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(i) All of the consideration payable to the Members in a Sale Transaction shall first be aggregated by the Company before distributing any such consideration to any holder of Units. Subject to clauses (ii) through (iv) below, the Company shall then promptly distribute the aggregate consideration to the Members in accordance with Section 4.1(b). Notwithstanding the foregoing, the aggregate purchase price payable to the TRG Member in any Sale Transaction shall be no less than the Anywhere Call Option Unit Price per Unit multiplied by the number of Units sold by the TRG Member in such Sale Transaction (for purposes of calculating the Anywhere Call Option Unit Price, treating the date of the consummation of such Sale Transaction as the date of the Anywhere Call Option Closing for purposes of the definitions of “Anywhere Call Option Unit Price” and “Company Unit Price” and treating the date of delivery of the Sale Offer Notice as the date of delivery of the Anywhere Call Option Notice for purposes of Section 7.4(f)). (ii) With respect to any Sale Transaction, (A) the Company’s and its Subsidiaries’ expenses (including reasonable out-of-pocket costs and expenses paid in connection with such Sale Transaction), purchase price adjustments, escrow amounts, purchase price holdbacks, indemnity obligations and other similar items, shall be deemed to reduce (or increase, as adjusted by the other provisions case may be; i.e., in the case of Article II a purchase price adjustment increase or an indemnity payment in favor of the Members) the aggregate consideration for purposes of determining the apportionment in accordance with Section 6.12 or 6.13 and any indemnification 4.1(b), (B) cash amounts paid to the Members following the applicable closing (i.e., purchase price adjustment increases, earnout payments, plus the amount of the Acquired Company Liabilities (the “Total Consideration”)escrow and holdback releases, and similar items) shall be allocated among the QRI Assets Units as such amounts would have been allocated at the applicable closing had such amounts been included in the aggregate consideration and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) apportioned in accordance with Section 1060 of 4.1(b) and (C) amounts payable directly by the Code Members (rather than from escrow or holdback) following the applicable closing (i.e., pursuant to purchase price adjustment decreases, indemnity obligations, and the Treasury regulations thereunder (and any similar provision of state, local or foreign Law, as appropriateitems) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall be allocated among the Contributed Assets in accordance with Units (and paid accordingly by the principles of Section 1060 Members that held such Units as of the Code and applicable closing) to reflect the Treasury Regulationsreduction in consideration, as set forth in Exhibit D of this Agreement (individuallyif any, a “Tax Allocated Value”, and collectively, that such Units would have suffered at the “Tax Allocated Values”). Prior to Closing, applicable closing had such amounts been deducted from 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 aggregate consideration for purposes of determining the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made apportionment in accordance with Section 1060 4.1(b), in each case, presuming for purposes of such calculation that the Units sold in such Sale Transaction are all the outstanding Units. (iii) If the Sale Transaction involves the issuance of any stock or other equity consideration in a transaction not involving a public offering and any Member otherwise entitled to receive consideration in such transaction is not an accredited investor (as defined under Rule 501 of Regulation D under the Securities Act), then the Company may require each Member that is not an accredited investor (A) to receive solely cash in such transaction, (B) to otherwise be cashed out (by redemption or otherwise) by the Company or any other Member prior to the consummation of such transaction, and/or (C) to appoint a purchaser representative (as contemplated by Rule 506 of Regulation D under the Securities Act) selected by the Company, with the intent being that such Member that is not an accredited investor receives substantially the same value that such Member would have otherwise received had such Member been an accredited investor. (iv) If all or any portion of the Code and consideration payable to the Treasury Regulations thereunder Members in a Sale Transaction is in a form other than cash, the TRG Member shall have the right, upon delivery of written notice thereof to the Anywhere Member prior to the consummation of the Sale Transaction (which, for the avoidance of doubt, shall not occur prior to the date that is 10 Business Days following the date of receipt by the TRG Member of the applicable Sale Offer Notice), to elect to receive all of the consideration payable to the TRG Member in such Sale Transaction in cash in an amount equal to the value of the non-cash consideration that the TRG Member would otherwise be entitled pursuant to such Sale Transaction (and any similar provision of statesuch value shall be calculated in accordance with Section 7.2(b)) (a “Cash Election”, local or foreign Lawand such cash consideration, as appropriatethe “Cash Consideration”). Quicksilver and BreitBurn shall report If the transactions contemplated by this Agreement TRG Member makes a Cash Election, the Anywhere Member will structure the Sale Transaction in its sole discretion in a manner consistent that provides for the TRG Member to receive the Cash Consideration, which may include a purchase by the Anywhere Member or any of its Affiliates of the TRG Member’s Units for cash, a redemption of the TRG Member’s Units by the Company for cash, or a reallocation of the consideration to be paid by the purchaser in the Sale Transaction such that the TRG Member receives only cash in respect of its Units. In the event the TRG Member delivers a Cash Election pursuant to this Section 7.2(b)(iv), the receipt of Cash Consideration in accordance with this Section 7.2(b)(iv) by the TRG Member shall be a condition to the consummation of the Sale Transaction. (v) If the Sale Transaction to be effected in accordance with this Section 7.2 is structured as a merger, consolidation or asset sale, each Member shall vote in favor of such merger, consolidation or asset sale and hereby waives any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale. If the Sale Transaction to be effected in accordance with this Section 7.2 is structured as a sale of equity securities, each Member shall agree to sell all of his, her or its Units and other equity securities on the terms and conditions approved by the Board, subject to the terms of this Section 7.2. (vi) In connection with a Sale Transaction effected pursuant to this Section 7.2, the provisions of Section 7.3(b), Section 7.3(c) (with references to the Tag-Along Deadline therein being deemed to refer to the date on which the Sale Offer Notice is delivered, and provided that the consummation of the Sale Transaction shall not occur prior to the date that is 10 Business Days following the date of receipt by the TRG Member of the applicable Sale Offer Notice) and Section 7.3(e) shall apply to such Sale Transaction, mutatis mutandis. The Anywhere Member may amend the terms of, or terminate, any such Sale Transaction at any time prior to the consummation of such Sale Transaction at the sole discretion of the Anywhere Member without any liability to the TRG Member (so long as any such amendment otherwise complies with the Consideration Allocation, such as reporting other provisions 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 Taxesthis Section 7.2).

