursuant to Section 2.09(f), then Purchaser and Seller shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser and Seller will each deliver to the other and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) shall be final, binding and conclusive on Purchaser and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with such Final Allocation). One-half of all fees, costs and expenses of retaining the Independent Accountant shall be borne by Seller and one-half of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employeessurvive Closing.

Allocation of Consideration. In addition The Parties agree to allocate the Closing Cash Amount and any cash payments received by the Seller Parties pursuant to the allocation of the Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate the Purchase Price, as finally determined pursuant to Article II, Note (including any assumed liabilities and any other applicable amounts treated as taxable consideration for Income Tax purposes) among the Acquired Assets in accordance with Annex 2.9 (the “Allocable AmountTax Allocation Methodologies”) in accordance ), which is consistent with the requirements of Section 1060 of the Code (and the regulations Treasury Regulations promulgated thereunder. Within thirty (30) for all Tax purposes; provided that such allocation for Tax purposes shall be consistent with days following the allocation determination of the Purchase Price as contemplated by Article II. As soon as practicable following post-Closing adjustments in Section 2.8, Purchaser will prepare and deliver to the date on which the Final Closing Statement becomes final and binding on the parties pursuant to Section 2.09(f), Seller shall prepare Parties a schedule reflecting the draft allocation in respect of each of the Allocable Amount Acquired Assets and shall submit Assumed Liabilities, with such allocation to Purchaser for reviewbe in accordance with the Tax Allocation Methodologies (the “Tax Allocation Schedule”). Purchaser and the Seller shall Parties agree to use commercially reasonable efforts to agree on resolve in good faith any differences with respect to the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the CodeTax Allocation Schedule. If the Seller and Purchaser have Parties do not agreed on object to the allocation Tax Allocation Schedule within 90 calendar thirty (30) days after the date on which the Final Closing Statement become final and binding on the parties pursuant to Section 2.09(f)following delivery thereof, then Purchaser and the Seller shall Parties agree to (a) prepare and file each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. Purchaser and Seller will each deliver to the other and to the Independent Accountant their respective Tax Returns on a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein consistent with such Tax Allocation Schedule (or such allocations, whether Tax Allocation Schedule agreed to by Purchaser and the Seller Parties or determined by the Independent Arbitrating Accountant) and (b) unless otherwise required by Law, take no position inconsistent with such Tax Allocation Schedule (or such Tax Allocation Schedule as agreed to by Purchaser and the Seller Parties or determined by the Arbitrating Accountant) on any applicable Tax Return or in any related Proceeding before any Governmental Authority. If the Seller Parties withhold their consent to the allocation reflected in the Tax Allocation Schedule, and Purchaser and the Seller Parties have acted in good faith to resolve any differences with respect to items on the Tax Allocation Schedule and thereafter are unable to resolve any differences that, in the aggregate, are material in relation to the purchase price, then any remaining disputed matters will be finally and conclusively determined by the Arbitrating Accountant. Promptly, but not later than fifteen (15) days after its acceptance of appointment hereunder, the Arbitrating Accountant will determine (based solely on presentations by the “Final Allocation”Seller Parties and the Purchaser and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of purchase price (together with assumed liabilities), which report shall be final, conclusive and binding and conclusive on Purchaser and Seller and upon the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with such Final Allocation). One-half of all fees, costs and expenses of retaining the Independent Accountant shall be borne by Seller and one-half of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Purchaser. Each party will bear the costs of its own counsel, witnesses (if any) and employeesparties.

Allocation of Consideration. In addition to the allocation of the Purchase Price contemplated by Article II, Seller and Purchaser shall further allocate the The Purchase Price, as finally determined pursuant to Article IIthe Assumed Liabilities, and any other applicable items required to be treated as consideration (for U.S. federal income Tax purposes will be allocated among the “Allocable Amount”) Acquired Assets for all Tax purposes in accordance with the requirements of Section section 1060 of the Code (and the regulations Treasury Regulations promulgated thereunder) for all Tax purposes; provided that such allocation for Tax purposes shall be thereunder in a manner consistent with the allocation principles set forth on Schedule 3.3 (the “Allocation Principles”). Within five (5) days of the Purchase Price as contemplated Closing Date, Purchaser shall provide to Sellers a draft allocation in a manner consistent with the Allocation Principles for Sellers’ review and comment. If Sellers do not provide Purchaser written objections to the draft allocation within five (5) days of receipt, the draft allocation shall be deemed to be agreed upon by Article IIthe parties. As soon as practicable following If Sellers propose changes to the date on which the Final Closing Statement becomes final draft allocation within such five (5)-day period, Sellers and binding on the parties pursuant Purchaser shall negotiate in good faith to Section 2.09(f), Seller shall prepare a schedule reflecting amend any aspects of the allocation of the Allocable Amount and shall submit such allocation to Purchaser for review. Purchaser and Seller shall use commercially reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with Section 1060 of the Code. If Seller dispute; provided, however, that if Sellers and Purchaser have not agreed on are unable to resolve any dispute with respect to the allocation within 90 calendar five (5) days after the date on which the Final Closing Statement become final and binding on the parties pursuant to Section 2.09(f)Purchaser received notice of Sellers’ objection, then Purchaser and Seller such dispute shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to be resolved by the Independent Accountant. Purchaser and Seller will each deliver to the other and to The findings of the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within 30 days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Purchaser and Seller or determined by the Independent Accountant (the “Final Allocation”) shall be final, binding and conclusive on Purchaser Sellers and Seller and the parties will report, and will cause their respective Affiliates to report, the federal, state, local and other Tax consequences of the transactions, including the filing of Internal Revenue Service Form 8594, in a manner consistent with such Final Allocation)Purchaser. One-half of all fees, costs The fees and expenses of retaining the Independent Accountant shall be borne equally by Seller Sellers and one-half Purchaser. Purchaser and Sellers shall (a) complete and file IRS Form 8594 with their respective U.S. Federal income Tax Returns consistent with such allocation for the taxable year in which the Closing occurs, and (b) not take any position (and cause their respective Affiliates to not take any position) on any Tax Return, before any Governmental or Regulatory Authority charged with the imposition, assessment or collection of Taxes, or in any judicial proceeding, that is in any manner inconsistent with the terms of such feesallocation, costs and expenses of retaining the Independent Accountant as finally determined; provided, however, that (i) no party hereto shall be borne by Purchaserunreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such allocation and (ii) the allocation shall not be binding upon Sellers for purposes of any plan filed in connection with the Bankruptcy Cases and shall not, and shall not be interpreted to, have any effect on any distributions to Sellers’ creditors or equityholders. Each party will bear Notwithstanding any other provision of this Agreement, the costs terms and provisions of its own counsel, witnesses (if any) and employeesthis Section 3.3 shall survive the Closing without limitation.