Common use of Allocation of Consideration Clause in Contracts

Allocation of Consideration. The Initial Consideration, as adjusted by the other provisions of Article II or Section 6.12 or 6.13 and any indemnification payments, plus the amount of the Acquired Company Liabilities (the “Total Consideration”), shall be allocated among the QRI Assets and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) in accordance with Section 1060 of the Code and the Treasury regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall be allocated among the Contributed Assets in accordance with the principles of Section 1060 of the Code and the Treasury Regulations, as set forth in Exhibit D of this Agreement (individually, a “Tax Allocated Value”, and collectively, the “Tax Allocated Values”). Prior to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Quicksilver and BreitBurn shall report the transactions contemplated by this Agreement in a manner consistent with the Consideration Allocation, such as reporting of asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation, Internal Revenue Service Form 8594. Quicksilver and BreitBurn shall not take any position in any Tax Return, Tax proceeding or Tax audit that is inconsistent with the Consideration Allocation, except as required by Law; provided, however, that neither BreitBurn nor Quicksilver shall be unreasonably impeded in its ability to settle any Tax audit or other Action related to Taxes.

Allocation of Consideration. The Initial ConsiderationIn connection with the Section 338(h)(10) Elections, as adjusted by the other provisions of Article II or Section 6.12 or 6.13 Holdings and any indemnification payments, plus Buyer shall act together in good faith to determine and agree upon: (i) the amount of the Acquired Company Liabilities "adjusted grossed-up basis" (the “Total Consideration”"AGUB") of the APC Shares and the shares of each of the Electing Subsidiaries (within the meaning of Treasury Regulations Section 1.338(b)-1(c)) and (ii) the proper allocations (the "Allocations") of the AGUB of the APC Shares among the assets of APC, and the AGUB of the shares of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries, including, without limitation, intangibles, in accordance with the IRC and the Treasury Regulations promulgated thereunder. Unless otherwise agreed by the parties, the AGUB of the APC Shares, allocated to the APC Electing Subsidiaries shall be allocated among the QRI Assets APC Electing Subsidiaries based on their 1998 operating revenue. For this purpose, the operating revenues shall be the sum of commissions, fees and contingent payments less outside brokers' expenses, as reflected on the unaudited consolidated income statements of APC and its Subsidiaries included in the Seller Disclosure Letter. Notwithstanding the foregoing, the calculations of the AGUB and the assets Allocations which the parties shall agree upon pursuant to this Section shall not include the respective investment banking, legal, accounting and properties other fees or costs incurred by each of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) in accordance with Section 1060 Buyer and Sellers as a result of the Code and the Treasury regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall be allocated among the Contributed Assets in accordance with the principles of Section 1060 of the Code and the Treasury Regulations, as set forth in Exhibit D of this Agreement (individually, a “Tax Allocated Value”, and collectively, the “Tax Allocated Values”). Prior to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Quicksilver and BreitBurn shall report the transactions contemplated by this Agreement ("Transaction Costs"). Holdings and each APC Electing Subsidiary will calculate the gain or loss, if any, resulting from the Section 338(h)(10) Elections in a manner consistent with the Consideration Allocation, such as reporting Allocations and the amount of asset values the APC Electing Subsidiary AGUB and other items for purposes of all federal, state, and local Tax Returns, including without limitation, Internal Revenue Service Form 8594. Quicksilver and BreitBurn shall will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax Return, Tax proceeding Return or Tax audit that is inconsistent with the Consideration Allocationotherwise, except as otherwise required by Lawany final determination of a proposed adjustment by a taxing authority; provided, however, that neither BreitBurn nor Quicksilver shall Holdings will be unreasonably impeded entitled to take into account its Transaction Costs when calculating such gain or loss. Buyer will allocate the AGUB of the APC Shares among the assets of APC and the AGUB of the APC Electing Subsidiaries among the assets of the APC Electing Subsidiaries in its ability to settle a manner consistent with the Allocations and will not take any position inconsistent with the Section 338(h)(10) Elections, the Allocations or the amount of the AGUB in any Tax audit Return or other Action related otherwise, except as otherwise required by any final determination of a proposed adjustment by a taxing authority; provided, however, that Buyer will be entitled to Taxesadd its Transaction Costs to the AGUB of the APC Shares for purposes of allocating such AGUB among the APC Assets.