Allocation of Consideration. The Initial Consideration, as adjusted by (a) Within 90 days after 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 Company shall prepare a mutually agreed schedule setting forth an allocation of the price paid for the Assets (which shall include any necessary adjustments adjustment to the Tax Allocated Valuespurchase price pursuant to Sections 6.1 or 7.6, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect and any Assumed Liabilities, in each case to the extent that such amounts are treated as consideration for the Contributed Assets shall be treated as adjustments to the Consideration Allocation, which shall be made for income Tax purposes) in accordance a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision the “Price Allocation”), subject to the Buyer’s approval 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 such Price 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 which approval shall not be unreasonably withheld. In the event the Buyer and the Company cannot reach an agreement on the Price Allocation within 20 days after delivery thereof by the Company, the parties agree to submit such dispute to the Accounting Firm pursuant to the procedures set forth in Section 1.2(c), mutatis mutandis. Each party agrees to timely file an IRS Form 8594 reflecting the Price Allocation for the taxable year that includes the date hereof and to make any timely filing required by any Applicable Law. The Price Allocation as ultimately determined pursuant to this Section 1.4 shall be binding on the Buyer and the Company for all Tax reporting purposes. Neither the Buyer nor the Company shall take any position in any Tax Return, Tax proceeding or Tax audit that is inconsistent with the Consideration AllocationPrice Allocation in connection with any Tax proceeding, except that the Buyer’s cost for the Assets may differ from the amount so allocated to the extent necessary to reflect its capitalized acquisition costs other than the amount realized by the Company. In the event that the Price Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other parties hereto of such dispute and the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the Price Allocation. (b) Any indemnification payment treated as required by Law; provided, however, that neither BreitBurn nor Quicksilver an adjustment to the total consideration paid for the Assets shall be unreasonably impeded reflected as an adjustment to the consideration allocated to a specific asset, if any, giving rise to the adjustment and if any such adjustment does not relate to a specific asset, such adjustment shall be allocated among the assets in its ability to settle any Tax audit or other Action related to Taxesaccordance with the Price Allocation method provided in this Section 1.4.

Allocation of Consideration. The Initial Consideration, as adjusted by the other provisions of Article II or Section 6.12 or 6.13 Seller and any indemnification payments, plus the amount Buyer agree to cooperate in good faith to determine reasonable allocation of the Acquired Company Liabilities (the “Total Consideration”), shall be allocated Purchase Price among the QRI Purchased 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 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 any similar provision of state, local or foreign Law, as appropriate). Quicksilver Buyer shall cooperate in good faith to mutually agree to such allocation and BreitBurn shall report the transactions contemplated by this Agreement in a manner consistent with the Consideration Allocation, reduce such as reporting of asset values and other items for purposes of all federal, state, and local Tax Returnsagreement to writing, including without limitation, 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. Quicksilver The Sellers Representative and BreitBurn Buyer shall not take file timely any position in any Tax Return, Tax proceeding or Tax audit that is inconsistent such forms and statements with the Consideration AllocationInternal Revenue Service. In 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 within sixty (60) days after the Sellers Representative’s receipt of Buyer’s proposed allocation, except any disputed items shall be resolved by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Incorporated or such other nationally or regionally recognized appraisal firm as required agreed by Law; providedBuyer 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, howeverfees and expenses of the Appraiser relating to the allocation. The allocation of the Purchase Price shall be revised to take into account subsequent adjustments to the Purchase Price in a manner provided by Section 1060 of the Code and the Treasury Regulations thereunder. The final Purchase Price allocation shall be binding on the Buyer and Sellers for U.S. Tax Reporting purposes, provided that neither BreitBurn nor Quicksilver no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit audit, claim or other Action related to Taxessimilar proceedings.

