Common use of Tax Allocation Clause in Contracts

Tax Allocation. The Purchase Price shall be allocated in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No later than sixty (60) days after the Closing Date, Seller shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, in a manner consistent with the Final Allocation, (b) Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this Agreement.

Tax Allocation. The Purchase Price Prior to the Closing, Seller and Purchaser shall be allocated cooperate in good faith to determine a reasonable allocation of the total consideration paid for the Transferred Assets, as finally determined pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using Treasury Regulations promulgated thereunder (the methodology “Purchase Price Allocation”). Seller and Purchaser shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”)prior to Closing. No later than sixty (60) days after the Closing Date, Seller shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller jointly and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall properly execute each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS party’s respective completed Internal Revenue Service Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation8594, and any comparable other forms or statements required by the Code (or state or local income Tax formlaw), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Final Purchase Price Allocation, (b) . Seller and Purchaser shall adhere file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income Code. Seller and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall not file any Tax Return or, in a judicial or administrative proceeding, assert other documents or maintain otherwise take any Tax reporting position with respect to Taxes that is inconsistent with the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Agreement Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or the Final Allocation agreed to in accordance submission with this Agreementrespect to, such challenge.

Tax Allocation. The Within thirty (30) days following the Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Base Purchase Price shall be allocated as adjusted pursuant to Section 3.3, prepared in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller Treasury Regulations issued thereunder (and Purchaser in the manner set forth in this Section 37any similar provision of state, provided that local or foreign law, as appropriate) (each such allocation methodology shall incorporateallocation, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the a “Allocation FrameworkPurchase Price Allocation”). No later than sixty Within ten (6010) days after the Closing Datereceipt of such draft Purchase Price Allocation, Seller shall deliver will propose to Purchaser an allocation of Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser of objections or proposed changes, Buyer and Seller shall negotiate will attempt in good faith to resolve any differences between them with respect to the disputePurchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Purchaser Buyer and Seller fail are unable to agree on resolve such allocation before differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the date that is one hundred fifty (150) days following the Closing Date, such allocation identity of which shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser Buyer and Seller or determined each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a firm of accountants under this Section 37written report as to the disputed matters and the resulting allocation, (the “Final Allocation”) which report shall be final conclusive and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the The fees and expenses of the independent accounting firm in respect of such accounting firmreport shall be paid one-half by Buyer and one-half by Seller. Except to the extent otherwise required by applicable lawBuyer and Seller shall report, (a) Seller and Purchaser agree to prepare act, and file an IRS in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, 8594) in a manner consistent with such allocations set forth on the Final AllocationPurchase Price Allocation so finalized, (b) and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and Purchaser shall adhere filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the Final Allocation for all Tax-related purposes including any federalallocation, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect pursuant to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this AgreementSection 3.5.

Tax Allocation. The Purchase Price shall be allocated Buyer and Seller agree to use commercially reasonable efforts to agree to an allocation of the purchase price, as determined for U.S. federal income Tax purposes, among the assets of the Company in accordance with this Section 2.4 and Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37Treasury Regulations thereunder. To facilitate such agreement, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No later than sixty (60) days as soon as reasonably practicable after the Closing Date, Seller shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands Date (the “Proposed Allocation”). No but in no event later than one hundred and twenty (120) days after the Closing Date), Buyer shall prepare and deliver to Seller a schedule allocating such purchase price. Within thirty (30) days after the receipt of such proposed allocation, Seller and Purchaser shall endeavor provide written notice to agree on the Proposed AllocationBuyer of any proposed changes to such allocation or otherwise shall be deemed to have agreed with such allocation. In the event that If Seller and Purchaser have not so agreed by such date Purchaser proposes changes to Buyer’s proposed allocation, Buyer and Seller shall negotiate in good faith to resolve the disputeany such proposed changes. If Purchaser Buyer and Seller fail reach an agreement with respect to agree on such an allocation before the date that is one hundred fifty (150) days following the Closing Date, then such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with become the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The final allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) and, in the event there is an adjustment to such purchase price after the Allocation has been determined, the Allocation will be revised in accordance with the methodology set forth in this Section 2.4 to reflect such adjustment (the “Revised Allocation”). If Buyer and Seller are unable to reach an agreement on the Allocation or a Revised Allocation, then each Party shall be final entitled to report the transaction in the manner determined by such Party in its sole discretion. The Allocation or Revised Allocation, as applicable, will be final, binding and binding upon the Partiesconclusive on Buyer and Seller. Each of Purchaser Buyer and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an all Tax Returns (including IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state amended Tax Returns or local income Tax form, claims for refund) in a manner consistent with the Final Allocation or Revised Allocation, (b) as applicable, and neither Buyer nor Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including will take any federal, foreign, state, county or local income and franchise position inconsistent with such allocation on any Tax Return filed or otherwise, unless required to do so by them after applicable Law or a final “determination,” within the Closing Datemeaning of Section 1313(a)(1) of the Code; provided, including however, that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the determination by Seller of Taxable gain Allocation or loss on the sale and the determination by Purchaser of its Tax basis with respect to sameRevised Allocation, as applicable, and (c) neither Purchaser Buyer nor Seller shall file be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation or Revised Allocation, as applicable. Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax Return oraudit or assessment challenging the Allocation or Revised Allocation, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this Agreementas applicable.