Allocation of Consideration. The Initial Consideration, as adjusted by Buyer and Seller shall cooperate with each other in the other provisions preparation of Article II or Section 6.12 or 6.13 and any indemnification payments, plus the amount an allocation of the Acquired Company Aggregate Purchase Price (including the Assumed Liabilities (to the “Total Consideration”), shall be allocated among the QRI Assets and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) in accordance with Section 1060 of extent properly taken into account under the Code and the Treasury regulations thereunder (promulgated thereunder) among the Purchased Assets, and any similar provision of state, local or foreign Law, as appropriate) use their Best Efforts to complete such allocation (the “Consideration Allocation”). BreitBurn and Quicksilver agree that ) in a manner mutually acceptable to the unadjusted Total Consideration parties prior to the Closing or by such earlier date as may be required or requested by the SEC in connection with the preparation of the Proxy Statement, which Allocation shall be allocated among binding upon Buyer and Seller. In the Contributed Assets event that Buyer and Seller are unable to agree upon the Allocation during the period specified above, such disagreement shall be submitted to an Arbitrator for resolution either (i) after the Closing or (ii) to the extent completion of the Allocation is required or requested by the SEC in connection with the preparation of the Proxy Statement, as promptly as practicable and, in any event, prior to the filing or mailing of the Proxy Statement. In rendering its decision, the Arbitrator shall take into account the relevant sections of the Code, and the rules and regulations promulgated thereunder, and the relative fair market value of each of the Purchased Assets. Not later than thirty (30) days prior to the filing of their respective Forms 8594 related to the Transactions, each of Buyer and Seller shall deliver to the other a copy of its Form 8594. Each of Buyer and Seller agrees to (i) be bound by the Allocation, (ii) act in accordance with the principles Allocation in the preparation of Section 1060 of the Code all financial statements and the Treasury Regulationsfiling of all Tax Returns (including without limitation filing Form 8594 with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, as set forth in Exhibit D of this Agreement (individually, a “Tax Allocated Value”review or Tax litigation related thereto, and collectively, the “Tax Allocated Values”). Prior (iii) take no position and cause or permit their respective Affiliates to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Quicksilver and BreitBurn shall report the transactions contemplated by this Agreement in a manner consistent with the Consideration Allocation, such as reporting of asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation, Internal Revenue Service Form 8594. Quicksilver and BreitBurn shall not take any no position in any Tax Return, Tax proceeding or Tax audit that is inconsistent with the Consideration AllocationAllocation for income Tax purposes, except as including United States federal and state income Tax, and foreign income Tax, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. In the event that the Allocation is disputed by Law; providedany Governmental Entity, however, that neither BreitBurn nor Quicksilver the party receiving notice of such dispute shall be unreasonably impeded in its ability to settle any Tax audit or promptly notify and consult with the other Action related to Taxesparty and keep the other party apprised of material developments concerning resolution of such dispute.