Allocation of Consideration. The Initial Consideration, as adjusted by Sagicor Parties and Playa agree to allocate the other provisions of Article II or Exchange Consideration among the Assets for all purposes in accordance with the allocation determined in accordance with this Section 6.12 or 6.13 and any indemnification payments, plus 2.11. Playa may propose such Exchange Consideration allocation to the amount of Sagicor Parties following the Acquired Company Liabilities date hereof (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 Proposed Allocation”). BreitBurn Upon receipt of 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 Quicksilver agree that explanation therefor. If no response is received from the unadjusted Total Consideration Sagicor Parties within such five (5) business day period, the Proposed Allocation shall be allocated among deemed agreed to by the Contributed Assets 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 ▇▇▇▇▇ ▇▇▇▇ 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 Exchange Consideration allocation, in accordance with the principles of Section 1060 of the Code and the Treasury Regulations, as procedures set forth in Exhibit D of this Agreement (individuallySection 2.11, a “Tax Allocated Value”, and collectively, Playa may attached such allocation hereto as Schedule 2.11. After the “Tax Allocated Values”). Prior to Closing, the Parties parties hereto shall prepare a mutually agreed schedule setting forth make consistent use of such allocation determined in accordance herewith, fair market value and useful lives for all Tax purposes and in all filings, declarations and reports with any necessary adjustments Governmental Authority in respect thereof. In any Proceeding related to the Tax Allocated Valuesdetermination of any Tax, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”)neither Playa nor any Sagicor Party shall contend or represent that such allocation is not a correct allocation. Any post-Closing adjustments with respect to the consideration for the Contributed Assets The terms of this Section 2.11 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 Taxessurvive Closing.

Allocation of Consideration. The Initial Consideration(a) Promptly upon Assignor’s receipt from HSBC of the draft allocation statement prepared by HSBC pursuant to Section 3.4 of the Primary Purchase Agreement, Assignor shall deliver to Purchaser a draft allocation statement setting forth the proposed calculation of the aggregate amount of consideration paid by Purchaser in respect of the Transferred Business, together with such adjustments as adjusted by are appropriate to take into consideration the other provisions of Article II or Section 6.12 or 6.13 and any indemnification paymentsdifference, plus if any, between the amount of the Acquired Company Liabilities Purchaser Premium under this Agreement and the amount of the Premium and the Liquidity Payment (each as defined in the Primary Purchase Agreement) allocable to the Transferred Business under the Primary Purchase Agreement (the “Total ConsiderationAllocation Statement”), shall be allocated among the QRI Assets ) and the assets and properties of proposed allocation in the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) form required in accordance with Section 1060 of the Code of such aggregate amount among the Purchased Assets. If within twenty (20) days after Purchaser’s receipt of the draft Allocation Statement, Purchaser shall not have objected in writing to such draft statement, then such draft statement shall become the Allocation Statement. In the event that Purchaser objects in writing within such twenty (20) day period, Assignor and Purchaser shall negotiate in good faith, including with HSBC, to resolve the Treasury regulations thereunder (and any similar provision of statedispute; provided, local or foreign Lawhowever, as appropriate) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that Purchaser acknowledges that the unadjusted Total Consideration methodology used to prepare the Allocation Statement in connection with the Primary Closing (as defined in the Primary Purchase Agreement) shall be allocated govern the preparation of the Allocation Statement under this Agreement. (b) The parties hereto agree to report the allocation of the total consideration among the Contributed Purchased 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 AllocationAllocation Statement, such as reporting of asset values and other items for purposes agree to act consistently in the preparation and filing of all federalTax Returns (including filing Form 8594 with their respective federal income Tax Returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, stateTreasury regulations, and local Tax Returns, including without limitation, the Internal Revenue Service Form 8594. Quicksilver or any applicable state or local Taxing Authority) and BreitBurn shall not take any position in the course of any Tax Returnaudit, Tax proceeding review or Tax audit that is inconsistent with the Consideration Allocation, except as required by Lawlitigation relating thereto; provided, however, provided that neither BreitBurn Assignor nor Quicksilver shall any of its Affiliates nor Purchaser or any of its Affiliates will be unreasonably impeded in its ability obligated to settle litigate any Tax audit or other Action related challenge to Taxessuch allocation of the aggregate consideration by a Taxing Authority.

Allocation of Consideration. The Initial Consideration(a) Within 45 business days after the Closing Date, as adjusted by the other provisions of Article II or Section 6.12 or 6.13 and any indemnification payments, plus Purchaser shall propose to the amount Seller an allocation of the Acquired Purchase Price, including liabilities of the Company Liabilities required to be taken into account for United States federal income tax purposes (together, the "Consideration"), among the assets of the Company pursuant to Section 1060 of the Code (the “Total Consideration”"Preliminary Allocation"). Within 20 business days following the receipt of the Preliminary Allocation, the Seller shall provide to the Purchaser either (i) a written notice evidencing the Purchaser's consent to the Preliminary Allocation or (ii) a written notice objecting to the Preliminary Allocation, such notice to contain an explanation of the reasons for the Seller's objections. Within 5 business days following receipt of the Seller's objections, if any, to the Preliminary Allocation (the "Allocation Resolution Period"), the Seller and the Purchaser shall negotiate in good faith to resolve any differences regarding the Preliminary Allocation (as so resolved, the "Final Allocation") for a period of 30 days after the receipt of the Seller's objections. (b) If the Seller and the Purchaser are unable to resolve any differences with regard to the allocation of the Consideration with the Allocation Resolution Period, then any disputed matters shall be allocated among the QRI Assets finally and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) conclusively determined in accordance with Section 1060 of the Code by an independent nationally-recognized accounting firm (the "Independent Accounting Firm") chosen by the Seller and the Treasury regulations thereunder Purchaser. Promptly, but not later than 15 business days after its acceptance of appointment hereunder, the Independent Accounting Firm shall determine only those matters in dispute and shall render a written report as to the disputed matters and the resulting allocation of the Consideration, and such report of the Independent Accounting Firm shall be final, conclusive and binding upon the Seller and the Purchaser and deemed to be the Final Allocation. The Independent Accounting Firm's fees and expenses incurred pursuant to this Section 6.12(b) shall be borne equally by the Seller and the Purchaser. (c) The Purchaser and the Company shall (A) be bound by the Final Allocation for all income Tax purposes, (B) timely file all forms and Tax Returns required to be filed in connection with the Final Allocation (including IRS Form 8594 and any similar provision of state, local other forms or foreign Law, as appropriate) (the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall reports required to be allocated among the Contributed Assets in accordance with the principles of filed pursuant to Section 1060 of the Code and the Treasury Regulations, as set forth in Exhibit D or any comparable Requirements 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 Law (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 Forms")), (C) prepare and the Treasury Regulations thereunder (file all Section 1060 Forms and any similar provision of state, local or foreign Law, as appropriate). Quicksilver and BreitBurn shall report the transactions contemplated by this Agreement Tax Returns in a manner consistent with the Consideration Allocation, such as reporting of asset values Final Allocation 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 (D) take any no position inconsistent with the Final Allocation in any Section 1060 Form or 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 Taxesexamination by, or any proceeding before, any taxing authority or otherwise.