Tax Allocation. The Purchase Price shall Adjusted Closing Payment payable to Seller, together with all assumed liabilities and other capitalized costs for federal income Tax purposes, will be allocated among the Companies and the assets of the Companies for all Tax purposes in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using Treasury Regulations promulgated thereunder and the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation FrameworkMethodology”). No later than sixty (60) days after the Closing Date, Seller shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands on Schedule 7.6 (the “Proposed Allocation”). No later than one hundred twenty thirty (12030) days after the determination of the final determination of the Adjusted Closing DatePayment pursuant to Section 2.4, Purchaser will provide Seller with a draft schedule of the Allocation prepared in accordance with the Allocation Methodology (the “Draft Allocation Schedule”). If Seller objects to any item on such Draft Allocation Schedule, Seller and shall, within thirty (30) days after delivery of such Draft Allocation Schedule, notify Purchaser shall endeavor to agree on the Proposed Allocation. In the event in writing that Seller and Purchaser have not so agreed by objects, describing with reasonable detail any such date item, including the factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Purchaser and Seller shall negotiate in good faith and use their commercially reasonable efforts to resolve such items. If such notice of objection is not so duly delivered, or if Purchaser and Seller are able to agree on a resolution on all disputed items in the disputeDraft Allocation Schedule, then the Draft Allocation Schedule, as initially prepared by Purchaser pursuant to this Section 7.6 or as modified in accordance with such resolution, shall be the final determination of the Allocation (the “Final Allocation Schedule”). If Purchaser and Seller fail are unable to agree on such allocation before a resolution to any disputed items within ten (10) Business Days after the date that is one hundred fifty expiration of the foregoing thirty (15030) days following the Closing Dateday period, such allocation unresolved disputed items shall be determined, within a reasonable time and submitted to the Accountant for resolution in a manner that incorporates, reflects and is consistent accordance with the Allocation Frameworkdispute resolution procedures set forth in Section 2.4, by an independentmutatis mutandis (provided that, nationally recognized firm of accountants mutually selected by the Parties. The allocation any fees and expenses of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs Accountant incurred by it in connection with the determination of the allocation Final Allocation Schedule pursuant to this Section 7.6 shall be borne 50% by Purchaser and 50% by the Seller), which resolution shall be made in accordance with the provisions of the total considerationfirst sentence of this Section 7.6, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except be limited to the extent otherwise required remaining unresolved disputed items and shall be conclusive and binding upon the Parties. In such case, the Draft Allocation Schedule, as modified by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, the Accountant in a manner consistent accordance with the Final Allocationimmediately preceding sentence, (b) Seller and Purchaser shall adhere to be the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this AgreementSchedule.