Allocation of Consideration. The Initial Consideration, as adjusted by Buyer and the Sellers shall use Commercially Reasonable Efforts to agree upon an allocation among the Acquired Assets (other provisions of Article II or Section 6.12 or 6.13 and any indemnification payments, plus the amount than Nuclear Fuel) of the Acquired Company Liabilities (sum of the “Total Consideration”), shall be allocated among the QRI Assets Facility Purchase Price and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) in accordance with Section 1060 of the Code and the Treasury regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall be allocated among the Contributed Assets in accordance with the principles of Section 1060 of the Code and the Treasury Regulations, as set forth in Exhibit D of this Agreement (individually, a “Tax Allocated Value”, and collectively, the “Tax Allocated Values”). Prior to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made in accordance Assumed Liabilities consistent with Section 1060 of the Code and the Treasury Regulations thereunder within one hundred and twenty (120) days of the Effective Date (or such later date as the Parties may mutually agree) but in no event fewer than thirty (30) days prior to the Initial Closing Date. The Buyer and any similar provision the Sellers may obtain the services of an independent engineer or appraiser (the "Independent Appraiser") to assist in determining the fair value of the Acquired Assets solely for purposes of such allocation under this Section 2.8. If such an appraisal is made, the Buyer and the Sellers agree to accept the Independent Appraiser's determination of the fair value of the Acquired Assets. The cost of the appraisal shall be borne equally by the Buyer and the Sellers. To the extent such filings are required, the Buyer and the Sellers agree to file IRS Form 8594 and all federal, state, local or and foreign LawTax Returns in accordance with such agreed allocation. Except to the extent required to comply with audit determinations by any Governmental Authority with jurisdiction over a Party, as appropriate). Quicksilver the Buyer and BreitBurn the Sellers shall report the transactions contemplated by this Agreement and the Related Agreements for all required federal Income Tax and all other Tax purposes in a manner consistent with the Consideration Allocation, such as reporting of asset values allocation determined pursuant to this Section 2.8. The Buyer and the Sellers agree to provide each other items for purposes of all federal, state, and local Tax Returns, including without limitation, Internal Revenue Service promptly with any other information required to complete IRS Form 8594. Quicksilver The Buyer and BreitBurn the Sellers shall not take any position notify and provide each other with reasonable assistance in any Tax Returnthe event of an examination, Tax proceeding or Tax audit that is inconsistent with the Consideration Allocation, except as required by Law; provided, however, that neither BreitBurn nor Quicksilver shall be unreasonably impeded in its ability to settle any Tax audit or other Action related to Taxesproceeding regarding the agreed upon allocation of the Facility Purchase Price. The Buyer and the Sellers shall treat the transaction contemplated by this Agreement as the acquisition by the Buyer of a trade or business for United States federal income tax purposes and agree that no portion of the consideration therefor shall be treated in whole or in part as the payment for services or future services.

Allocation of Consideration. The Initial Consideration(a) As promptly as possible, as adjusted by but in any event within one hundred twenty (120) days after the other provisions Closing Date, Purchaser will provide to Sellers copies of Article II or Section 6.12 or 6.13 IRS Form 8594 and any indemnification payments, plus the amount of the Acquired Company Liabilities required exhibits thereto (the “Total ConsiderationAsset Acquisition Statement”), shall be allocated among the QRI Assets and the assets and properties ) with Purchaser’s proposed allocation of the Acquired Companies Purchase Price (collectively together with the QRI Assets, the “Contributed Assets”any assumed liabilities) in accordance with Section 1060 of the Code and the Treasury regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall be allocated among the Contributed Assets in accordance with the principles of Section 1060 of the Code and the Treasury Regulations, as set forth in Exhibit D of this Agreement (individually, a “Tax Allocated Value”, and collectively, the “Tax Allocated Values”). Prior to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made in accordance with Section 1060 assets of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Quicksilver and BreitBurn shall report the transactions contemplated by this Agreement Cogenics in a manner consistent with the Consideration Allocationprovisions of Sections 338 and 1060 and all regulations promulgated thereunder. Within sixty (60) days after the receipt of such Asset Acquisition Statement, Sellers will propose to Purchaser any changes to such as reporting of asset values Asset Acquisition Statement (and other items for purposes of all federalin the event no such changes are proposed in writing to Purchaser within such time period, stateSellers will be deemed to have agreed to, and local