Allocation of Consideration. The Initial Consideration, as adjusted by the Purchase Price and those Assumed Liabilities and other provisions items included in “consideration” for purposes of Article II or Section 6.12 or 6.13 and any indemnification payments, plus the amount of the Acquired Company Liabilities Code section 1060 (the “Total Section 1060 Consideration”), ) shall be allocated among the QRI Purchased Assets based on their fair market values, in compliance with Code section 1060 and the assets and properties of the Acquired Companies Treasury Regulations thereunder, in accordance with this Section 1.5 (collectively with the QRI Assetssuch allocation, 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 For purposes of calculating the Section 1060 Consideration, the amounts, as of the Closing Date, of the accounts payable, accrued expenses and Quicksilver 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 that, as of the unadjusted Total Consideration 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 shall be allocated among the Contributed Assets in accordance with the principles of Section 1060 to goodwill. As soon as reasonably practicable after determination of the Code and the Treasury Regulations, as set forth in Exhibit D of this Agreement (individually, a “Tax Allocated Value”, and collectivelyFinal Post-Closing Net Working Capital Statement pursuant to Section 1.10(c), the Purchaser shall prepare and deliver to the Company a proposed Allocation (the “Tax Allocated ValuesDraft Allocation”). Prior to Closing, The Company may notify the Parties shall prepare a mutually agreed schedule setting forth Purchaser in writing of any necessary adjustments objections to the Tax Allocated Values, based upon the Closing Date Consideration Draft Allocation within fifteen (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 Allocation15) days after receipt thereof, which notice shall be made in accordance with Section 1060 include reasonable detail of the Code and the Treasury Regulations thereunder (and any similar provision nature 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 Laweach disputed item; provided, however, that neither BreitBurn nor Quicksilver 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 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 unreasonably impeded final and binding upon all parties hereto and shall not be subject to dispute 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 its ability 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 settle the Company IRS Form 8594 and any required exhibits thereto, and any similar forms required under applicable state, local or foreign Tax audit Law, which shall conform with the Final Allocation, and both the Company and the Purchaser shall timely file: (a) such Form 8594 with the IRS in accordance with the requirements of Code section 1060; and (b) such other forms with the applicable Governmental Entity in accordance with the requirements of the applicable Tax Law. Any subsequent adjustment to the consideration paid for the Purchased Assets, including any adjustment to the Purchase Price described in Section 1.10 or other Action related 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 Purchaser shall prepare and deliver to Taxesthe Company. The Company, the Stockholders and the Purchaser shall, and shall cause their respective Affiliates to, report, act and file Tax Returns in all respects and for all purposes consistent with the Final Allocation. The Company, the Stockholders and the Purchasers shall not, and shall cause their respective Affiliates not to, take any position, whether on audit, in Tax Returns or otherwise, that is inconsistent with the Final Allocation unless required to do so by applicable Law.