Tax Allocation. The Purchase Price (i) Within 14 days after the Closing Date, Buyer, at its expense, shall be allocated in accordance with Section 1060 engage each applicable Valuation Firm to prepare a valuation of the Code among assets of the Timberlands, minerals, Timberlands Contracts, Company and each other Acquired Company. Each Valuation Firm shall prepare its valuation report within 60 days after its engagement and the Personal Property using Buyer shall submit a copy of each such valuation report to the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”)within 5 days thereafter. No later than sixty (60) days after following the Closing Datefinal determination of the Net Working Capital pursuant to this Agreement, Seller Buyer shall deliver prepare or caused to Purchaser an be prepared and provide to the Seller, for its review, a draft allocation of statement (the “Tax Allocation Statement”) that allocates the Purchase Price and all other items required to be taken into account for U.S. federal income Tax purposes with respect to the purchase and sale of the Company Interests pursuant to this Agreement (including, without limitation, the liabilities of the Acquired Companies) (collectively, the “Total Tax Consideration”) among the Timberlands, minerals, Timberlands Contracts, and Personal Propertyassets of the Acquired Companies, which allocation Tax Allocation Statement shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the valuation reports prepared by the Valuation Firms. Buyer will provide the Seller with draft copies of the reports prepared by such advisor and a reasonable opportunity to comment on such reports before Buyer delivers the Tax Allocation Framework and Statement. The Seller shall have the right to the extent relating object to the any portion of the Purchase Price paid for Tax Allocation Statement by written notice to Buyer. Subject to Buyer’s compliance with the Timberlandsobligations to deliver a draft report in advance of delivering the Tax Allocation Statement, set forth an allocation between if the Installment Sale Timberlands and Seller does not object to the Non-Installment Sale Timberlands Tax Allocation Statement by written notice to Buyer within thirty (the “Proposed Allocation”). No later than one hundred twenty (12030) days after receipt by the Closing DateSeller of the Tax Allocation Statement, then the Tax Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such Tax Allocation Statement shall be subject to adjustment upon and as a result of any adjustment to the amounts used to determine the allocations used to prepare the Tax Allocation Statement under this Agreement. If the Seller objects to the Tax Allocation Statement, it shall notify Buyer in writing of its objection to the Tax Allocation Statement and Purchaser shall endeavor set forth in such written notice the disputed item or items and the basis for its objection and Buyer and the Seller shall act in good faith to agree on resolve any such dispute for a period of thirty (30) days thereafter. If, within thirty (30) days of the Proposed AllocationSeller’s delivery of a valid written notice of objection to the Tax Allocation Statement, Buyer and the Seller have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be resolved by the Referee in accordance with the dispute resolution mechanism set forth in Section 2.06, whose determination shall be binding upon the parties hereto; provided that in resolving such dispute, the Referee shall apply the valuation report prepared by each Valuation Firm. In the event that any adjustment to the Purchase Price is paid between the parties hereto pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall promptly provide the Seller a revised Tax Allocation Statement and Purchaser have not so agreed by the principles of this Section 6.02(c)(i) shall apply to each such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the revised Tax Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the PartiesStatement. The allocation of the total consideration, Tax Allocation Statement as agreed upon by Purchaser and Seller or finally determined by a firm of accountants under pursuant to this Section 37, (the “Final Allocation”6.02(c)(i) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, in a manner consistent with the Final Allocation, (b) Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this Agreementparties hereto.

Tax Allocation. The Within thirty (30) days following the Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Base Purchase Price shall be allocated as adjusted pursuant to Section 3.3, prepared in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller Treasury Regulations issued thereunder (and Purchaser in the manner set forth in this Section 37any similar provision of state, provided that local or foreign law, as appropriate) (each such allocation methodology shall incorporateallocation, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the a “Allocation FrameworkPurchase Price Allocation”). No later than sixty Within ten (6010) days after the Closing Datereceipt of such draft Purchase Price Allocation, Seller shall deliver will propose to Purchaser an allocation of Xxxxx in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser of objections or proposed changes, Xxxxx and Seller shall negotiate will attempt in good faith to resolve any differences between them with respect to the disputePurchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Xxxxx’s receipt of a timely written notice of objection or proposed changes from Seller. If Purchaser Xxxxx and Seller fail Xxxxxx are unable to agree on resolve such allocation before differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the date that is one hundred fifty (150) days following the Closing Date, such allocation identity of which shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser Xxxxx and Seller or determined each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a firm of accountants under this Section 37written report as to the disputed matters and the resulting allocation, (the “Final Allocation”) which report shall be final conclusive and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the The fees and expenses of the independent accounting firm in respect of such accounting firmreport shall be paid one-half by Xxxxx and one-half by Seller. Except to the extent otherwise required by applicable lawBuyer and Seller shall report, (a) Seller and Purchaser agree to prepare act, and file an IRS in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, 8594) in a manner consistent with such allocations set forth on the Final AllocationPurchase Price Allocation so finalized, (b) and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Xxxxx and Seller shall reasonably cooperate in the preparation, execution and Purchaser shall adhere filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the Final Allocation for all Tax-related purposes including any federalallocation, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect pursuant to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this AgreementSection 3.5.