accepted, the Asset Acquisition Statement). Purchaser and Sellers will endeavor in good faith to resolve any differences with respect to the Asset Acquisition Statement within fifteen (15) days after Purchaser’s receipt of written notice of objection from Sellers. If Sellers withholds their consent to the allocation reflected in the Asset Acquisition Statement, and Purchaser and Sellers have acted in good faith to resolve any differences with respect to items on the Asset Acquisition Statement 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 a “Big Four” independent accounting firm or, if the disagreement involves valuation, to a nationally recognized appraisal firm mutually satisfactory to the parties (the “Allocation Arbiter”) (but in no event longer than thirty (30) days), which resolution shall be binding and conclusive upon Purchaser and Sellers without further appeal therefrom. Each party shall pay 50% of the costs of resolving any such dispute. Purchaser and Sellers shall, subject to the requirements of any applicable Tax Returnslaw or election, including without limitation, Internal Revenue Service Form 8594. Quicksilver file all Tax Returns and BreitBurn shall not take any position in any Tax Return, Tax proceeding or Tax audit that is inconsistent reports consistently with the Consideration Allocationallocation provided in the Asset Acquisition Statement, except as required by Law; providedor if applicable, however, that neither BreitBurn nor Quicksilver shall be unreasonably impeded in its ability to settle any Tax audit or other Action related to Taxesthe determination of the Allocation Arbiter.

Allocation of Consideration. The Initial Consideration, as adjusted by Coast and Xxxxxx'x shall endeavor in good faith to agree on the other provisions allocation of Article II or Section 6.12 or 6.13 and any indemnification payments, plus the amount of the Acquired Company Liabilities (the “Total Consideration”), shall be allocated among the QRI Assets and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) in accordance with Section 1060 of the Code and the Treasury regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall be allocated among the Contributed Assets in accordance with the principles of Section 1060 of the Code and the Treasury Regulations, as set forth in Exhibit D of this Agreement (individually, a “Tax Allocated Value”, and collectively, the “Tax Allocated Values”). Prior to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets shall Transaction (as determined for federal income tax purposes, including any assumed liabilities that are required to be treated as adjustments part of the consideration for federal income tax purposes) among the Barbary Coast Acquired Assets (and any other assets that are considered to be acquired for federal income tax purposes) on or prior to the Consideration Allocation, which shall be made Closing Date in accordance with Section 1060 of the Code and the Treasury Regulations thereunder and applicable Nevada Law (and any similar provision of state, local or foreign Law, as appropriatethe "Consideration Allocation"). Quicksilver If Xxxxxx'x and BreitBurn Coast have not agreed on the Consideration Allocation by the Closing Date, Xxxxxx'x and Coast shall report endeavor in good faith to resolve such disagreement as promptly as practicable following the transactions contemplated Closing Date. If Xxxxxx'x and Coast are unable to resolve such disagreement within sixty (60) days following the Closing Date, then any disputed matter(s) will be finally and conclusively resolved by this Agreement an independent accounting firm of recognized national standing with no existing relationship with either party that is mutually selected by Xxxxxx'x and Coast (the "Auditor") as promptly as practicable, and such resolution(s) will be reflected in a manner consistent with the Consideration Allocation. The fees and expenses of the Auditor shall be borne equally by Xxxxxx'x and Coast. Xxxxxx'x and Coast agree to (x) be bound by the Consideration Allocation, such as reporting of asset values and other items for purposes (y) act in accordance with the Consideration Allocation in the filing of all federaltax returns (including, state, and local Tax Returns, including without limitation, Internal Revenue Service filing IRS Form 8594 (and any supplemental or amended Form 8594. Quicksilver ) with their United States federal income tax return for the taxable year that includes the Closing Date) and BreitBurn shall not in the course of any tax audit, tax review or tax litigation relating thereto, and (z) take any no position in any Tax Return, Tax proceeding or Tax audit that is and cause its Affiliates to take no position inconsistent with the Consideration Allocation for tax purposes, unless otherwise required pursuant to a "determination" within the meaning of Section 1313(a) of the Code. Notwithstanding anything herein to the contrary, for purposes of preparing the Consideration Allocation, except Coast and Xxxxxx'x agree that no value will be allocated to any Section 197 intangibles in connection with the exchange of the Barbary Coast property (or the exchange of the Coast SPE Ownership Interests, as required by Law; provided, however, that neither BreitBurn nor Quicksilver shall be unreasonably impeded in its ability to settle any Tax audit or other Action related to Taxesapplicable).

