Common use of Tax Reporting and Allocation of Consideration Clause in Contracts

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business Employee, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Law.

Tax Reporting and Allocation of Consideration. (a) Effective as of the Closing, Seller and Buyer Purchaser acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary and its Subsidiaries to any Business Employee, Employee prior to or on the Closing Date and (ii) Buyer Purchaser will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee Purchaser after the Closing Date to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraphBusiness Employee hired by Purchaser. (b) Effective as of the Closing, Purchaser and Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with each of their respective federal income tax Tax returns. Accordingly, Purchaser and Seller and Buyer shall, no later than ninety (90) days after agree to file such form consistent with the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent determined in accordance with the provisions of Section 1060 of the Code 2.10. Purchaser and the Treasury Regulations thereunder and (ii) Seller further agree to cooperate with each other in the preparation of the Asset Acquisition Statement in accordance with clause (i) such form for timely filing with each of their respective federal income tax Tax returns; provided, however, that nothing . Each of Seller and Purchaser further agrees to file all of its other Tax returns in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on a manner consistent with such allocation and not to make any allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a any Tax position which that is inconsistent with contrary to such Purchase Price allocation, unless otherwise required to do so by applicable law and after prior written notice thereof to the other party. Seller and Purchaser further agree to consult with each other with respect to all issues related to such allocation in connection with any Tax audits, controversies or litigation. (c) In the case of any real or personal property taxes or any similar ad valorem taxes attributable to the Acquired Assets for which Taxes are reported on a Tax return covering a period commencing before the Closing Date and ending thereafter (“Straddle Period Taxes”), any such Straddle Period Taxes shall be prorated between Purchaser and Seller on a per diem basis. The party required by applicable Lawlaw to pay any such Straddle Period Taxes (the “Paying Party”) to the extent such payment exceeds the obligation of the Paying Party hereunder, shall provide the other party (the “Non-Paying Party”) with proof of payment, and within ten (10) days of receipt of such proof of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes. The party required by law to file a Tax Return with respect to Straddle Period Taxes shall do so within the time period prescribed by law.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business EmployeeEmployee in connection with the operation or conduct of the CATV Business for any Pre-Closing Tax Period, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred EmployeeEmployee with respect any Post-Closing Tax Period. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “"Asset Acquisition Statement”") with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price purchase price allocation agreement providing for the allocation of the Purchase Price and Assumed Liabilities (and all other capitalized costs) among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder thereunder, and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price purchase price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless compelled to do otherwise required by applicable Lawthe IRS.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a any Seller Subsidiary to any Business Employee, Employee in connection with the operation or conduct of the Business prior to or on the Closing Date and (ii) Buyer will be responsible for and will perform perform, or where applicable will cause Avaya Tianjin to perform, all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee Avaya Tianjin to any Transferred Employee. For Employee in connection with the avoidance operation or conduct of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to Business after the Taxes described in this paragraphClosing Date. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “"Asset Acquisition Statement”") with their respective United States federal income tax returns. Accordingly, Seller and Buyer shallshall furnish Seller, no later than ninety (90) 120 days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the proposed allocation of the Purchase Price for United States federal income tax purposes and the Assumed Liabilities among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder thereunder. Seller shall have thirty days after its receipt of Buyer's proposed allocation to object to such allocation. If Seller objects, Buyer and (ii) cooperate Seller negotiate in good faith to resolve such objections. Any issues not resolved by such negotiations shall be submitted to an independent accounting firm of national standing satisfactory to the preparation parties which shall resolve the issues within 30 days after submission of the issues to such accounting firm. The costs of the accounting firm shall be shared equally by Seller and Buyer. The parties agree to prepare the Asset Acquisition Statement in accordance with clause (i) for the allocations proposed by Buyer as amended by the results of the negotiations and resolutions of the accounting firm described above and to timely filing file such Asset Acquisition Statement with their respective United States federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed returns and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation; provided, unless however, that the parties agree that, in all events, the Asset Acquisition Statement will provide that the portion of the Purchase Price and the Assumed Liabilities allocated to any of the Purchased Assets which are held by a Seller Subsidiary that is not a Domestic Subsidiary shall be equal to the net book value of such Purchased Assets as of the Closing Date, or the Subsequent Closing, as applicable. (c) Buyer and Seller hereby agree that the portion of the Purchase Price properly attributable to the Purchased Assets situated in Ireland or otherwise required by related to Ireland consists entirely of cash, being part of the Cash Payment. The applicable LawSeller Subsidiary shall produce to Buyer (or Buyer's assignee or assignees under Section 10.4, if appropriate) prior to Closing a tax certificate under Section 980 of the Irish Taxes Consolidation Act, 1997 (as amended) in relation to the land and buildings situated in Ireland that are part of the Purchased Assets.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholdingEffective as of the Closing, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business Employee, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer Purchaser and Seller under this Agreement with respect to the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with each of their respective federal income tax Tax returns. Accordingly, Purchaser and Seller and Buyer shall, no later than ninety (90) days after agree to file such form consistent with the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent determined in accordance with the provisions of Section 1060 of the Code 2.10. Purchaser and the Treasury Regulations thereunder and (ii) Seller further agree to cooperate with each other in the preparation of the Asset Acquisition Statement in accordance with clause (i) such form for timely filing with each of their respective federal income tax Tax returns; provided, however, that nothing . Each of Seller and Purchaser further agrees to file all of its other Tax returns in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on a manner consistent with such allocation and not to make any allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a any Tax position which that is inconsistent with contrary to such Purchase Price allocation, unless otherwise required to do so by applicable law and after prior written notice thereof to the other party. Seller and Purchaser further agree to consult with each other with respect to all issues related to such allocation in connection with any Tax audits, controversies or litigation. (b) In the case of any real or personal property taxes or any similar ad valorem taxes attributable to the Acquired Products or Acquired Assets for which Taxes are reported on a Tax return covering a period commencing before the Closing Date and ending thereafter (“Straddle Period Taxes”), any such Straddle Period Taxes shall be prorated between Purchaser and Seller on a per diem basis. The party required by applicable Lawlaw to pay any such Straddle Period Taxes (the “Paying Party”) to the extent such payment exceeds the obligation of the Paying Party hereunder, shall provide the other party (the “Non-Paying Party”) with proof of payment, and within ten (10) days of receipt of such proof of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes. The party required by law to file a Tax Return with respect to Straddle Period Taxes shall do so within the time period prescribed by law.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all required Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business EmployeeEmployee in connection with the operation or conduct of the IoT Business for any Pre-Closing Tax Period and any Tax withholding, payment and reporting related to payments made by Seller or a Subsidiary to any Transferred Employee under a Benefit Plan of Seller or a Subsidiary with respect to any Post-Closing Tax Period, and (ii) Buyer will be responsible for and will perform all required Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred EmployeeEmployee with respect any Post-Closing Tax Period. After the Closing, Buyer and Seller agree to use the alternate procedure set forth in Rev. Proc. 2004-053 with respect to the Transferred Employees. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no Not later than ninety (90) days after the Closing Date, attempt in good faith Buyer shall prepare and deliver to (i) enter into a Purchase Price allocation agreement providing for the Seller an allocation of the Purchase Price among the Purchased Assets consistent in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (ii) cooperate the “Asset Level Allocation Statement”). Seller and Buyer shall work in the preparation of good faith to resolve any disputes relating to the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Level Allocation Statement. If Seller and Buyer are unable to resolve any such dispute, such dispute shall have agreed be resolved promptly by a nationally recognized accounting firm acceptable to Buyer and Seller, the costs of which shall be borne equally by Buyer and Seller. The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Body) on a any Return or in any audit or examination before any Governmental Body that is in way inconsistent with the final Asset Level Allocation Statement (the final Asset Level Allocation Statement being referred to herein as the “Allocation”). If the Purchase Price allocation is adjusted pursuant to Section 9.2(d), the Allocation shall be adjusted in a manner consistent with the procedures set forth in this Section 5.3(b). (c) Seller shall promptly notify Buyer in writing upon receipt by Seller of notice of any pending or threatened Tax audits or assessments relating to the income, properties or operations of Seller that reasonably may be expected to relate to or give rise to a lien on the Purchased Assets or the IoT Business. Each of Buyer and an Asset Acquisition Statement, then Seller and shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Allocation. (d) Seller shall deliver to Buyer shall file at the Asset Acquisition Statement Closing a properly executed affidavit prepared in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent accordance with such Purchase Price allocation, unless otherwise required by applicable LawTreasury Regulations section 1.1445-2(b) certifying Seller’s non-foreign status.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary its Subsidiaries to any Business EmployeeEmployee in connection with operating the Business prior to or on the Closing Date, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For Employee in connection with operating the avoidance of doubt, nothing in this paragraph is intended to modify or adjust Business after the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraphClosing Date. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with each of their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety within thirty (9030) days after of the Closing Date, Seller and Buyer agree to attempt in good faith to (i) enter into a Purchase Price allocation agreement (a first draft of which shall be provided by Buyer on or prior to the Closing Date) providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder thereunder, and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) hereof for timely filing with each of their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed agree on a Purchase Price allocation and an Asset Acquisition Statementallocation, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take file any tax return taking a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Law.