Tax Allocation. The Sellers and Buyer shall allocate that portion of the Aggregate Purchase Price shall be allocated to Mission US among the assets and liabilities of Mission US in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands ContractsCode, and the Personal Property using the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporatebe binding on the parties for all Tax purposes. Sellers and Buyer shall allocate a portion of the Aggregate Purchase Price to the Mission UK Shares, reflect subject to a maximum amount of $7,500,000 in respect of such allocation. In addition, but subject to the foregoing, Sellers and Buyer shall allocate the Aggregate Purchase Price under this Agreement and the aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be consistent with (a) final and binding on the allocation set forth in Section 2.1parties for all Tax Purposes. Specifically, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No later than within sixty (60) days after Closing, the Closing DateSellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, Seller such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall deliver have fifteen (15) Business Days to Purchaser an allocation of review, approve or object to such allocation. If Buyer objects to such allocation, the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller parties shall negotiate in good faith to resolve the disputedisputed items. If Purchaser Buyer and Seller fail Sellers are unable to agree on such allocation before the date that is one hundred fifty reach agreement within thirty (15030) days following the Closing Dateafter such objection has been given, such allocation all unresolved disputed items shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with promptly referred to the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the PartiesIndependent Accountant. The allocation Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the objection notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) dispute shall be final and binding upon on the Partiesparties hereto. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the The fees and expenses of such accounting firm. Except the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the extent otherwise required amounts by applicable law, (a) Seller which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulationBuyer. The parties shall, and shall cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any comparable state or local income of such party's Affiliates to take, a position on any Tax formReturn, in a manner consistent before any tax authority charged with the Final Allocation, (b) Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller collection of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, or in a judicial or administrative proceeding, assert or maintain any proceeding involving any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed such allocation unless required to in accordance with this Agreementdo so by Law.

Tax Allocation. The Purchase Price shall be allocated among the assets of the Purchased LLC Entities in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using Treasury Regulations thereunder and consistent with the methodology mutually approved by Seller set forth at Exhibit F (the “Allocation”). The parties agree that the total amount of the Purchase Price to be allocated to the assets of the Company (excluding the amount allocable to the stock, membership interests and/or assets of the Continuing Subsidiaries) and Purchaser to the assets of Alere Women’s and Children’s Health, LLC, will be in the manner set forth in this Section 37Valuation Range and, provided that such allocation methodology shall incorporate, reflect and be consistent with the Valuation Range, that they will use reasonable best efforts to agree on an allocation of the applicable portion of the Purchase Price by the Closing Date to each of (ai) the allocation set forth in Section 2.1total amount of the assets of the Company (excluding the amount allocable to the stock, (b) membership interests and/or assets of the Value Table (other than the per acre values set forth thereinContinuing Subsidiaries) and (cii) Exhibit 48 (Alere Women’s and Children’s Health, LLC. Seller shall deliver a draft of the “Allocation Framework”). No to the Buyer no later than sixty ninety (6090) days after the Closing Date, . Buyer shall notify Seller shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands in writing within ten (the “Proposed Allocation”). No later than one hundred twenty (12010) days after of receiving the Closing Datedraft Allocation that Buyer disagrees with respect to such Allocation, Seller and Purchaser with specificity, in which case the parties shall endeavor to agree on the Proposed Allocationresolve such dispute in accordance with Section 6.4. In the event that Buyer does not notify Seller in accordance with the preceding sentence, Buyer will be deemed to accept such Allocation. The Allocation will be amended to reflect any adjustment to the Purchase Price, as applicable, in accordance with the procedures set forth in this Section 6.11. Each of the parties and Purchaser have their respective Affiliates shall report, act and file Tax Returns (including, but not so agreed by such date Purchaser limited to, IRS Form 8594), in all respects and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is for all purposes consistent with the Allocation Framework, allocation pursuant to this Section 6.11 (including any adjustments thereto subsequently made by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser Buyer and Seller or determined by a firm of accountants under pursuant to this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, in a manner consistent with the Final Allocation, (b) Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this Agreement6.11).

