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

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 (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 (x) Seller will be responsible for and perform all tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller to any Transferred 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 Business Employee in connection with the operation of the Business after the Closing. Seller and Buyer agree to follow the Standard Procedure specified in Section 4 of Rev. Proc. 96-60, 1996-2 Cum.Bull. 399, whereby, among other things, each will be responsible for the reporting duties with respect to its own wages and compensation to employees in connection with the operation of the Business.

Tax Reporting and Allocation of Consideration. Buyer and Seller agree that 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 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 periods ending on or prior to the Closing Date or beginning prior to and ending after the Closing Date. Buyer and Seller recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the "Asset Acquisition Statement") with each of its their respective federal income tax Returns and to comply with any similar provision of foreign state or local law (the “Asset Acquisition Statement”)returns. Accordingly, Buyer and Seller agrees agree to cooperate in the preparation of the Asset Acquisition Statement for timely filing in each of its their respective federal income tax Returns and any applicable foreign state or local Return returns in accordance with a written statement (the “"Statement of Allocation”), ") prepared in accordance with Schedule 5.3 5.2 (to be attached at Closing), setting forth an allocation of the Purchase Price among the such Purchased Assets and the covenants not to compete and not to solicit contained in Section 5.8, 5.6 in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. On or before The Statement of Allocation shall be prepared by Seller. Seller shall deliver, subject to Buyer's prior review and written approval the Statement of Allocation to Buyer at the Closing, Buyer shall prepare and deliver to Seller a proposed Statement of Allocation. If Seller Buyer approves the Statement of Allocation, then, unless otherwise prohibited by law, all foreign, federal, state and local Returns income tax returns of Buyer and Seller shall be filed consistently with the allocations made pursuant to the Statement of Allocation. If Seller Buyer does not approve the Statement of Allocation, Buyer Allocation and Seller shall make good faith efforts to agree on the allocation of the consideration among the Purchased Assets and covenants. If if Buyer and Seller, after good faith negotiations, cannot agree on the allocation of the consideration within 120 days following among the Closing DatePurchased Assets and covenants, then no Statement of Allocation shall be prepared, and each party shall prepare and file its Returns tax returns in accordance with its own allocations. Seller and Buyer acknowledge and agree that (x) Seller will be responsible for and perform all tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller to any Transferred 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 Business Employee employee in connection with the operation of the Business after the Closing. Seller and Buyer agree to follow the Standard Procedure specified in Section 4 of Rev. Proc. 96-60, 1996-2 Cum.Bull. 399, whereby, among other things, each will be responsible for the reporting duties with respect to its own wages and compensation to employees in connection with the operation of the Business.

Tax Reporting and Allocation of Consideration. Buyer Buyer, Parent and Seller 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 (the "Asset Acquisition Statement") with each of its their respective federal income tax Returns and to comply with any similar provision of foreign state or local law (the “Asset Acquisition Statement”)returns. Accordingly, Buyer Buyer, Parent and Seller agrees Sellers agree to cooperate in the preparation of the Asset Acquisition Statement for timely filing in each of its their respective federal income tax Returns and any applicable foreign state or local Return returns 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 consideration paid for the Purchased Assets and the covenants not to compete and not to solicit contained in Section 5.8, among such Purchased Assets in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. On or before The Statement of Allocation shall be prepared by Buyer. Buyer shall deliver an estimated Statement of Allocation to Parent at the Closing, . Buyer shall prepare and deliver to Seller Parent a proposed 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. If Seller approves the Statement of Allocation, then, unless Unless otherwise prohibited by law, all foreign, federal, state and local Returns of Buyer Buyer, Parent and Seller Sellers shall be filed consistently with the allocations made pursuant to the Final Statement of Allocation. If Seller does not approve the Statement of AllocationSellers, 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 Parent and Buyer acknowledge and agree that (xi) Seller Sellers and Parent will be responsible for and perform all tax Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller Sellers to any Transferred Employee in connection with the operation of the Business prior to or on the ClosingClosing Date; and (yii) Buyer will be responsible for and perform all tax Tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer to any Business Employee employee, including Transferred Employees, in connection with the operation of the Business after the ClosingClosing Date. Seller Sellers, Parent and Buyer agree to follow the Standard Procedure specified in Section 4 of Rev. Proc. 96-60, 1996-2 Cum.Bull. C.B. 399, whereby, among other things, each will be responsible for the reporting duties with respect to its own wages and compensation to employees in connection with the operation of the Businessbusiness.