Tax Reporting and Allocation of Consideration. Buyer, Parent and Sellers agree that the sale of the Purchased Assets hereunder is a fully taxable sale for income tax purposes. Buyer, Parent and Sellers recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (athe "Asset Acquisition Statement") Seller with each of their respective federal income tax returns. Accordingly, Buyer, Parent and Sellers agree to cooperate in the preparation of the Asset Acquisition Statement for timely filing in each of their respective federal income tax returns in accordance with a written statement (the "Statement of Allocation") setting forth an allocation of the consideration paid for the Purchased Assets among such Purchased Assets in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. The Statement of Allocation shall be prepared by Buyer. Buyer shall deliver an estimated Statement of Allocation to Parent at the Closing. Buyer shall deliver to Parent a final Statement of Allocation (the "Final Statement of Allocation") as promptly as practicable following the final determination of the Closing Statement pursuant to Section 1.7 hereof, which shall be subject to Parent's review and written approval, which approval shall not be unreasonably withheld. Unless otherwise prohibited by law, all Returns of Buyer, Parent and Sellers shall be filed consistently with the allocations made pursuant to the Final Statement of Allocation. Sellers, Parent and Buyer acknowledge and agree that (i) Seller Sellers and Parent will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary Sellers to any Employee in connection with the operation of the Business Employee, prior to or on the Closing Date; and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any employee, including Transferred Employee. For Employees, in connection with the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 operation of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety (90) days Business after the Closing Date. Sellers, attempt Parent and Buyer agree to follow the Standard Procedure specified in good faith to (i) enter into a Purchase Price allocation agreement providing Rev. Proc. 96-60, 1996-2 C.B. 399, whereby, among other things, each will be responsible for the allocation reporting duties with respect to its own wages and compensation to employees in connection with the operation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Lawbusiness.

Tax Reporting and Allocation of Consideration. (a) Subject to Section 5.5(d) below, Seller shall be responsible for the preparation and Buyer acknowledge and agree that filing of all Returns of Seller (including Returns required to be filed after the Closing Date) to the extent such Returns include or relate to (i) the use or ownership of the Purchased Assets by Seller, or (ii) during any Pre-Closing Tax Period, the conduct of the Business (“Seller’s Returns”). Seller’s Returns shall be true, complete and correct and prepared in accordance with applicable Law in all material respects. Seller will be responsible for and will perform make all Tax withholding, payment and reporting duties with respect payments of Taxes shown to any wages and other compensation paid by Seller or a Subsidiary to any Business Employee, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect due on Seller’s Returns to the extent such Taxes described in this paragraphrelate to the use or ownership of the Purchased Assets by Seller, or to the conduct of the Business during any Pre-Closing Tax Period. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price purchase price allocation agreement providing for the allocation of the Purchase Price Consideration among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder thereunder, and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price purchase price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price Consideration allocation. (c) Buyer shall be responsible for the preparation and filing of all Returns it is required to file with respect to Buyer’s ownership or use of the Purchased Assets or to the conduct of the Business attributable to taxable periods (or portions thereof) commencing after the Closing (“Buyer’s Returns”). Buyer’s Returns shall be true, unless complete and correct and prepared in accordance with applicable Law in all material respects. Buyer will be responsible for and make all payments of Taxes shown to be due on Buyer’s Returns to the extent they relate to the Purchased Assets or the conduct of the Business during any periods (or portions thereof) commencing after the Closing. (d) In the case of any real or personal property Taxes (or other similar Taxes) attributable to the Purchased Assets for which Returns cover a taxable period commencing before the Closing Date and ending thereafter, to the extent not filed prior to the Closing, Buyer shall prepare such Returns and make all payments required with respect to any such Return; provided, however, Seller will promptly reimburse Buyer upon receipt of a copy of the filed Return to the extent any payment made by Buyer relates to a Pre-Closing Tax Period, which amount shall be determined and prorated on a per diem basis. In the event that any party shall thereafter make a payment for which it is entitled to reimbursement under this Section, the party so obligated to make such reimbursement under this Section shall make such reimbursement promptly upon the presentation of such supporting evidence as may be reasonably requested. The parties hereto shall cooperate, including, without limitation, during times of audit by taxing authorities, to avoid payment of duplicate or inappropriate Taxes under this Section 5.5(d) or other ad valorem Taxes of any kind or description which relate to the Purchased Assets, and each party shall furnish, at the request of the other, proof of payment of any such Taxes or other documentation that is a prerequisite to avoiding payment of a duplicate or inappropriate Tax. (e) To the extent relevant to the Purchased Assets or the conduct of the Business, each party shall (i) provide the other with such assistance as may reasonably be required in connection with the preparation of any Return and the conduct of any audit or other examination by any taxing authority or in connection with judicial or administrative proceedings relating to any liability for Taxes, and (ii) retain and provide the other with all records or other information that may be relevant to the preparation of any Returns, or the conduct of any audit or examination, or other proceeding relating to Taxes. Seller shall retain all documents, including prior years’ Returns, supporting work schedules and other records or information with respect to all sales, use and employment Returns and, absent the receipt by Seller of the relevant sales tax certificates, shall not destroy or otherwise required dispose of any such records for six (6) years after Closing without the prior written consent of Buyer. (f) Seller shall prepare and furnish to Transferred Employees Forms W-2 which shall reflect all wages and compensation paid to Transferred Employees for that portion of the calendar year in which the Closing Date occurs during which the Transferred Employees were employed by applicable LawSeller. Each of Seller and Buyer agree to treat Buyer as a successor employer with respect to the Transferred Employees for FICA and FUTA tax purposes.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all required Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business EmployeeEmployee in connection with the operation or conduct of the µWave Business for any Pre-Closing Tax Period and any Tax withholding, payment and reporting related to payments made by Seller or a Subsidiary to any Transferred Employee under a Seller Benefit Plan with respect to any Post-Closing Tax Period, and (ii) Buyer will be responsible for and will perform all required Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred EmployeeEmployee with respect any Post-Closing Tax Period. After the Closing, Buyer and Seller agree to use the alternate procedure set forth in Rev. Proc. 2004-053 with respect to the Transferred Employees. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no Not later than ninety (90) days after the Closing Date, attempt in good faith Buyer shall prepare and deliver to (i) enter into a Purchase Price allocation agreement providing for the Seller an allocation of the Purchase Price and Assumed Liabilities (to the extent properly taken into account for U.S. federal income tax purposes) among the Purchased Assets consistent in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (ii) cooperate the “Asset Level Allocation Statement”). The Asset Level Allocation Statement shall be consistent in all respects with the preparation purchase price amounts indicated on the Bills of Sale and Assignment and Assumption Agreements and any Value Added Tax invoice prepared pursuant to Section 2.9(c). Seller and Buyer shall work in good faith to resolve any disputes relating to the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Level Allocation Statement. If Seller and Buyer are unable to resolve any such dispute, such dispute shall have agreed be resolved promptly by a nationally recognized accounting firm acceptable to Buyer and Seller, the costs of which shall be borne equally by Buyer and Seller. The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Body) on a any Return or in any audit or examination before any Governmental Body that is in any way inconsistent with the final Asset Level Allocation Statement (the final Asset Level Allocation Statement being referred to herein as the “Allocation”). If the Purchase Price allocation is adjusted pursuant to Section 9.2(d), the Allocation shall be adjusted in a manner consistent with the procedures set forth in this Section 5.3(b). (c) Seller shall promptly notify Buyer in writing upon receipt by Seller of notice of any pending or threatened Tax audits or assessments relating to the income, properties or operations of Seller that reasonably may be expected to relate to or give rise to a lien on the Purchased Assets or the µWave Business. Each of Buyer and an Asset Acquisition Statement, then Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Allocation. (d) Seller and any Subsidiary that is a U.S. entity shall deliver to Buyer at the Closing a properly executed affidavit prepared in accordance with Treasury Regulations section 1.1445-2(b) certifying ’such entity’s non-foreign status. (e) Broadcom Israel shall file maintain the Asset Acquisition Statement in validity of the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable LawExemption Certificate through the date of Closing.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business EmployeeEmployee in connection with the operation or conduct of the Optoelectronics Business for any Pre-Closing Tax Period, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred EmployeeEmployee with respect any Post-Closing Tax Period. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless compelled to do otherwise required by applicable Lawthe IRS.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business EmployeeEmployee in connection with the operation or conduct of the Optoelectronics Business for any Pre-Closing Tax Period, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred EmployeeEmployee with respect any Post-Closing Tax Period. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “"Asset Acquisition Statement”") with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless compelled to do otherwise required by applicable Law.the IRS. Agere Systems Proprietary