Tax Allocation. The Purchase Price shall be allocated in accordance with All amounts constituting consideration within the meaning of, and for the purposes of, Section 1060 of the Code and the regulations thereunder shall be allocated among the Timberlands, minerals, Timberlands Contracts, Acquired Assets and the Personal Property using the methodology mutually approved any other assets or rights acquired by Seller and Purchaser Buyer hereunder in the manner set forth in this required by Section 371060 of the Code and the regulations thereunder and all applicable Laws. No later than ninety (90) calendar days after Buyer and the Sellers reach final agreement on the Final Closing Date Statement, provided that such allocation methodology Buyer shall incorporate, reflect and be consistent provide Holder with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 a proposed schedule (the “Allocation FrameworkSchedule”)) allocating all such amounts as provided herein. No later than sixty The Allocation Schedule shall become final and binding on the Parties fifteen (6015) calendar days after Buyer provides such schedule to Holder, unless Holder objects in writing to Buyer, specifying the Closing Datebasis for its objection and preparing an alternative allocation. If Holder does object, Seller Buyer and Holder shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith attempt to resolve the disputedispute within fifteen (15) calendar days of receipt by Buyer of written notice of Holder’s objection. If Purchaser and Seller fail to agree on Any such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) resolution shall be final and binding upon on the Parties. Each of Purchaser Any unresolved disputes shall be promptly submitted to an independent accounting firm selected in the manner described in Section 3.3(a) for determination, which determination shall be final and Seller shall bear all fees binding on the Parties. Buyer and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall Holder will each pay fifty percent (50%) one-half of the fees and expenses of such the independent accounting firm. Except The Parties shall cooperate with each other and the independent accounting firm in connection with the matters contemplated by this Section 3.5, including by furnishing such information and access to books, records (including accountants work papers), personnel and properties as may be reasonably requested. Each of the extent otherwise required by applicable law, Parties agrees to (a) Seller and Purchaser agree to prepare and timely file an all Tax Returns, including IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, (and any comparable state or local income Tax form, all supplements thereto) in a manner consistent with the Final Allocation, Allocation Schedule as finalized and (b) Seller and Purchaser shall adhere act in accordance with the Allocation Schedule for all tax purposes. The Parties will revise the Allocation Schedule to the Final Allocation for all Tax-related purposes including extent necessary to reflect any federal, foreign, state, county or local income and franchise Tax Return filed by them after subsequent adjustments to the Closing DatePurchase Price, including those in respect of payments made under Article XV hereof. In the determination by Seller case of Taxable gain or loss on the sale any such payment, Buyer shall propose a revised Allocation Schedule, and the determination by Purchaser of its Tax basis Parties shall follow the procedures described above with respect to samereview, dispute and (c) neither Purchaser nor Seller shall file any Tax Return or, resolution in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this Agreementrespect of such revision.

Tax Allocation. The Purchase Price Within 60 calendar days following the Closing, Purchasers shall be allocated in accordance with deliver to South Central Seller a draft allocation of the aggregate consideration (including any assumed liabilities and other relevant items treated as consideration for federal income tax purposes) for the Interests among the assets of the Acquired Companies for purposes of Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using Treasury Regulations thereunder (the methodology mutually approved by “Allocation Schedule”). Within 30 calendar days after the date of the delivery of such draft Allocation Schedule to South Central Seller, South Central Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) propose to Purchasers any changes to the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “draft Allocation Framework”)Schedule. No later than sixty (60) days after the Closing Date, Seller shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, South Central Seller and Purchaser Purchasers shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate cooperate in good faith to resolve the dispute. If Purchaser and Seller fail to mutually agree on any contested items and shall revise the Allocation Schedule to reflect any such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation agreement. The Parties shall be determined, within a reasonable time and act in a manner that incorporates, reflects and is consistent accordance with the agreed-upon Allocation FrameworkSchedule in the preparation, by an independent, nationally recognized firm filing and audit of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, in a manner consistent with the Final Allocation, (b) Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller no party shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain otherwise take any position for Tax reporting position purposes that is inconsistent with this Agreement the agreed-upon Allocation Schedule unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of applicable U.S. state or local or non-U.S. Law); provided, that nothing contained herein shall prohibit a Party from settling any proposed deficiency or adjustment by any Taxing Authority based upon or arising out of the Final allocation, and neither South Central Seller nor Purchasers shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging the allocation. Notwithstanding the foregoing, if the Parties do not agree on an Allocation agreed Schedule within 120 days after the date of delivery of the Allocation Schedule by the Purchasers, the Parties will each prepare their own allocation of the purchase price among the assets to be used by such Party and its Affiliates, provided such allocation is reasonable and in accordance with this Agreementthe Code and the Treasury Regulations promulgated thereunder.