Tax Reporting and Allocation of Consideration. Buyer Purchaser and Seller recognize their mutual obligations pursuant agree to Section 1060 take all steps necessary so that the Transaction shall be treated as a purchase of the Code to timely file IRS Form 8594 with each of its federal income tax Returns Contributed Assets, the Subsidiary Interests and to comply with any similar provision of foreign state or local law (the “Asset Acquisition Statement”)Business Intellectual Property under the Code. Accordingly, Buyer Purchaser and Seller agrees to cooperate in the preparation of the Asset Acquisition Statement allocation statement of the Purchase Price for timely filing in each of its federal income tax Tax Returns and any applicable foreign state or local Tax Return in accordance with a written statement (the “Statement of Allocation”), prepared in accordance with Schedule 5.3 (to be attached at Closing)prepared, setting forth an allocation of the Purchase Price among the Purchased Assets Contributed Assets, the Subsidiary Interests, the Business Intellectual Property and the covenants not to compete and not to solicit contained in Section 5.810.3, in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. On or before the Within 60 days after Closing, Buyer Purchaser 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 Tax Returns of Buyer Purchaser 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 Purchaser and Seller shall make good faith efforts to agree on the allocation of the consideration among the Purchased Assets Contributed Assets, the Subsidiary Interests, the Business Intellectual Property, and covenantsthe covenants not to compete. If Buyer Purchaser and Seller, after good faith negotiations, cannot agree on the allocation of the consideration within 120 60 days following the Closing Date, then no delivery of the Statement of Allocation by Purchaser, then the parties shall submit the dispute to an Auditor and the dispute 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 (x) Seller will be responsible for and perform all tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller to any Transferred Employee in connection with the operation of the Business prior resolved pursuant 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 Business Employee in connection with the operation of the Business after the Closing. Seller and Buyer agree to follow the Standard Procedure specified in Section 4 of Rev. Proc. 96-60, 1996-2 Cum.Bull. 399, whereby, among other things, each will be responsible for the reporting duties with respect to its own wages and compensation to employees in connection with the operation of the Business.procedures set forth in

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 (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)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. On or before the 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 120 one hundred and twenty (120) days following the Closing Date, then no delivery of the Statement of Allocation shall be prepared, and by Buyer each party shall prepare and file its Returns in accordance with its own allocations. Seller and Buyer acknowledge and agree that (x) Seller will be responsible for and perform all tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller to any Transferred 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 Business Employee in connection with the operation of the Business after the Closing. Seller and Buyer agree to follow the Standard Procedure specified in Section 4 of Rev. Proc. 96-60, 1996-2 Cum.Bull. 399, whereby, among other things, each will be responsible for the reporting duties with respect to its own wages and compensation to employees in connection with the operation of the Business.

Tax Reporting and Allocation of Consideration. Buyer Buyers and Seller Sellers recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 with each of its their respective federal income tax Returns returns and to comply with any similar provision of foreign state or local law (the “"Asset Acquisition Statement”"). Accordingly, Buyer Buyers and Seller agrees Sellers agree to cooperate in the preparation of the Asset Acquisition Statement for timely filing in each of its their respective federal income tax Returns returns and any applicable foreign state or local Return tax return in accordance with a written statement (the “"Statement of Allocation”), ") prepared in accordance with Schedule 5.3 (to be attached at Closing), the Side Letter and setting forth an allocation of the Purchase Price among the Purchased Assets, the German Assets and the Ecusta Stock, and the covenants not to compete and not to solicit contained in Section 5.8, 5.10 in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. On or before the Closing, Buyer Buyers shall prepare and deliver to Seller Glatfelter a proposed Statement of Allocation. If Seller Glatfelter approves the Statement of Allocation, then, unless otherwise prohibited by law, all foreign, federal, state and local Returns income tax returns of Buyer Buyers and Seller Sellers shall be filed consistently with the allocations made pursuant to the Statement of Allocation. If Seller Glatfelter does not approve the Statement of Allocation, Buyer Buyers and Seller Glatfelter shall make good faith efforts to agree on the allocation of the consideration among the Purchased Assets Assets, the German Assets, the Ecusta Stock and the covenants. If Buyer Buyers and SellerGlatfelter, 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 tax returns in accordance with its own allocations. Seller Sellers and Buyer Buyers acknowledge and agree that (x) Seller Sellers will be responsible for and perform all tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Seller Sellers to any Transferred Business Employee in connection with the operation of the Business prior to the Closing; and (y) Buyer Buyers will be responsible for and perform all tax withholding, payment and reporting duties with respect to any wages and other compensation paid by Buyer Buyers to any Business Employee in connection with the operation of the Business after the Closing. Seller Sellers and Buyer Buyers agree to follow the Standard Procedure specified in Section 4 of Rev. Proc. 96-60, 1996-2 Cum.Bull. 399, whereby, among other things, each will be responsible for the reporting duties with respect to its own wages and compensation to employees in connection with the operation of the Business.