Tax Reporting and Allocation of Consideration. (a) Seller Subject to Section 5.3(d) below, each of AMCC and Buyer acknowledge each Selling Subsidiary shall be responsible for the preparation and agree that filing of all Returns of such party (including Returns required to be filed after the Closing Date) to the extent such Returns include or relate to (i) Seller the use or ownership of the Purchased Assets by it, or (ii) during any Pre-Closing Tax Period through the Closing, the conduct of the Storage Business (“Seller’s Returns”). Seller’s Returns shall be true, complete and correct and prepared in accordance with applicable Law in all material respects. One or more of Sellers, as applicable, will be responsible for and will perform make all Tax withholding, payment and reporting duties with respect payments of Taxes shown to any wages and other compensation paid by Seller or a Subsidiary to any Business Employee, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect due on Seller’s Returns to the extent such Taxes described in this paragraphrelate to the Purchased Assets or to the conduct of the Storage Business during any Pre-Closing Tax Period. (b) Seller Sellers and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with their respective federal income tax returns. Accordingly, Seller Sellers and Buyer shall, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price (as may be adjusted pursuant to Section 2.9 hereof) among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder thereunder, and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller Sellers and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller Sellers and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller Sellers nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation. In the event that the Purchase Price is adjusted pursuant to Section 2.9 following the determination of the Asset Acquisition Statement, unless Sellers and Buyer shall reasonably agree to a revised Asset Acquisition Statement as soon as reasonably practicable following the determination of the Final Inventory Amount and the Final Channel Inventory Amount, and in the event that any additional assets are transferred to Buyer pursuant to Section 2.6 or otherwise following the determination of the Asset Acquisition Statement, Sellers and Buyer shall reasonably agree to a revised Asset Acquisition Statement as soon as reasonably practicable following such transfer. (c) Buyer shall be responsible for the preparation and filing of all Returns it is required to file with respect to Buyer’s ownership or use of the Purchased Assets or to the conduct of the Storage Business attributable to taxable periods (or portions thereof) commencing after the Closing (“Buyer’s Returns”). Buyer’s Returns shall be true, complete and correct and prepared in accordance with applicable Law in all material respects. Buyer will be responsible for and make all payments of Taxes shown to be due on Buyer’s Returns to the extent they relate to the Purchased Assets or the conduct of the Storage Business during any periods (or portions thereof) commencing after the Closing. (d) In the case of any real or personal property Taxes (or other similar Taxes) attributable to the Purchased Assets for which Returns cover a taxable period commencing on or before the Closing Date and ending thereafter, to the extent not filed prior to the Closing, Buyer shall prepare such Returns and make all payments required with respect to any such Return; provided, however, Sellers will promptly reimburse Buyer upon receipt of a copy of the filed Return to the extent any payment made by applicable LawBuyer relates to a Pre-Closing Tax Period, which amount shall be determined and prorated on a per diem basis. (e) To the extent relevant to the Purchased Assets, each party shall (i) provide the other with such assistance as may reasonably be required in connection with the preparation of any Return and the conduct of any audit or other examination by any taxing authority or in connection with judicial or administrative proceedings relating to any liability for Taxes, and (ii) retain and provide the other with all records or other information that may be relevant to the preparation of any Returns, or the conduct of any audit or examination, or other proceeding relating to Taxes. Sellers shall retain all documents, including prior years’ Returns, supporting work schedules and other records or information with respect to all sales, use and employment Returns and, absent the receipt by Sellers of the relevant sales tax certificates, shall not destroy or otherwise dispose of any such records for six (6) years after Closing without the prior written consent of Buyer. (f) One or more of Sellers, as applicable, shall prepare and furnish to Transferred Employees Forms W-2 which shall reflect all wages and compensation paid to Transferred Employees for that portion of the calendar year in which the Closing Date occurs during which the Transferred Employees were employed by such party. Each of Sellers, on the one hand, and Buyer, on the other hand, agree to treat Buyer as a successor employer with respect to the Transferred Employees for FICA and FUTA tax purposes.