Tax Allocation. The Purchase Price shall be allocated in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (ai) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No later than Within sixty (60) days after the Closing Datefinal resolution of the adjustments provided pursuant to Section 2.05, Seller Buyer shall deliver provide to Purchaser an the Representative a draft allocation statement that allocates the sum of the Purchase Price and all other items required to be taken into account for federal income Tax purposes with respect to the purchase and sale of the Membership Interests pursuant to this Agreement (including the liabilities of the Acquired Companies) (collectively, the “Total Tax Consideration”) among the Timberlandsassets of the Acquired Companies, mineralswhich allocations shall be made in accordance with the methodology set forth on Exhibit D, Timberlands Contractswhich is intended to be in accordance with Section 751, 755 and 1060 of the Code and the applicable Treasury Regulations, and Personal Propertyany applicable state, which allocation local and non-U.S. Tax Law (the “Tax Allocation Statement”). The Representative shall be reasonable, based on fair market values, consistent with have the Code, shall incorporate, reflect and be consistent with the Allocation Framework and right to the extent relating object to the any portion of the Purchase Price paid Tax Allocation Statement by written notice to Buyer. If the Representative does not object to the Tax Allocation Statement by written notice to Buyer within thirty (30) Business Days after receipt by the Representative of the Tax Allocation Statement, then the Tax Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such Tax Allocation Statement shall be subject to adjustment upon and as a result of any adjustment to the Timberlandsamounts used to determine the allocations used to prepare the Tax Allocation Statement under this Agreement. If the Representative objects to the Tax Allocation Statement, it shall notify Buyer in writing of its objection to the Tax Allocation Statement before the end of such 30-day period and shall set forth an allocation between in such written notice the Installment Sale Timberlands disputed item or items and the Non-Installment Sale Timberlands basis for its objection. Buyer and the Representative shall act in good faith to resolve any dispute for which timely notice is given for a period of thirty (30) Business Days thereafter. If, within thirty (30) Business Days of the “Proposed Allocation”Representative’s delivery of a valid written notice of objection to the Tax Allocation Statement, Buyer and the Representative have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to the Referee, whose determination shall be binding upon the parties; provided that, in resolving such dispute, the Referee shall take into account the methodology set forth on Exhibit D. The fees and expenses of the Referee shall be allocated between Buyer and the Sellers in the same manner as provided in Section 2.05(c). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocationmutatis mutandis. In the event that Seller any adjustment to the aggregate purchase price is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall provide the Representative a revised Tax Allocation Statement and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm principles of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”6.03(c) shall be final and binding upon apply to each revised Tax Allocation Statement (for the Parties. Each avoidance of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, in a manner consistent with the Final Allocation, (b) Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Datedoubt, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this Agreementdispute resolution if necessary).

Tax Allocation. The Purchase Price shall be allocated in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No later than sixty (60) days after the Closing Date, Seller shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than Within one hundred twenty (120) days after the Closing DateClosing, Seller and Purchaser shall endeavor deliver to agree RI a schedule allocating the portion of the Total Purchase Price attributed on Schedule 2.2(a) to Rexam Closures LLC among the Proposed assets of Rexam Closures LLC, allocating the portion of the Total Purchase Price attributed on Schedule 2.2(a) to Rexam Closure Systems LLC among the assets of Rexam Closure Systems LLC and allocating the portion of the Total Purchase Price attributed on Schedule 2.2(a) to the assets of Rexam Guernsey and Rexam UK set forth on Exhibit 2 among such assets (the “Allocation”). In The Allocation shall (i) be reasonable and prepared in accordance with Section 1060 of the event that Seller Code, and Purchaser have not so agreed by such date the regulations thereunder and (ii) include an allocation between the real property and the tangible personal property of Rexam Closures LLC and Rexam Closure Systems LLC. If RI approves of the Allocation, it shall promptly return an executed copy thereof to Purchaser. If RI in good faith disapproves of the Allocation, Purchaser and Seller shall RI agree to promptly negotiate in good faith an allocation agreeable to resolve the disputeboth Purchaser and RI. If Purchaser and Seller fail RI are unable to agree on such allocation before an allocation, the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and procedures set forth in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”2.3(d) shall be final and binding upon used, mutatis mutandis, with the disagreement by RI being treated as the “Selling Parties. Each of ’ Objection.” Purchaser and Seller shall bear all fees the Selling Parties agree to adopt and costs incurred utilize the amounts so allocated (as agreed by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%or as determined by the CPA Firm) for purposes of the fees filing Internal Revenue Service Form 8594 and expenses all federal, state, local and other Tax Returns filed by them and that they will not voluntarily take any position inconsistent therewith upon examination of any such accounting firm. Except Tax Return, in any claim, in any litigation or otherwise with respect to the extent such Tax Returns, unless otherwise required by applicable law, (a) Seller to do so pursuant to Applicable Law. The Selling Parties and Purchaser agree to prepare and file an IRS provide the other promptly with any other information required to complete Internal Revenue Service Form 8594 for or such 8594. Notwithstanding any other form or statement as may be required by applicable lawprovisions of this Agreement, rule or regulation, and any comparable state or local income Tax form, in a manner consistent with the Final Allocation, (b) Seller and Purchaser foregoing agreement shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after survive the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this Agreementwithout limitation.