Allocation of Consideration. The Initial ConsiderationAll capitalizable costs and other amounts constituting consideration within the meaning of, as adjusted by and for the other provisions of Article II or Section 6.12 or 6.13 and any indemnification paymentspurposes of, 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 Transferred Assets, the non-solicitation obligations contained in accordance with Section 8.14 hereto, the principles of non-competition obligations contained in Section 8.15 hereto and any other assets or rights acquired by Purchaser hereunder, as applicable, in the manner required by Section 1060 of the Code and the Treasury Regulationsregulations thereunder and all applicable Laws. Within sixty (60) calendar days after the Closing Date, Purchaser shall provide Seller with a proposed schedule (the "Allocation Schedule") allocating all such amounts as set forth provided herein. The Allocation Schedule shall become final and binding on the parties hereto fifteen (15) calendar days after Purchaser provides such schedule to Seller, unless Seller objects in Exhibit D writing to Purchaser, specifying the basis for its objection and preparing an alternative allocation. If Seller does object, Purchaser and Seller shall in good faith attempt to resolve the dispute within fifteen (15) calendar days of this Agreement (individually, a “Tax Allocated Value”, receipt by Purchaser of written notice of Seller's objection. Any such resolution shall be final and collectively, binding on the “Tax Allocated Values”)parties hereto. Prior to Closing, the Parties Any unresolved disputes shall prepare a mutually agreed schedule setting forth any necessary adjustments be promptly submitted to the Tax Allocated ValuesReviewing Accountants for determination, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments with respect to the consideration for the Contributed Assets which determination shall be treated as adjustments to final and binding on the Consideration Allocation, which shall be made in accordance with Section 1060 parties hereto. Purchaser and Seller will each pay one-half of the Code fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Quicksilver and BreitBurn shall report Reviewing Accountants in connection with the transactions matters contemplated by this Agreement Section 4.4, 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 parties hereto agrees to (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and all supplements thereto) in a manner consistent with the Consideration AllocationAllocation 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 as reporting of asset values and other items for purposes of all federalpayment, statePurchaser shall propose a revised Allocation Schedule, and local Tax Returnsthe parties hereto shall follow the procedures outlined above with respect to review, including without limitation, Internal Revenue Service Form 8594. Quicksilver dispute and BreitBurn shall not take any position resolution 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 Taxesrespect of such revision.

Allocation of Consideration. The Initial Consideration, as adjusted by the other provisions of Article II or Section 6.12 or 6.13 Crompton 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 GE recognize their mutual obligations pursuant to Section 1060 of the Code and the Treasury regulations thereunder (any comparable state, local and foreign Tax laws to timely file IRS Forms 8594 and any similar provision of comparable state, local or foreign Law, Tax forms (collectively referred to as appropriatethe "ASSET ACQUISITION STATEMENTS") (with respect to the “Consideration Allocation”). BreitBurn sale of the OSi Business and Quicksilver agree the SC Business with their respective federal income Tax returns to the extent that the unadjusted Total Consideration shall be allocated among the Contributed Assets in accordance with the principles transactions contemplated hereunder are not part of Section 1060 of the Code and the Treasury Regulations, a like-kind exchange as set forth in Exhibit D Section 2.12 of this Agreement (individuallyAgreement. Accordingly, a “Tax Allocated Value”Crompton and GE shall, and collectivelyno later than 120 days after the date of this Agreement, the “Tax Allocated Values”). Prior attempt in good faith to Closing, the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments agree to the Tax Allocated Values, based upon allocation of the Closing Date Consideration total consideration (including the “Closing Consideration Allocation Schedule”). Any postEarn-Closing adjustments with respect to the consideration Out Amount) for the Contributed OSi Business and the SC Business among the Transferred OSi Assets shall be treated as adjustments 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 Section 1031 of the Consideration Allocation, which shall be made Code or in accordance connection therewith) consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder (and any similar comparable state, local and foreign Tax laws. Such allocation, which shall be consistent with the terms of this Agreement, including the 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 hereafter agreed. If within 120 days after the date of this Agreement SCHEDULE 5.4 has not been agreed by the 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 Asset Acquisition Statements in the form reflecting the resolution by the Independent Arbitrator. The costs, expenses and fees of the Independent Arbitrator shall be borne equally by Crompton and GE. Except as otherwise required pursuant to a "determination" under Section 1313(a) of the Code (or any comparable provision of state, local or foreign non-U.S. Law), as appropriate). Quicksilver and BreitBurn neither Crompton nor GE shall report the transactions contemplated by this Agreement in take, or shall permit its Affiliates to take, 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 which is inconsistent with the Consideration Allocation, except as required by Law; provided, however, that neither BreitBurn nor Quicksilver shall be unreasonably impeded allocation reflected in its ability to settle any Tax audit or other Action related to Taxesthe Asset Acquisition Statements.

Allocation of Consideration. The Initial Consideration, as adjusted by (a) TRW and Buyer agree to allocate the other provisions of Article II or Section 6.12 or 6.13 Purchase Price and any indemnification payments, plus the amount of the Acquired Company Assumed Liabilities (the “Total Consideration”), sum of the Purchase Price and the Assumed Liabilities shall be allocated among referred to herein as the QRI Assets and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”"Closing Price") 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 Schedule 2.7 hereto (the amount set forth on Schedule 2.7 with respect to each item, an "Initial Allocation"); provided that no later than fourteen (14) days after the date hereof, Buyer shall either retain Corporate Value Consulting (Standard & Poor's) or select and retain such other third-party accounting firm or appraisal firm as is reasonably acceptable to TRW ("Buyer's Appraiser") to determine the reasonableness of this Agreement the allocation of the Closing Price. (individually, a “Tax Allocated Value”, i) Buyer's Appraiser shall provide Buyer and collectively, the “Tax Allocated Values”TRW with an appraisal of each UK Item ("Buyer's Appraisal"). Prior to Closing, If the Parties shall prepare a mutually agreed schedule setting forth any necessary adjustments to aggregate of the Tax Allocated Values, based upon the Closing Date Consideration (the “Closing Consideration Allocation Schedule”). Any post-Closing adjustments Buyer's Appraisals with respect to the consideration for UK Items is within 10% of the Contributed Assets aggregate Initial Allocations with respect to the UK Items, then the Buyer's Appraisal shall be treated as adjustments accepted by Buyer and TRW, and the Closing Price allocated to each UK Item shall equal the Consideration Allocation, which amount of Buyer's Appraisal and that amount shall be made in accordance the final allocation with Section 1060 of respect to each such item (the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate"Final Allocation"). 