Tax Reporting and Allocation of Consideration. (a) Seller As promptly as practicable after the Closing, Buyer shall prepare and deliver to CellStar a written statement (the "STATEMENT OF ALLOCATION") setting forth an allocation of the Purchase Price (which for such purpose shall be increased by the amount of the Assumed Liabilities) among the Purchased Assets in accordance with the principles and methodology set forth and illustrated in SCHEDULE 2.07 annexed hereto; provided that the Parties may agree to amend or adjust such methodology to the extent that the Parties mutually determine that such amendment or adjustment is necessary to properly reflect the fair market value of the Purchased Assets. Buyer acknowledge and Sellers agree that each of the allocations required to be prepared pursuant to this Section 7.02 (ia) Seller will shall be responsible for prepared in accordance with the provisions of Sections 338 and will perform all Tax withholding1060 of the Code, payment the Treasury Regulations promulgated thereunder and reporting duties with respect to any wages and other compensation paid by Seller similar provisions of state, local or a Subsidiary to any Business Employeeforeign law, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraphas applicable. (b) Seller If CellStar does not agree with all or any portion of the information set forth on the Statement of Allocation, Buyer and CellStar shall make a good faith effort to resolve their differences. If Buyer and CellStar, after good faith negotiations, cannot resolve their differences within thirty days (30) days following the receipt of the Statement of Allocation by CellStar, then CellStar and Buyer recognize their mutual obligations pursuant shall jointly select an independent certified public accounting firm to Section 1060 address the differences, which accounting firm shall issue a final and binding Statement of Allocation no later than thirty (30) days after being engaged by Buyer and CellStar to prepare the Code final Statement of Allocation. (c) All federal, state, local and foreign income Tax Returns of CellStar and its Subsidiaries, and Buyer, shall be filed consistently with the information set forth on the Statement of Allocation. Moreover, CellStar and Buyer further agree to timely file IRS Form 8594 (the “Asset Acquisition Statement”) in a manner that is consistent with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent Allocation. CellStar and Buyer agree to promptly provide each other with the provisions of Section 1060 of the Code any information necessary to complete such Tax Returns and the Treasury Regulations thereunder IRS Forms 8594. CellStar and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller its Subsidiaries and Buyer shall have agreed not take any position on a Purchase Price allocation and an Asset Acquisition StatementTax Return, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which tax proceeding or audit that is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Lawany information set forth on the Statement of Allocation.

Tax Reporting and Allocation of Consideration. (a) Seller Buyers and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business Employee, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraph. (b) Seller and Buyer Sellers recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with each of their respective federal income tax returnsreturns and to comply with any similar provision of foreign law (the "Asset Acquisition Statement"). Accordingly, Seller Buyers and Buyer shall, no later than ninety Sellers agree to cooperate in the preparation of the Asset Acquisition Statement for timely filing in each of their respective federal income tax returns and any applicable foreign tax return in accordance with a written statement (90the "Statement of Allocation") days after prepared in accordance with the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the Side Letter and setting forth an allocation of the Purchase Price among the Purchased Assets, the German Assets consistent and the Ecusta Stock, and the covenants not to compete and not to solicit contained in Section 5.10 in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder thereunder. On or before the Closing, Buyers shall prepare and (ii) cooperate in deliver to Glatfelter a proposed Statement of Allocation. If Glatfelter approves the preparation Statement of Allocation, then, unless otherwise prohibited by law, all federal, state and local income tax returns of Buyers and Sellers shall be filed consistently with the allocations made pursuant to the Statement of Allocation. If Glatfelter does not approve the Statement of Allocation, Buyers and Glatfelter shall make good faith efforts to agree on the allocation of the Asset Acquisition consideration among the Purchased Assets, the German Assets, the Ecusta Stock and the covenants. If Buyers and Glatfelter, after good faith negotiations, cannot agree on the allocation of the consideration within 120 days following the Closing Date, then no Statement of Allocation shall be prepared, and each party shall prepare and file its tax returns in accordance with clause its own allocations. Sellers and Buyers acknowledge and agree that (ix) Sellers will be responsible for timely filing and perform all tax withholding, payment and reporting duties with their respective federal income respect to any wages and other compensation paid by Sellers to any Business Employee in connection with the operation of the Business prior to the Closing; and (y) Buyers will be responsible for and perform all tax returns; providedwithholding, howeverpayment and reporting duties with respect to any wages and other compensation paid by Buyers to any Business Employee in connection with the operation of the Business after the Closing. Sellers and Buyers agree to follow the Standard Procedure specified in Rev. Proc. 96-60, that nothing whereby, among other things, each will be responsible for the reporting duties with respect to its own wages and compensation to employees in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file connection with the Asset Acquisition Statement in operation of the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable LawBusiness.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business EmployeeEmployee in connection with operating the Business prior to or on the Closing Date, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For Employee in connection with operating the avoidance of doubt, nothing in this paragraph is intended to modify or adjust Business after the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraphClosing Date. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”"ASSET ACQUISITION STATEMENT") with each of their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety thirty (9030) days after the Closing DatePurchase Price adjustment pursuant to Section 2.3(b)(iii), if any, has been agreed upon, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) of this paragraph for timely filing with each of their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Law.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business Employee, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer Purchaser and Seller under this Agreement with respect agree to take all steps necessary so that the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 Transaction shall be treated as a purchase of the Code Contributed Assets, the Subsidiary Interests and the Business Intellectual Property under the Code. Accordingly, Purchaser and Seller agrees to cooperate in the preparation of the allocation statement of the Purchase Price for timely file IRS Form 8594 filing in each of its federal income Tax Returns and any applicable foreign state or local Tax Return in accordance with a written statement (the “Asset Acquisition StatementStatement of Allocation”) with their respective federal income tax returns. Accordingly), Seller and Buyer shallprepared, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the setting forth an allocation of the Purchase Price among the Purchased Assets consistent Contributed Assets, the Subsidiary Interests, the Business Intellectual Property and the covenants not to compete and not to solicit contained in Section 10.3, in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder thereunder. Within 60 days after Closing, Purchaser shall prepare and (ii) cooperate in deliver to Seller a proposed Statement of Allocation. If Seller approves the preparation Statement of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; providedAllocation, howeverthen, that nothing in this Section 5.3(b) unless otherwise prohibited by law, all foreign, federal, state and local Tax Returns of Purchaser and Seller shall be deemed filed consistently with the allocations made pursuant to obligate either the Statement of Allocation. If Seller or Buyer does not approve the Statement of Allocation, Purchaser and Seller shall make good faith efforts to agree on such the allocation or Asset Acquisition Statementof the consideration among the Contributed Assets, the Subsidiary Interests, the Business Intellectual Property, and the covenants not to compete. If Seller Purchaser and Buyer shall have agreed Seller, after good faith negotiations, cannot agree on a Purchase Price the allocation and an Asset Acquisition Statementof the consideration within 60 days following the delivery of the Statement of Allocation by Purchaser, then Seller the parties shall submit the dispute to an Auditor and Buyer the dispute shall file be resolved pursuant to the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Law.procedures set forth in