Allocation of Consideration. The Initial ConsiderationPurchase Price and the Assumed Liabilities shall, as adjusted by prior to the other provisions of Article II or Section 6.12 or 6.13 and any indemnification paymentsClosing Date, plus the amount of the Acquired Company Liabilities (the “Total Consideration”), shall be allocated among the QRI Acquired Assets and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) in accordance with applicable Law, including but not limited to, Section 1060 of the Code and the Treasury regulations Regulation thereunder (and any similar provision of state, local or foreign Lawnon-U.S. Laws, as appropriateapplicable) and the methodologies set forth on Schedule 3.2. Within one hundred twenty (120) days after the Closing Date, Purchaser shall deliver to Seller for review a draft allocation (the “Consideration Draft Allocation”). BreitBurn If Seller does not object to such Draft Allocation, such allocation shall become the final allocation (any such final agreed allocation, the “Allocation”) for Tax reporting purposes under applicable Law. If Seller objects to such Draft Allocation, Seller shall deliver to Purchaser a statement setting forth their objections and Quicksilver agree that suggested adjustments (an “Allocation Objections Statement”) within thirty (30) days from the unadjusted Total Consideration shall be allocated among the Contributed Assets in accordance with the principles of Section 1060 delivery of the Code and the Treasury Regulations, as Draft Allocation. Purchaser agrees to consider any objection set forth in Exhibit D of this Agreement (individually, a “Tax Allocated Value”, and collectively, the “Tax Allocated Values”)Allocation Objections Statement in good faith. Prior to ClosingTo the extent Purchaser does not accept the objections set forth on the Allocation Objections Statement, the Parties agree to negotiate in good faith to attempt to resolve the associated dispute within twenty (20) days after Seller provides the Allocation Objections Statement to Purchaser. If Purchaser and Seller are unable to reach an agreement within this timeframe, the matters remaining in dispute shall prepare be submitted to an independent expert to be engaged pursuant to an engagement letter among Purchaser, Seller and the independent expert, with the costs of such independent expert to be split equally by Purchaser and Seller. Purchaser and Seller shall each request that the independent expert make a mutually agreed schedule setting forth any necessary adjustments final determination as to the Tax Allocated Valuesdisputed items within ten (10) days after such submission, based upon with the Closing Date Consideration (independent expert acting as an expert and not as an arbitrator If any matter of such dispute is not resolved in this timeframe, Seller on one hand and Purchaser on the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets other shall be treated as adjustments permitted to the Consideration Allocation, which shall be made in accordance with Section 1060 make such allocation of the Code Purchase Price and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, Assumed Liabilities as they determine appropriate). Quicksilver and BreitBurn Neither the Purchaser nor Seller shall report the transactions contemplated by this Agreement in a manner consistent with the Consideration Allocation, such as reporting of asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation, Internal Revenue Service Form 8594. Quicksilver and BreitBurn shall not take any position (whether in any Tax Returnaudits, Tax proceeding Returns or Tax audit otherwise) that is inconsistent with the Consideration Allocation, except as such Allocation unless required to do so by applicable Law; provided, however, that neither BreitBurn nor Quicksilver shall be unreasonably impeded in its ability to settle any Tax audit or other Action related to Taxes.