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 in the event that the aggregate Buyer's Appraisals with respect to the UK Items varies by more than 10% in either direction from the aggregate Initial Allocations with respect to the UK Items, TRW may retain American Appraisal or select and retain such other third-party accounting firm or appraisal firm as is reasonably acceptable to Buyer ("TRW's Appraiser") to determine the reasonableness of Buyer's Appraisal and to provide Buyer and TRW with an appraisal of such items (the "TRW's Appraisal"), in which case the Final Allocation will be the average of the Buyer's Appraisal and TRW's Appraisal and the Final Allocation so determined shall be unreasonably impeded accepted by Buyer and TRW. (ii) After the Final Allocation has been determined with respect to each UK Item, the Net UK Appraisal Adjustment (as defined in its ability the following sentence) shall be computed. The "Net UK Appraisal Adjustment" shall equal (i) the aggregate Final Allocations with respect to settle any Tax audit or other Action related the UK Items minus (ii) the aggregate Initial Allocation with respect to Taxesthe UK Items. If the Net UK Appraisal Adjustment is less than zero (i.e., a negative number), then the Initial Allocation with respect to each non-UK Item will be adjusted and increased by a pro rata amount (based on Initial Allocations) of the absolute value of the Net UK Appraisal Adjustment (each such adjusted Initial Allocation, a "Revised Allocation"); provided, however, that if the Net UK Appraisal Adjustment is greater than zero (i.e., a positive number), then the Revised Allocation with respect to each non-UK Item will be the Initial Allocation with respect to such item reduced by a pro rata amount (based on Initial Allocations) of the Net UK Appraisal Adjustment; provided further, however, if the Net UK Appraisal Adjustment is equal to zero, then no change shall be made to the Initial Allocations and the Revised Allocation with respect to each non-UK Item will be the Initial Allocation with respect to such item.

Allocation of Consideration. The Initial ConsiderationPurchase Price, as adjusted by the other provisions of Article II or Section 6.12 or 6.13 Assumed Liabilities, and any indemnification payments, plus the amount of the Acquired Company Liabilities (the “Total Consideration”), shall other items required to be treated as consideration for U.S. federal income Tax purposes will be allocated among the QRI Acquired Assets and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) for all Tax purposes 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 section 1060 of the Code and the Treasury Regulations promulgated 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 Allocationprinciples set forth on Schedule 3.3 (the “Allocation Principles”). Within five (5) days of the Closing Date, 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 Purchaser shall not take any position provide to Sellers a draft allocation in any Tax Return, Tax proceeding or Tax audit that is inconsistent a manner consistent with the Consideration AllocationAllocation Principles for Sellers’ review and comment. If Sellers do not provide Purchaser written objections to the draft allocation within five (5) days of receipt, except as required the draft allocation shall be deemed to be agreed upon by Lawthe parties. If Sellers propose changes to the draft allocation within such five (5)-day period, Sellers and Purchaser shall negotiate in good faith to amend any aspects of the allocation in dispute; provided, however, that neither BreitBurn nor Quicksilver if Sellers and Purchaser are unable to resolve any dispute with respect to the allocation within five (5) days after the date Purchaser received notice of Sellers’ objection, such dispute shall be resolved by the Independent Accountant. The findings of the Independent Accountant shall be final, binding and conclusive on Sellers and Purchaser. The fees and expenses of the Independent Accountant shall be borne equally by Sellers and 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 allocation, as finally determined; provided, however, that (i) no party hereto shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit 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. Notwithstanding any other Action related to Taxesprovision of this Agreement, the terms and provisions of this Section 3.3 shall survive the Closing without limitation.

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 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 ConsiderationAll capitalizable costs and other amounts constituting consideration within the meaning of, as adjusted by and for the other provisions of Article II or Section 6.12 or 6.13 and any indemnification paymentspurposes of, 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 Transferred Assets, the non-solicitation obligations contained in accordance with Section 8.14 hereto, the principles of non-competition obligations contained in Section 8.15 hereto and any other assets or rights acquired by Purchaser hereunder, as applicable, in the manner required by Section 1060 of the Code and the Treasury Regulations, as set forth in Exhibit D of this Agreement regulations thereunder and all applicable Laws. Within sixty (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 60) calendar days after the Closing Date Consideration Date, Purchaser shall provide Seller with a proposed schedule (the “Closing Consideration Allocation Schedule”)) allocating all such amounts as provided herein. The Allocation Schedule shall become final and binding on the parties hereto fifteen (15) calendar days after Purchaser provides such schedule to Seller, 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 in good faith attempt to resolve the dispute within fifteen (15) calendar days of receipt by Purchaser of written notice of Seller’s objection. Any post-Closing adjustments with respect such resolution shall be final and binding on the parties hereto. Any unresolved disputes shall be promptly submitted to the consideration Reviewing Accountants for the Contributed Assets determination, which determination shall be treated as adjustments to final and binding on the Consideration Allocation, which shall be made in accordance with Section 1060 parties hereto. Purchaser and Seller will each pay one-half of the Code fees and expenses of the Reviewing Accountants. Seller and Purchaser shall cooperate with each other and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Quicksilver and BreitBurn shall report Reviewing Accountants in connection with the transactions matters contemplated by this Agreement Section 4.3, 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 parties hereto agrees to (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and all supplements thereto) in a manner consistent with the Consideration AllocationAllocation 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 as reporting of asset values and other items for purposes of all federalpayment, statePurchaser shall propose a revised Allocation Schedule, and local Tax Returnsthe parties hereto shall follow the procedures outlined above with respect to review, including without limitation, Internal Revenue Service Form 8594. Quicksilver dispute and BreitBurn shall not take any position resolution 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 Taxesrespect of such revision.