Tax Reporting and Allocation of Consideration. 55- (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all required Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business EmployeeEmployee in connection with the operation or conduct of the Target Business for any Pre-Closing Tax Period and any Tax withholding, payment and reporting related to payments made by Seller or a Subsidiary to any Transferred Employee under a Benefit Plan of Seller or a Subsidiary with respect to any Post-Closing Tax Period, and (ii) Buyer will be responsible for and will perform all required Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred EmployeeEmployee with respect to any Post-Closing Tax Period. If permitted under Revenue Procedure 2004-53, after the Closing, Buyer and Seller agree to use the standard procedure set forth in Revenue Procedure 2004-53 with respect to the Transferred Employees. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraph. . (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no Not later than ninety one hundred twenty (90120) days after the Closing Date, attempt in good faith Buyer shall prepare and deliver to (i) enter into a Purchase Price allocation agreement providing for the Seller an allocation of the Purchase Price among the Purchased Assets consistent and the covenant not to compete contained in Section 5.14 of this Agreement in accordance with the provisions of Section 1060 of the Code and Code, the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as applicable) and methodologies set forth on Schedule 5.3(b) (iithe “Asset Level Allocation Statement”). If within thirty (30) cooperate in the preparation days of receiving the Asset Acquisition Level Allocation Statement, Seller has not objected, the Asset Level Allocation Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statementfinal and binding and the Parties shall file their Returns consistently therewith. If within thirty (30) days Seller objects to the Asset Level Allocation Statement, Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statementcooperate in good faith to resolve their differences, then provided that if after thirty (30) days, Seller and Buyer are unable to agree, the Parties shall file retain a mutually acceptable, regionally recognized, independent accounting firm or other mutually acceptable, regionally recognized financial services provider (the “Independent Accounting Firm”) to resolve their dispute, provided that the Independent Accounting Firm utilize the methodologies for determining fair market value as set forth on Schedule 5.3(b). The determination of the Independent Accounting Firm shall be final and binding on the Parties. The Parties shall make appropriate adjustments to the Asset Acquisition Level Allocation Statement in to reflect the form so agreed determination of the Independent Accounting Firm. The Parties agree that they will not, and neither Seller nor Buyer shall will not permit any of their respective Affiliates to, take a Tax position which (except as required pursuant to any order of a Governmental Body) on any Return that is inconsistent with such Purchase Price allocationthe final Asset Level Allocation Statement (the final Asset Level Allocation Statement being referred to herein as the “Allocation”). (c) Seller shall promptly notify Buyer in writing upon receipt by Seller of notice of any pending or threatened Tax audits or assessments relating to the income, unless otherwise required by applicable Lawproperties or operations of Seller that reasonably may be expected to relate to or give rise to a lien on the Purchased Assets or the Target Business.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business EmployeeEmployee in connection with operating the Business prior to or on the Closing Date, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For Employee in connection with operating the avoidance of doubt, nothing in this paragraph is intended to modify or adjust Business after the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraphClosing Date. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “"Asset Acquisition Statement”") with each of their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety thirty (9030) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) of this paragraph for timely filing with each of their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Law.

Tax Reporting and Allocation of Consideration. Buyer and Seller recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 with each of its federal income tax Returns and to comply with any similar provision of foreign state or local law (a) the “Asset Acquisition Statement”). Accordingly, Buyer and Seller agrees to cooperate in the preparation of the Asset Acquisition Statement for timely filing in each of its federal income tax Returns and any applicable foreign state or local Return in accordance with a written statement (the “Statement of Allocation”), prepared in accordance with Schedule 5.3 (to be attached at Closing), setting forth an allocation of the Purchase Price among the Purchased Assets and the covenants not to compete and not to solicit contained in Section 5.8, in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. On or before the Closing, Buyer shall prepare and deliver to Seller a proposed Statement of Allocation. If Seller approves the Statement of Allocation, then, unless otherwise prohibited by law, all foreign, federal, state and local Returns of Buyer and Seller shall be filed consistently with the allocations made pursuant to the Statement of Allocation. If Seller does not approve the Statement of Allocation, Buyer and Seller shall make good faith efforts to agree on the allocation of the consideration among the Purchased Assets and covenants. If Buyer and Seller, after good faith negotiations, cannot agree on the allocation of the consideration within 120 days following the Closing Date, then no Statement of Allocation shall be prepared, and each party shall prepare and file its Returns in accordance with its own allocations. Seller and Buyer acknowledge and agree that (ix) Seller will be responsible for and will perform all Tax tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Transferred Employee in connection with the operation of the Business Employee, prior to the Closing; and (iiy) Buyer will be responsible for and will perform all Tax tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred EmployeeBusiness Employee in connection with the operation of the Business after the Closing. For Seller and Buyer agree to follow the avoidance Standard Procedure specified in Section 4 of doubtRev. Proc. 96-60, nothing in this paragraph is intended to modify or adjust 1996-2 Cum.Bull. 399, whereby, among other things, each will be responsible for the substantive liability of Buyer and Seller under this Agreement reporting duties with respect to its own wages and compensation to employees in connection with the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 operation of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable LawBusiness.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business Employee, Employee in connection with the operation or conduct of the Business prior to or on the Closing Date and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For Employee in connection with the avoidance operation or conduct of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to Business after the Taxes described in this paragraphClosing Date. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price Price, as adjusted, and the Assumed Liabilities among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and the allocation of the Purchase Price described in Section 2.3, and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Law.