Allocation of Consideration. The Initial ConsiderationSeller and Purchaser agree that they shall use, and shall cause their respective Subsidiaries to use, their reasonable best efforts to enter into an agreement (the "Allocation Agreement") as to the allocation of the Purchase Price (as adjusted by pursuant to Article II) and the other provisions of Article II or Section 6.12 or 6.13 and any indemnification payments, plus Assumed Liabilities among the amount Acquired Assets acquired hereunder. Purchaser shall initially prepare a draft of the Acquired Company Liabilities Allocation Agreement (the “Total Consideration”)"Proposed Allocation") and shall submit such Proposed Allocation to Seller within 90 days after the Closing Date. If, within 60 days after Seller's receipt of the Proposed Allocation, Seller shall not have objected in writing to such Proposed Allocation, the Proposed Allocation shall become the Allocation Agreement. In the event that Seller objects in writing within such 60 day period and Seller and Purchaser are unable to reach an agreement, the dispute shall be allocated among referred to a nationally recognized accounting firm mutually acceptable to Seller and Purchaser (the QRI Assets "Accounting Firm") for resolution, and the assets and properties determination of the Acquired Companies (collectively Accounting Firm shall be binding upon Seller and Purchaser and their respective Subsidiaries and shall constitute the Allocation Agreement, with the QRI Assets, the “Contributed Assets”) in accordance with Section 1060 Seller and Purchaser each bearing one-half of the Code costs, fees and expenses of the Treasury regulations thereunder (Accounting Firm. Seller and any similar provision of statePurchaser agree to act, local or foreign Lawand to cause their respective Subsidiaries to act, as appropriate) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall be allocated among the Contributed Assets in accordance with the principles allocations contained in the Allocation Agreement determined pursuant to this Section 9.2. Purchaser shall initially prepare for delivery to Seller a completed set of Section 1060 of the Code and the Treasury Regulations, as set forth in Exhibit D of this Agreement (individually, a “Tax Allocated Value”, and collectively, the “Tax Allocated Values”). Prior to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Quicksilver and BreitBurn shall report the transactions contemplated by this Agreement in a manner consistent with the Consideration Allocation, such as reporting of asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation, Internal Revenue Service Form 8594, including all additional information and materials required to be attached to such Form 8594 pursuant to the Treasury Regulations under Section 1060 of the Code. Quicksilver Such documents and BreitBurn shall not take any position in any Tax Return, Tax proceeding or Tax audit that is inconsistent with the Consideration Allocation, except as required by Law; provided, however, that neither BreitBurn nor Quicksilver forms shall be unreasonably impeded in its ability delivered to settle Seller for review no later than 60 days prior to the date any Tax audit or other Action related such forms are required to Taxesbe filed. For all purposes hereunder, any indemnification payments pursuant to Article X shall be treated as an adjustment to the Purchase Price.