Allocation of Consideration. (a) The Initial Consideration, as adjusted by Seller agrees that the other provisions Tax Escrow Funds shall be applied to the payment of Article II or Section 6.12 or 6.13 and any indemnification payments, plus the amount that portion of the Acquired Company Liabilities pre-petition priority Tax obligations of Seller which may be personally asserted against Jan Parent and/or John▇▇ ▇▇▇▇▇▇▇ (▇▇e “Personal Tax Obligation”), or such lesser amount as necessary to satisfy such Personal Tax Obligation in full and shall be held in a segregated interest bearing account pending final determination of such Personal Tax Obligation. To the extent all of the Tax Escrow Funds are not necessary to satisfy the Personal Tax Obligation, then any remaining portion o f the Tax Escrow Funds shall be paid to secured creditors and/or the Seller’s bankruptcy estate to be distributed in accordance with their priorities. (b) Prior to Closing, Purchaser shall deliver to Seller Purchaser’s proposed allocation (the “Total ConsiderationAllocation Statement”)) of the Consideration (including, shall be allocated without limitation, the Assumed Liabilities) among the QRI Assets and Purchased Assets. The Allocation Statement shall allocate 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 (Consideration and any similar provision of state, local or foreign Law, item required to be treated as appropriate) (an adjustment to the “Consideration Allocation”). BreitBurn and Quicksilver agree that the unadjusted Total Consideration shall be allocated among the Contributed various assets comprising the Purchased Assets in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of state or local tax law) or any successor provision. If Seller agrees with the principles of Section 1060 of the Code Allocation Statement and the Treasury Regulations, as allocation among the Purchased Assets set forth in Exhibit D of this Agreement therein, Purchaser and Seller shall report and file all tax returns (individually, a “Tax Allocated Value”including any amended tax returns and claims for refund) consistent with such mutually agreed Consideration allocation, and collectively, the “Tax Allocated Values”shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings). Prior Purchaser and Seller shall file or cause to Closing, the Parties shall prepare a mutually agreed schedule setting forth be filed any necessary adjustments to the Tax Allocated Values, based upon the Closing Date Consideration and all forms (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, U.S. Internal Revenue Service Form 8594), statements and schedules with respect to such allocation, including any required amendments to such forms. Quicksilver If, on the other hand, Seller objects to, or otherwise disagrees with the Allocation Statement, Purchaser and BreitBurn Seller shall not use their commercially reasonable efforts to agree upon the allocation of the Consideration among the Purchased Assets. In any event, Seller agrees to take any no position in any Tax Returnits tax returns, Tax proceeding or Tax audit that is which are inconsistent with the Purchaser’s allocations of the Consideration Allocation, except as required by Law; provided, however, that neither BreitBurn nor Quicksilver for tax purposes. Seller shall be unreasonably impeded in its ability to settle responsible for all fees associated with the preparation of tax returns. Notwithstanding any Tax audit or other Action related to Taxesprovisions of this Agreement, Purchaser’s and Seller’s obligations under this Section 5.2 shall survive Closing.

Allocation of Consideration. The Initial Consideration(a) Promptly upon Assignor’s receipt from HSBC of the draft allocation statement prepared by HSBC pursuant to Section 3.4 of the Primary Purchase Agreement, Assignor shall deliver to Purchaser a draft allocation statement setting forth the proposed calculation of the aggregate amount of consideration paid by Purchaser in respect of the Transferred Business, together with such adjustments as adjusted by are appropriate to take into consideration the other provisions of Article II or Section 6.12 or 6.13 and any indemnification paymentsdifference, plus if any, between the amount of the Acquired Company Liabilities Purchaser Premium under this Agreement and the amount of the Premium and the Liquidity Payment (each as defined in the Primary Purchase Agreement) allocable to the Transferred Business under the Primary Purchase Agreement (the “Total ConsiderationAllocation Statement”), shall be allocated among the QRI Assets ) and the assets and properties of proposed allocation in the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) form required in accordance with Section 1060 of the Code of such aggregate amount among the Purchased Assets. If within twenty (20) days after Purchaser’s receipt of the draft Allocation Statement, Purchaser shall not have objected in writing to such draft statement, then such draft statement shall become the Allocation Statement. In the event that Purchaser objects in writing within such twenty (20) day period, Assignor and Purchaser shall negotiate in good faith, including with HSBC, to resolve the Treasury regulations thereunder (and any similar provision of statedispute, local or foreign Lawprovided, as appropriate) (the “Consideration Allocation”). BreitBurn and Quicksilver agree however, that Purchaser acknowledges that the unadjusted Total Consideration methodology used to prepare the Allocation Statement in connection with the Primary Closing (as defined in the Primary Purchase Agreement) shall be allocated govern the preparation of the Allocation Statement under this Agreement. (b) The parties hereto agree to report the allocation of the total consideration among the Contributed Purchased 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 AllocationAllocation Statement, such as reporting of asset values and other items for purposes agree to act consistently in the preparation and filing of all federalTax Returns (including filing Form 8594 with their respective federal income Tax Returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, stateTreasury regulations, and local Tax Returns, including without limitation, the Internal Revenue Service Form 8594. Quicksilver or any applicable state or local Taxing Authority) and BreitBurn shall not take any position in the course of any Tax Returnaudit, Tax proceeding review or Tax audit that is inconsistent with the Consideration Allocation, except as required by Lawlitigation relating thereto; provided, however, provided that neither BreitBurn Assignor nor Quicksilver shall any of its Affiliates nor Purchaser or any of its Affiliates will be unreasonably impeded in its ability obligated to settle litigate any Tax audit or other Action related challenge to Taxessuch allocation of the aggregate consideration by a Taxing Authority.