Tax Reporting and Allocation of Consideration. (a) Subject to Section 5.3(d) below, Seller will be responsible for the preparation and Buyer acknowledge and agree that filing of all Returns of Seller (including Returns required to be filed after the Closing Date) to the extent such Returns include or relate to (i) the use or ownership of the Purchased Assets by Seller, or (ii) during any Pre-Closing Tax Period, the conduct of the FPGA/FPSC Business ("Seller's Returns"). Seller's Returns shall be true, complete and correct and prepared in accordance with applicable Law in all material respects. Seller will be responsible for and will perform make all Tax withholding, payment and reporting duties with respect payments of Taxes shown to any wages and other compensation paid by Seller or a Subsidiary to any Business Employee, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect due on Seller's Returns to the extent such Taxes described in this paragraphrelate to the Purchased Assets or to the conduct of the FPGA/FPSC Business during any Pre-Closing Tax Period. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “"Asset Acquisition Statement”") with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder thereunder, and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation. (c) Buyer will be responsible for the preparation and filing of all Returns it is required to file with respect to Buyer's ownership or use of the Purchased Assets or to the conduct of the FPGA/FPSC Business attributable to taxable periods (or portions thereof) commencing after the Closing ("Buyer's Returns"). Buyer's Returns shall be true, unless complete and correct and prepared in accordance with applicable Law in all material respects. Buyer will be responsible for and make all payments of Taxes shown to be due on Buyer's Returns to the extent they relate to the Purchased Assets or the conduct of the FPGA/FPSC Business during any periods (or portions thereof) commencing after the Closing. (d) In the case of any real or personal property Taxes (or other similar Taxes) attributable to the Purchased Assets for which Returns cover a taxable period commencing on or before the Closing Date and ending thereafter, to the extent not filed prior to the Closing, Buyer shall prepare such Returns and make all payments required with respect to any such Return; provided, however, Seller will promptly reimburse Buyer upon receipt of a copy of the filed Return to the extent any payment made by Buyer relates to a Pre-Closing Tax Period, which amount shall be determined and prorated on a per diem basis. (e) To the extent relevant to the Purchased Assets, each party shall (i) provide the other with such assistance as may reasonably be required in connection with the preparation of any Return and the conduct of any audit or other examination by any taxing authority or in connection with judicial or administrative proceedings relating to any liability for Taxes, and (ii) retain and provide the other with all records or other information that may be relevant to the preparation of any Returns, or the conduct of any audit or examination, or other proceeding relating to Taxes. Seller shall retain all documents, including prior years' Returns, supporting work schedules and other records or information with respect to all sales, use and employment Returns and, absent the receipt by Seller of the relevant sales tax certificates, shall not destroy or otherwise required dispose of any such records for six (6) years after Closing without the prior written consent of Buyer. (f) Seller shall prepare and furnish to Transferred Employees Forms W-2 which shall reflect all wages and compensation paid to Transferred Employees for that portion of the calendar year in which the Closing Date occurs during which the Transferred Employees were employed by applicable LawSeller. Each of Seller and Buyer agree to treat Buyer as a successor employer with respect to the Transferred Employees for FICA and FUTA tax purposes.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all required Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary any of its Affiliates to any Business EmployeeEmployee in connection with the operation or conduct of the Business for any Pre‑Closing Tax Period and any Tax withholding, payment and reporting related to payments made by Seller or any of its Affiliates to any Transferred Employee under a Benefit Plan of Seller or any such Affiliate with respect to any Pre‑Closing Tax Period, and (ii) Buyer will be responsible for and will perform all required Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred EmployeeEmployee with respect any Post‑Closing Tax Period. After the Closing, Xxxxx and Seller agree to use the alternate procedure set forth in Rev. Proc. 2004‑53 with respect to the Transferred Employees. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 The Parties intend that this transaction is treated as a purchase of the Code assets of a trade or business and neither party will take any actions to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with their respective federal income change such tax returnstreatment. Accordingly, Seller and Buyer shall, no Not later than ninety (90) 180 days after the Closing Date, attempt in good faith Buyer shall prepare and deliver to (i) enter into a Purchase Price allocation agreement providing for the Seller an allocation of the Purchase Price Consideration (and any other relevant amounts) among the Purchased Assets consistent (plus other relevant items) in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (iithe “Asset Level Allocation Statement”). Seller shall have thirty (30) cooperate days to review and comment on such Asset Level Allocation Statement, and Buyer shall consider in good faith any reasonable comments provided by Seller. The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Body) on any Return that is inconsistent with the preparation final Asset Level Allocation Statement (the final Asset Level Allocation Statement being referred to herein as the “Allocation”), provided that Buyer considers in good faith Seller’s reasonable comments to the Asset Level Allocation Statement. If the Consideration increases due to an Achieved Earn-Out Payment that becomes payable pursuant to this Agreement or is adjusted pursuant to Section 9.4(l) Buyer shall adjust the Allocation in a manner consistent with the prior Allocation and notify Seller of such adjustment. (c) For purposes of the Asset Acquisition Statement Level Allocation Statement, the Allocation and all Returns of Buyer, Seller and any Affiliate of Seller, Buyer and Seller agree that each share of Buyer Common Stock shall be valued at the Buyer 409A Value on the Closing Date. (d) Seller shall promptly notify Buyer in writing upon receipt by Seller of notice of any pending or threatened Tax audits or assessments relating to the income, properties or operations of Seller that reasonably may be expected to relate to or give rise to a lien on the Purchased Assets. Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Allocation. (e) Seller will deliver to Buyer at the Closing a properly executed affidavit prepared in accordance with clause (iTreasury Regulations section 1.1445‑2(b) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which certifying is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Lawnon‑foreign status.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a any Selling Subsidiary to any Business Employee, Employee in connection with the operation or conduct of the Business prior to or on the Closing Date and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For Employee in connection with the avoidance operation or conduct of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to Business after the Taxes described in this paragraphClosing Date. (b) Seller shall not take any position with respect to Taxes of the Business or the Transferred Entities that would have the effect of shifting income as compared to Seller's past practice to a Post-Closing Tax Period, except for a position (generally applicable to a Tax Return filed by the consolidated or combined group of which Seller is the common parent, the effect of which position is primarily on entities other than the Transferred Entities) that conforms Seller's Tax reporting to Seller's accounting reporting under Staff Accounting Bulletin 101. (c) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code timely to file (or, in the case of Buyer, to cause the applicable U.S. Subsidiary of Buyer to timely file file) IRS Form 8594 (the “"Asset Acquisition Statement”") with their respective federal income tax returnsTax Returns. Accordingly, Seller and Buyer shall, no later than ninety (90) 120 days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement based on an initial proposal by the Buyer providing for the allocation of the Purchase Price 47 among the Purchased Assets consistent with Schedule 5.4(c) and the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective (or, in the case of Buyer, the applicable U.S. Subsidiary's) federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition StatementTax Returns. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer (or Buyer's U.S. Affiliate or Subsidiary) shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer (nor any of their respective Affiliates or Subsidiaries or successors to or transferees of the Business) shall take a Tax position for U.S. federal, state or local income Tax purposes which is inconsistent with such Purchase Price allocation, unless except as otherwise required by applicable Lawpursuant to a Final Determination. In no event shall Seller or Buyer (or any of their respective Affiliates or Subsidiaries or successors to or transferees of the Business) take a position for U.S. federal, state or local income tax purposes that is inconsistent with Schedule 5.4(c), except as otherwise required pursuant to a Final Determination.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business Employee, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to shall cooperate in the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 preparation of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with for timely filing in each of their respective federal income tax returns. AccordinglyReturns and any applicable foreign, Seller and Buyer shall, no later than ninety state or local Returns in accordance with a written statement (90the “Statement of Allocation”) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the setting forth an allocation of the Purchase Price Initial Payment Amount and the liabilities assumed by Buyer under Section 2.4 among the Purchased Assets consistent Assets, the Non-Competition Agreement and any other tangible and intangible property of the Business conveyed under this Agreement in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (ii) cooperate in the preparation thereunder. Within 30 days of the Asset Acquisition Closing, Seller shall prepare and deliver to Buyer a proposed Statement of Allocation. If Buyer approves the Statement of Allocation on or before Closing, then, unless otherwise prohibited by law, all foreign, federal, state and local income Returns of Buyer and Seller shall be filed consistently with the allocations made pursuant to the Statement of Allocation. If Buyer does not approve the Statement of Allocation, Buyer and Seller shall make good faith efforts to agree on the allocation of the consideration after Closing. If Buyer and Seller, after good faith negotiations, cannot agree on the allocation of the consideration within 120 days following the Closing Date, then no Statement of Allocation shall be prepared, and each party shall prepare and file its Returns in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing its own allocations. In the event there is an increase or decrease in this Section 5.3(b) shall be deemed to obligate either Seller or the consideration paid by Buyer to agree on such allocation or Asset Acquisition Statement. If Seller under this Agreement (including but not limited to the payment of an Earnout Payment), Seller and Buyer shall have agreed on a Purchase Price allocation timely file supplemental IRS Forms 8594 as and an Asset Acquisition Statementwhen required by the applicable Treasury Regulations, then Seller in which any increase in consideration is allocated to goodwill and Buyer shall file any decrease in consideration is allocated in accordance with any agreement made by the Asset Acquisition Statement parties in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent connection with such Purchase Price allocationdecrease (or, unless otherwise required by applicable Lawif no such agreement is reached, as each party may determine).