Allocation of Consideration. The Initial Consideration, as adjusted by the other provisions of Article II or Section 6.12 or 6.13 and any indemnification paymentsClosing Payment Amount, plus any other amounts treated as amount realized under U.S. federal income Tax law (including, to the amount of the Acquired Company Liabilities (the “Total Consideration”extent so treated, assumed liabilities), shall be allocated among the QRI Assets and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) in accordance with Section 1060 of the Code and the Treasury regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall be allocated among the Contributed Assets in accordance with the principles of Section 1060 of the Code and the Treasury Regulations, as set forth in Exhibit D of this Agreement following procedures (individually, a “Tax Allocated Value”, and collectively, the “Tax Allocated ValuesAllocation Statement”). Prior to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration The Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall Statement will be made in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar analogous provision of stateforeign, state or local or foreign Applicable Law. The Company Group, as appropriate). Quicksilver the Sellers and BreitBurn shall report the transactions contemplated by this Agreement in a manner Buyers agree to file all Tax Returns and make all other necessary filings consistent with the Consideration AllocationAllocation Statement, unless required otherwise by Applicable Law. No later than 45 days after the Closing Date, the Buyers shall prepare and deliver to the Sellers for the Sellers’ review and approval, a draft of the Allocation Statement (the “Draft Allocation Statement”). Within 60 days following the Sellers’ receipt of the Draft Allocation Statement, the Sellers shall provide comments on the Draft Allocation Statement and the Buyers and Sellers agree to discuss such comments in good faith. If, within 60 days after the delivery of the Draft Allocation Statement, the Buyers and the Sellers have not agreed on any disputed aspects of the Draft Allocation Statement, any disputed aspects of the Draft Allocation Statement shall be submitted in writing to the Firm which shall resolve such disputes as reporting of asset values promptly as possible. The Company Group, the Sellers and the Buyers shall cooperate with each other items to enable a Firm (which shall be appointed in the manner provided for purposes of all federalin Section 1.7, stateapplied mutatis mutandis) to resolve any such dispute, and local Tax Returnsthe costs, including without limitationexpenses and fees of such Firm shall be borne equally by the Sellers, Internal Revenue Service Form 8594on the one hand, and the Buyers, on the other hand. Quicksilver and BreitBurn Following the resolution of any such dispute, the Draft Allocation Statement as modified shall not become the Allocation Statement. The Allocation Statement shall be appropriately adjusted to reflect any other payment treated as an adjustment to the Purchase Price hereunder. Neither the Buyers nor the Sellers, nor any of their respective Affiliates, shall take any Tax position in on any Tax Return, Tax proceeding audit or Tax audit otherwise that is inconsistent with the Consideration Allocationallocation set forth on the Allocation Statement, except as unless required otherwise by Applicable Law; provided, however, that neither BreitBurn nor Quicksilver shall be unreasonably impeded in its ability to settle any Tax audit or other Action related to Taxes.

Allocation of Consideration. The Initial Consideration, Viacom and Livewire shall endeavor to agree as adjusted soon as practicable but in any event no later than 30 days after the Statement of Working Capital has been agreed by the other provisions of Article II or Section 6.12 or 6.13 and any indemnification paymentsparties, plus the amount on an allocation of the Acquired Company Adjusted Purchase Price and the Assumed Liabilities (together, the “Total Consideration”), shall be allocated "CONSIDERATION") among the QRI Acquired Assets and the assets and properties of Ancillary Agreements, in the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) in accordance with manner required by Section 1060 of the Code and the Treasury regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Consideration Allocation”"ALLOCATION"). BreitBurn Viacom and Quicksilver each Purchaser agree that the unadjusted Total Consideration allocated to the WEAPH Shares shall not exceed the aggregate of US$25 million plus the amount of indebtedness of the Singapore Companies assumed or retired by any Purchaser at Closing but shall not be less than US$20 million and that the Consideration shall be allocated among the Contributed Assets Acquired Assets, the Assumed Liabilities and the Ancillary Agreements consistent with the agreed-upon Allocation and Viacom and each other applicable Seller and each Purchaser further agree to file all Tax Returns and related forms (including without limitation Form 8594) in accordance with the principles Allocation and shall not make any inconsistent written statement or take any inconsistent position on any Tax Return, in any refund claim, or during the course of any Internal Revenue Service or other Tax audit. Each party shall notify the other party if it receives notice that the Internal Revenue Service proposes any adjustment to the Allocation. Notwithstanding the foregoing provisions of this Section 1060 2.11, if Viacom and Livewire are unable to agree on an allocation of the Code Consideration within 30 days after the Statement of Working Capital has been agreed by the parties, each shall be permitted to allocate the Consideration among the Acquired Assets, the Assumed Liabilities and the Treasury RegulationsAncillary Agreements, and to take any related actions and positions, as set forth in Exhibit D of this Agreement it deems appropriate; PROVIDED, HOWEVER, that (individually, a “Tax Allocated Value”, and collectively, the “Tax Allocated Values”). Prior to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets i) such purchase price allocations shall be treated as adjustments to the Consideration Allocation, which shall be made in accordance with Section 1060 of the Code and the applicable Treasury Regulations thereunder regulations (and any similar provision comparable provisions of state, local foreign Tax law) and (ii) Viacom and its Affiliates or foreign Law, Livewire and its Affiliates (as appropriate). Quicksilver and BreitBurn the case may be) shall report the transactions contemplated by this Agreement in a manner consistent with the Consideration Allocation, such as reporting of asset values and other items for purposes of all federal, statebe bound by, and local Tax Returns, including without limitation, Internal Revenue Service Form 8594. Quicksilver and BreitBurn shall not take any position in any Tax Returnreporting positions inconsistent with, Tax proceeding or Tax audit that is inconsistent with the Consideration Allocation, except as required by Law; provided, however, that neither BreitBurn nor Quicksilver shall be unreasonably impeded in its ability to settle any Tax audit or other Action related to Taxestheir respective allocations.