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, as adjusted Base Purchase Price (which solely for Tax purposes shall include the Liabilities of Marine Ventures LLC that are deemed to be assumed by Buyer) shall first be allocated between the other provisions of Article II or Section 6.12 or 6.13 Company Stock and any indemnification payments, plus the amount ▇▇▇▇▇ Marine Ventures Interests and then the portion of the Acquired Company Liabilities Base Purchase Price allocated to the ▇▇▇▇▇ Marine Ventures Interests shall be further allocated among the assets of Marine Ventures LLC in accordance with a purchase allocation statement prepared in accordance with this Section 6.7(h) and consistent with the allocation methodology attached hereto as Schedule 6.7(h) (the “Total ConsiderationTax Allocation Statement”), shall be allocated among the QRI Assets and the assets and properties of the Acquired Companies (collectively . The Tax Allocation Statement is intended to comply with the QRI Assets, the “Contributed Assets”) in accordance with requirements of Section 1060 of the Code and the applicable Treasury regulations Regulations promulgated 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 characterization 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 Section 6.7(c). Buyer shall deliver the Tax Allocation Statement to the Seller Representative no later than ninety (90) days following the final determination of the Base Purchase Price pursuant to Section 2.6. Seller Representative shall notify Buyer of any objections to the Tax Allocation Statement within fifteen (15) days after receiving the Tax Allocation Statement, and in connection therewith, the Seller Representative shall provide Buyer with supporting calculations detailing such objections. If Seller Representative does not notify Buyer of any objections to the Tax Allocation Statement, within that fifteen (15) day period, the Tax Allocation Statement shall be construed as final. If Seller Representative notifies Buyer of an objection to the Tax Allocation Statement by the end of the fifteen (15) day period, and Buyer and Seller Representative are unable to resolve their differences within fifteen (15) days thereafter (“Dispute Resolution Period”), then the disputed items on the Tax Allocation Statement shall be submitted to the Independent Accountant within five (5) days after the end of the Dispute Resolution Period for resolution with the Consideration Allocation, such as reporting of asset values costs paid fifty percent (50%) by Sellers and other items for purposes of all federal, statefifty percent (50%) by ▇▇▇▇▇, and local the Independent Accountant shall be instructed to deliver a finalized Tax ReturnsAllocation Statement as soon as possible. Buyer and Seller and their respective Affiliates shall report, act and file all Tax Returns (including without limitation, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Tax Allocation Statement as well as any amendments to such Tax Returns required with respect to any adjustment to the taxable consideration. Quicksilver and BreitBurn None of Buyer, Seller or any of their Affiliates shall not take any position (whether in any Tax Returnaudits, Tax proceeding Returns or Tax audit otherwise) that is inconsistent with the Consideration Allocationinformation set forth on the Tax Allocation Statement, except as 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 ConsiderationPurchase Price, as adjusted by the other provisions of Article II or Section 6.12 or 6.13 Assumed Liabilities, and any indemnification payments, plus the amount of the Acquired Company Liabilities (the “Total Consideration”), shall other items required to be treated as consideration for U.S. federal income Tax purposes will be allocated among the QRI Acquired Assets and the assets and properties of the Acquired Companies (collectively with the QRI Assets, the “Contributed Assets”) for all Tax purposes 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 section 1060 of the Code and the Treasury Regulations promulgated 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 Allocationprinciples set forth on Schedule 3.3 (the “Allocation Principles”). Within five (5) days of the Closing Date, 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 Purchaser shall not take any position provide to Sellers a draft allocation in any Tax Return, Tax proceeding or Tax audit that is inconsistent a manner consistent with the Consideration AllocationAllocation 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, except as required the draft allocation shall be deemed to be agreed upon by Lawthe parties. If Sellers propose changes to the draft allocation within such five (5)-day period, Sellers and Purchaser shall negotiate in good faith to amend any aspects of the allocation in dispute; provided, however, that neither BreitBurn nor Quicksilver if Sellers and Purchaser are unable to resolve any dispute with respect to the allocation within five (5) days after the date Purchaser received notice of Sellers’ objection, such dispute shall be resolved by the Independent Accountant. The findings of the Independent Accountant shall be final, binding and conclusive on Sellers and Purchaser. The fees and expenses of 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. 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 hereto shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit 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. Notwithstanding any other Action related to Taxesprovision of this Agreement, the terms and provisions of this Section 3.3 shall survive the Closing without limitation.