Tax Reporting and Allocation of Consideration. (a) Buyer and Seller and Buyer acknowledge and agree that (i) the sale of the Purchased Assets hereunder is a fully taxable sale for income tax purposes. Seller further agrees that neither Buyer nor FSC Semiconductor Corporation will be responsible for and will perform all Tax withholding, payment and reporting duties treated on Seller's federal income tax returns (or amended federal income tax returns) as a member of any consolidated group of which Seller is or was a member with respect to any wages periods ending on or prior to the Closing Date or beginning prior to and other compensation paid by Seller or a Subsidiary to any Business Employee, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employeeending after the Closing Date. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “"Asset Acquisition Statement”") with each of their respective federal income tax returns. Accordingly, Buyer and Seller and Buyer shallagree to cooperate in the preparation of the Asset Acquisition Statement for timely filing in each of their respective federal income tax returns in accordance with a written statement (the "Statement of Allocation") prepared in accordance with Schedule 5.2 (to be attached at Closing), no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the setting forth an allocation of the Purchase Price among the such Purchased Assets consistent and the covenants not to compete and not to solicit contained in Section 5.6 in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder thereunder. The Statement of Allocation shall be prepared by Seller. Seller shall deliver, subject to Buyer's prior review and (ii) cooperate in written approval the preparation Statement of Allocation to Buyer at the Closing. If Buyer approves the Statement of Allocation, then, unless otherwise prohibited by law, all federal, state and local income tax returns of Buyer and Seller shall be filed consistently with the allocations made pursuant to the Statement of Allocation. If Buyer does not approve the Statement of Allocation and if Buyer and Seller, after good faith negotiations, cannot agree on the allocation of the Asset Acquisition consideration among the Purchased Assets and covenants, then no Statement of Allocation shall be prepared, and each party shall prepare and file its tax returns in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statementits own allocations. If Seller and Buyer shall have agreed on a Purchase Price allocation acknowledge and an Asset Acquisition Statementagree that (x) Seller will be responsible for and perform all tax withholding, then payment and reporting duties with respect to any wages and other compensation paid by Seller to any Business Employee in connection with the operation of the Business prior to the Closing; and (y) Buyer will be responsible for and perform all tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer to any employee in connection with the operation of the Business after the Closing. Seller and Buyer shall file agree to follow the Asset Acquisition Statement Standard Procedure specified in Rev. Proc. 96-60, whereby, among other things, each will be responsible for the form so agreed reporting duties with respect to its own wages and neither Seller nor Buyer shall take a Tax position which is inconsistent compensation to employees in connection with such Purchase Price allocation, unless otherwise required by applicable Lawthe operation of the Business.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business Employee, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to agree that the Taxes described in this paragraph. (b) sale of the Purchased Assets hereunder is a fully taxable sale for income tax purposes. Buyer and Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with each of their respective federal income tax returns. Accordingly, Buyer and Seller and Buyer shallagree to cooperate in the preparation of the Asset Acquisition Statement for timely filing in each of their respective federal income tax returns in accordance with a written statement (the “Statement of Allocation”) prepared in accordance with Schedule 5.5, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the setting forth an allocation of the Purchase Price among consideration (including Assumed Liabilities and other capitalized costs) for the Purchased Assets consistent among such Purchased Assets in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and thereunder. The Statement of Allocation shall be prepared by Buyer. Buyer shall deliver the initial Statement of Allocation to Seller within ninety (ii90) cooperate in days after the preparation Closing Date. If, within sixty (60) days after the delivery of the Asset Acquisition Statement in accordance of Allocation, Seller determines that it disagrees with clause (i) for timely filing with their respective federal income tax returns; providedthe Statement of Allocation, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation resolve such dispute utilizing the procedures set forth in Section 2.5(e) and an Asset Acquisition Statement(f) for the resolution of disputes regarding the Closing Amount Schedule. Unless otherwise prohibited by law, then all federal, state and local income tax returns of Buyer and Seller and Buyer shall file be filed consistently with the Asset Acquisition allocations made pursuant to the Statement of Allocation, as such Statement of Allocation may be finally adjusted pursuant to the dispute resolution procedure set forth in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Lawpreceding sentence.

Tax Reporting and Allocation of Consideration. Buyer and Seller recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 with each of its federal income tax Returns and to comply with any similar provision of foreign state or local law (athe “Asset Acquisition Statement”). Accordingly, Buyer and Seller agrees to cooperate in the preparation of the Asset Acquisition Statement for timely filing in each of its federal income tax Returns and any applicable foreign state or local Return in accordance with a written statement (the “Statement of Allocation”), prepared, setting forth an allocation of the Purchase Price among the Purchased Assets and the covenants not to compete and not to solicit contained in Section 5.8, in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. Within one hundred and twenty (120) days after Closing, Buyer shall prepare and deliver to Seller a proposed Statement of Allocation. If Seller approves the Statement of Allocation, then, unless otherwise prohibited by law, all foreign, federal, state and local Returns of Buyer and Seller shall be filed consistently with the allocations made pursuant to the Statement of Allocation. If Seller does not approve the Statement of Allocation, Buyer and Seller shall make good faith efforts to agree on the allocation of the consideration among the Purchased Assets and covenants. If Buyer and Seller, after good faith negotiations, cannot agree on the allocation of the consideration within one hundred and twenty (120) days following the delivery of the Statement of Allocation by Buyer each party shall prepare and file its Returns in accordance with its own allocations. Seller and Buyer acknowledge and agree that (ix) Seller will be responsible for and will perform all Tax tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Transferred Employee in connection with the operation of the Business Employee, prior to the Closing; and (iiy) Buyer will be responsible for and will perform all Tax tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred EmployeeBusiness Employee in connection with the operation of the Business after the Closing. For Seller and Buyer agree to follow the avoidance Standard Procedure specified in Section 4 of doubtRev. Proc. 96-60, nothing in this paragraph is intended to modify or adjust 1996-2 Cum.Bull. 399, whereby, among other things, each will be responsible for the substantive liability of Buyer and Seller under this Agreement reporting duties with respect to its own wages and compensation to employees in connection with the Taxes described in this paragraph. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 operation of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable LawBusiness.