Tax Allocation. The (a) Annex C attached hereto sets forth an allocation of the Purchase Price shall be allocated in accordance with Section 1060 of the Code for U.S. federal income tax purposes among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, assets of Masco Cabinetry LLC and Masco Cabinetry Middlefield LLC and (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 equity interests of KraftMaid Services India Private Limited (the “Closing Tax Allocation FrameworkStatement”). No later than sixty (60) days after the date on which the Final Closing DateStatement becomes conclusive, but in no event earlier than ninety (90) days from Closing, Seller shall deliver to Purchaser an allocation of Buyer its IRS Form 8594 (and any corresponding form under applicable state or local law) allocating the Purchase Price (as adjusted pursuant to ‎‎Section 2.06 and together with any other items of consideration properly taken into account under Section 1060 of the Code) among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent such assets in accordance with Section 1060 of the Code, shall incorporatethe applicable Treasury regulations promulgated thereunder and any similar provision of applicable state, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Nonlocal or non-Installment Sale Timberlands U.S. Law (the “Proposed AllocationSeller Form 8594”). No later than one hundred twenty (120) days after the Closing Date, The Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation Form 8594 shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, prepared in a manner consistent with the Final Allocationallocation set forth in the Closing Tax Allocation Statement, except (x) for any adjustments to reflect any adjustment to the Purchase Price made under this Agreement, (by) Seller the allocations of purchase price to real estate and Purchaser to property, plant and equipment shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to be determined in accordance with this Agreementthe Closing Real Estate Valuation and the Closing PPE Valuation, respectively and (z) the amount of the portion of the total purchase price attributable to the Preferred Stock shall be determined in accordance with the Closing Preferred Stock Valuation. Buyer, Seller and each of their respective Affiliates shall file all Tax Returns in a manner consistent with the Closing Tax Allocation Statement, the Closing Real Estate Valuation, the Closing PPE Valuation, the Closing Preferred Stock Valuation and the Seller Form 8594 and none of the parties will voluntarily take any position inconsistent with such statements in any inquiry, assessment, action, proceeding, audit or other similar event relating to Taxes, except upon a contrary final determination by any applicable Taxing Authority.

Tax Allocation. The Selling Group and Purchaser acknowledge that the purchase of the Company contemplated by this Agreement will be treated for income tax purposes as the purchase of the assets of the Company. The Purchase Price shall be allocated in accordance with Code Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller Treasury Regulations thereunder (and Purchaser in the manner set forth in this Section 37any similar provision of state or local law, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”as appropriate). No later than sixty Within twenty (6020) days after the Closing DateFinal Statement is finalized in accordance with Section 2.3, Purchaser shall provide Seller shall deliver to Purchaser with an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent in accordance with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands this Section 8.6 (the “Proposed Purchase Price Allocation”). No later than one hundred twenty Seller shall have fifteen (12015) days after from receipt of said Purchase Price Allocation to review and approve the Closing DatePurchase Price Allocation. To the extent Seller disagrees with the Purchase Price Allocation or any items therein, Seller and shall notify Purchaser in writing within such fifteen (15) day period as prescribed by the immediately preceding sentence. The parties shall thereafter endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser such dispute and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required they are unable within ten (10) Business Days, such dispute shall be resolved in accordance with the dispute resolution procedures provided for in Section 2.3. To the extent the Purchase Price is adjusted pursuant to this Agreement, the Purchase Price Allocation shall be adjusted in accordance with the methodology as agreed to by applicable lawthe parties herein or as finally determined by the Expert. The parties shall be bound by the finally agreed Purchase Price Allocation and the parties shall, (a) Seller and Purchaser agree to prepare shall cause their respective Affiliates to, report, act and file an IRS all Tax Returns (including Internal Revenue Service Form 8594 8594) in all respects and for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, in a manner all purposes consistent with the Final Allocationsuch allocation. No Party may take any position (whether in audits, (bTax Returns or otherwise) Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement such allocation unless required to do so by a change in Law occurring after the date hereof, a closing agreement with an applicable Taxing Authority or the Final Allocation agreed to in accordance with this Agreementa final non-appealable judgment of a court of competent jurisdiction.