Allocation of Consideration. The Initial ConsiderationSeller and Purchaser agree that they shall use, and shall cause their respective Subsidiaries to use, their reasonable best efforts to enter into an agreement (the "Allocation Agreement") as to the allocation of the Purchase Price (as adjusted by pursuant to Article II) and the other provisions of Article II or Section 6.12 or 6.13 and any indemnification payments, plus Assumed Liabilities among the amount Assets acquired hereunder. Purchaser shall initially prepare a draft of the Acquired Company Liabilities Allocation Agreement (the “Total Consideration”)"Proposed Allocation") and shall submit such Proposed Allocation to Seller within 90 days after the Closing Date. If, within 60 days after Seller's receipt of the Proposed Allocation, Seller shall not have objected in writing to such Proposed Allocation, the Proposed Allocation shall become the Allocation Agreement. In the event that Seller objects in writing within such 60 day period and Seller and Purchaser are unable to reach an agreement, the dispute shall be allocated among referred to a nationally recognized accounting firm mutually acceptable to Seller and Purchaser (the QRI Assets "Accounting Firm") for resolution, and the assets and properties determination of the Acquired Companies (collectively Accounting Firm shall be binding upon Seller and Purchaser and their respective Subsidiaries and shall constitute the Allocation Agreement, with the QRI Assets, the “Contributed Assets”) in accordance with Section 1060 Seller and Purchaser each bearing one-half of the Code costs, fees and expenses of the Treasury regulations thereunder (Accounting Firm. Seller and any similar provision of statePurchaser agree to act, local or foreign Lawand to cause their respective Subsidiaries to act, as appropriate) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall be allocated among the Contributed Assets in accordance with the principles allocations contained in the Allocation Agreement determined pursuant to this Section 10.2. Purchaser shall initially prepare for delivery to Seller a completed set of Section 1060 of the Code and the Treasury Regulations, as set forth in Exhibit D of this Agreement (individually, a “Tax Allocated Value”, and collectively, the “Tax Allocated Values”). Prior to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Quicksilver and BreitBurn shall report the transactions contemplated by this Agreement in a manner consistent with the Consideration Allocation, such as reporting of asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation, Internal Revenue Service Form 8594, including all additional information and materials required to be attached to such Form 8594 pursuant to the Treasury Regulations under Section 1060 of the Code. Quicksilver Such documents and BreitBurn shall not take any position in any Tax Return, Tax proceeding or Tax audit that is inconsistent with the Consideration Allocation, except as required by Law; provided, however, that neither BreitBurn nor Quicksilver forms shall be unreasonably impeded in its ability delivered to settle Seller for review no later than 60 days prior to the date any Tax audit or other Action related such forms are required to Taxesbe filed. For all purposes hereunder, any indemnification payments pursuant to Article XI shall be treated as an adjustment to the Purchase Price.