Tax Reporting and Allocation of Consideration. (a) Seller As promptly as practicable after the Closing, Buyer shall prepare and deliver to CellStar a written statement (the “Statement of Allocation”) setting forth an allocation of the Purchase Price (which for such purpose shall be increased by the amount of the Assumed Liabilities) among the Purchased Assets in accordance with the principles and methodology set forth and illustrated in Schedule 2.07 annexed hereto; provided that the Parties may agree to amend or adjust such methodology to the extent that the Parties mutually determine that such amendment or adjustment is necessary to properly reflect the fair market value of the Purchased Assets. Buyer acknowledge and Sellers agree that (ieach of the allocations required to be prepared pursuant to this Section 7.02(a) Seller will shall be responsible for prepared in accordance with the provisions of Sections 338 and will perform all Tax withholding1060 of the Code, payment the Treasury Regulations promulgated thereunder and reporting duties with respect to any wages and other compensation paid by Seller similar provisions of state, local or a Subsidiary to any Business Employeeforeign law, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraphas applicable. (b) Seller If CellStar does not agree with all or any portion of the information set forth on the Statement of Allocation, Buyer and CellStar shall make a good faith effort to resolve their differences. If Buyer and CellStar, after good faith negotiations, cannot resolve their differences within thirty days (30) days following the receipt of the Statement of Allocation by CellStar, then CellStar and Buyer recognize their mutual obligations pursuant shall jointly select an independent certified public accounting firm to Section 1060 address the differences, which accounting firm shall issue a final and binding Statement of Allocation no later than thirty (30) days after being engaged by Buyer and CellStar to prepare the Code final Statement of Allocation. (c) All federal, state, local and foreign income Tax Returns of CellStar and its Subsidiaries, and Buyer, shall be filed consistently with the information set forth on the Statement of Allocation. Moreover, CellStar and Buyer further agree to timely file IRS Form 8594 (the “Asset Acquisition Statement”) in a manner that is consistent with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety (90) days after the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent Allocation. CellStar and Buyer agree to promptly provide each other with the provisions of Section 1060 of the Code any information necessary to complete such Tax Returns and the Treasury Regulations thereunder IRS Forms 8594. CellStar and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller its Subsidiaries and Buyer shall have agreed not take any position on a Purchase Price allocation and an Asset Acquisition StatementTax Return, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which tax proceeding or audit that is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Lawany information set forth on the Statement of Allocation.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller or the applicable Subsidiary will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business EmployeeEmployee in connection with the operation or conduct of the ORiNOCO Business for any tax period ending prior to or on the Closing Date, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred Employee. For Employee or NL Transferred Employee in connection with the avoidance of doubt, nothing in this paragraph is intended to modify operation or adjust conduct the substantive liability of Buyer and Seller under this Agreement ORiNOCO Business with respect to tax periods beginning the Taxes described in this paragraphday after the Closing Date. (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “"Asset Acquisition Statement”") with their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety thirty (9030) days after the Closing Date, attempt in good faith and use reasonable commercial efforts to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) for timely filing with their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation. (c) Seller agrees to transfer to Buyer any records relating to withholding and payments of income and unemployment taxes (federal, unless otherwise required state and local) and FICA taxes with respect to wages paid to Transferred Employees prior to the Closing (including, if available, Forms W-4, Employee Withholding Allowance Certificate). Buyer and Seller hereby agree that, pursuant to Revenue Procedure 96-60, Buyer agrees to provide the Transferred Employees with Forms W-2, Wage and Tax Statement, setting forth the wages paid and taxes withheld with respect to the Transferred Employees, for the calendar year in which the Closing occurs. Seller and Buyer agree to fully cooperate with respect to any filings and information necessary to effect the transactions contemplated by applicable Lawthis section, including the transfer of employment records.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary to any Business EmployeeEmployee in connection with operating the Business prior to or on the Closing Date, and (ii) Buyer will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee to any Transferred EmployeeEmployee in connection with operating the Business after the Closing Date. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraph.LUCENT TECHNOLOGIES/CELESTICA (b) Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”"ASSET ACQUISITION STATEMENT") with each of their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety thirty (9030) days after the Closing DatePurchase Price adjustment pursuant to Section 2.3(b)(iii), if any, has been agreed upon, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) of this paragraph for timely filing with each of their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Law.

Tax Reporting and Allocation of Consideration. (a) Seller and Buyer Purchaser acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary its Subsidiaries to any Business EmployeeEmployee in connection with operating the Business prior to or on the Closing Date, and (ii) Buyer Purchaser will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee Purchaser to any Transferred Employee. For Employee in connection with operating the avoidance of doubt, nothing in this paragraph is intended to modify or adjust Business after the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraphClosing Date. (b) Seller and Buyer Purchaser recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with each of their respective federal income tax returns. Accordingly, Seller and Buyer shall, no later than ninety within thirty (9030) days after of the Closing Date, Seller and Purchaser agree to attempt in good faith to (i) enter into a Purchase Price allocation agreement (a first draft of which shall be provided by Purchaser on or prior to the Closing Date) providing for the allocation of the Purchase Price among the Purchased Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder thereunder, and (ii) cooperate in the preparation of the Asset Acquisition Statement in accordance with clause (i) hereof for timely filing with each of their respective federal income tax returns; provided, however, that nothing in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on such allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed Purchaser agree on a Purchase Price allocation and an Asset Acquisition Statementallocation, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer Purchaser shall take file any tax return taking a Tax position which is inconsistent with such Purchase Price allocation, unless otherwise required by applicable Law.

Tax Reporting and Allocation of Consideration. (a) Effective as of the Closing, Seller and Buyer Purchaser acknowledge and agree that (i) Seller will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller or a Subsidiary and its Subsidiaries to any Business Employee, Employee prior to or on the Closing Date and (ii) Buyer Purchaser will be responsible for and will perform all Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer or a Buyer Designee Purchaser after the Closing Date to any Transferred Employee. For the avoidance of doubt, nothing in this paragraph is intended to modify or adjust the substantive liability of Buyer and Seller under this Agreement with respect to the Taxes described in this paragraphBusiness Employee hired by Purchaser. (b) Effective as of the Closing, Purchaser and Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “Asset Acquisition Statement”) with each of their respective federal income tax Tax returns. Accordingly, Purchaser and Seller and Buyer shall, no later than ninety (90) days after agree to file such forms consistent with the Closing Date, attempt in good faith to (i) enter into a Purchase Price allocation agreement providing for the allocation of the Purchase Price among the Purchased Assets consistent determined in accordance with the provisions of Section 1060 of the Code 2.10. Purchaser and the Treasury Regulations thereunder and (ii) Seller further agree to cooperate with each other in the preparation of the Asset Acquisition Statement in accordance with clause (i) such form for timely filing with each of their respective federal income tax Tax returns; provided, however, that nothing . Each of Seller and Purchaser further agrees to file all of its other Tax returns in this Section 5.3(b) shall be deemed to obligate either Seller or Buyer to agree on a manner consistent with such allocation and not to make any allocation or Asset Acquisition Statement. If Seller and Buyer shall have agreed on a Purchase Price allocation and an Asset Acquisition Statement, then Seller and Buyer shall file the Asset Acquisition Statement in the form so agreed and neither Seller nor Buyer shall take a any Tax position which that is inconsistent with contrary to such Purchase Price allocation, unless otherwise required to do so by applicable law and after prior written notice thereof to the other party. Seller and Purchaser further agree to consult with each other with respect to all issues related to such allocation in connection with any Tax audits, controversies or litigation. (c) In the case of any real or personal property taxes or any similar ad valorem taxes attributable to the Acquired Assets for which Taxes are reported on a Tax return covering a period commencing before the Closing Date and ending thereafter (“Straddle Period Taxes”), any such Straddle Period Taxes shall be prorated between Purchaser and Seller on a per diem basis. The party required by applicable Lawlaw to pay any such Straddle Period Taxes (the “Paying Party”) to the extent such payment exceeds the obligation of the Paying Party hereunder, shall provide the other party (the “Non-Paying Party”) with proof of payment, and within ten (10) days of receipt of such proof of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes. The party required by law to file a Tax Return with respect to Straddle Period Taxes shall do so within the time period prescribed by law.