Tax Allocation. The SM Energy and Buyer shall use commercially reasonable efforts to agree to an allocation of the Purchase Price shall be allocated and any other items properly treated as consideration for U.S. federal income Tax purposes (the “Tax Consideration”) among the Assets in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37Treasury Regulations promulgated thereunder and, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No later than sixty (60) days after the Closing Date, Seller shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants allowed under this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local U.S. federal income Tax formLaw, in a manner consistent with the Allocated Values, within thirty (30) days after the date that the Final Settlement Statement is finally determined pursuant to Section 2.6 (the “Allocation”). If SM Energy and Buyer have not agreed to an Allocation within thirty (30) days after the date that the Final Settlement is finally determined pursuant to Section 2.6, then the matter shall be referred to KPMG LLP for final resolution in accordance with the procedures set forth in Section 2.6(c). Buyer and SM Energy shall use commercially reasonable efforts to update the Allocation in accordance with Section 1060 of the Code and the decision of KPMG LLP, if applicable, following any adjustment to the Tax Consideration pursuant to this Agreement. Buyer and SM Energy shall, and shall cause their Affiliates to, report consistently with the Allocation, as adjusted, on all Tax Returns, including Internal Revenue Service Form 8594 (Asset Acquisition Statement under Section 1060), which Buyer and SM Energy shall timely file with the IRS, and neither SM Energy nor Buyer shall take any position on any Tax Return that is inconsistent with the Allocation, as adjusted, unless otherwise required by applicable Law. Notwithstanding the preceding sentence, the Parties agree that it will not be inconsistent with the Allocation for (a) Buyer’s cost for the Project Assets to differ from the total amount allocated in the Allocation to reflect capitalized acquisition costs not included in the total amount allocated pursuant to this Section 2.8, (b) Seller and Purchaser shall adhere the amount realized by SM Energy to differ from the Final Allocation total amount allocated pursuant to this Section 2.8 to reflect transaction costs that reduce the amount realized for all Tax-related U.S. federal income Tax purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller Buyer’s and SM Energy’s cost and amount realized, respectively, to differ from the Purchase Price to take into account differences between the Purchase Price and the Tax Consideration, and any other payments to SM Energy treated as purchase price for the Assets for income Tax purposes, and any adjustments to the foregoing hereunder. Each of Buyer and SM Energy shall file promptly notify the other in writing upon the receipt of notice of any pending or threatened Tax Return or, in a judicial audit or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or assessment challenging the Final Allocation agreed to in accordance with this Agreementand upon the resolution thereof.

Tax Allocation. The Purchase Price If XXXXX shall be allocated have an election in accordance with effect under Section 1060 754 of the Code among for the Timberlandstaxable year of XXXXX that includes the Closing Date, mineralsthen as promptly as practicable, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller and Purchaser but in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No no event later than sixty (60) days after the Closing Date, Seller Purchaser shall prepare and deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands Seller a statement (the “Proposed AllocationValuation Statement”)) valuing the assets of XXXXX for purposes of (i) Treasury Regulation Section 1.743-1(d)(2) in determining Purchaser’s adjustment to the federal income tax basis of the assets of XXXXX and for purposes of performing Purchaser’s obligations pursuant to section 3 of Exhibit F to the XXXXX LLC Agreement, and (ii) Treasury Regulation Section 1.751-1(a)(2) in determining the character of Seller’s gain or loss, as the case may be, for federal income tax purposes in respect of the transactions contemplated by this Agreement. No later than one hundred twenty Seller shall have fifteen (12015) days after to review the Closing Date, Valuation Statement and shall notify Purchaser of any disputes with the valuation as set forth in the Valuation Statement. Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on any such allocation dispute before the date that is one hundred fifty sixty (15060) days following before the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation due date of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (tax returns that reflect the “Final Allocation”) shall be final and binding upon the Partiesvaluation. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) If Seller and Purchaser agree to prepare and file an IRS Form 8594 for or cannot resolve the disputed valuation before such other form or statement as may be required by applicable lawdate, rule or regulation, and any comparable state or local income Tax form, in a manner consistent with the Final Allocation, (b) then Seller and Purchaser shall adhere refer the dispute to PricewaterhouseCoopers LLP (the Final Allocation for “Accounting Referee”) to review and to determine the proper valuation (it being understood that in making such determination, the Accounting Referee shall be functioning as an expert and not as an arbitrator). The Accounting Referee shall deliver to Seller and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a determination of the valuation. This determination will be binding on the Parties and all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return tax returns filed by them after Purchaser, Seller and each of their Affiliates shall be prepared consistently with such valuation. The cost of such review and report shall be borne by Purchaser. Seller and Purchaser shall use commercially reasonable efforts to ensure that the Closing Date, including the determination Valuation Statement is not disputed by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this AgreementXXXXX.