Common use of Tax Treatment and Allocation Clause in Contracts

Tax Treatment and Allocation. Alleghany and HTI Acquisition agree to treat the Merger as a sale of the assets of the Company and Heads & Threads (PA) (other than the Transferred Assets) for all Tax purposes, Alleghany intends to treat such sale as followed by the deemed distribution to Alleghany of the Transferred Assets and the assumption by Alleghany of the Transferred Liabilities in a completed liquidation of the Company pursuant to Section 332 of the Code, and Alleghany and HTI Acquisition agree not to take any contrary position (whether in audits, Tax Returns, or otherwise) unless required to do so pursuant to a final determination within the meaning of Section 1313 of the Code. HTI Acquisition shall prepare and deliver to Alleghany an allocation of the Unadjusted Merger Consideration, as adjusted pursuant to Section 3.2(E) (the "Merger Consideration"), any assumed liabilities of the Company, and all other capitalized costs, among the assets of the Company and the Company Subsidiaries in accordance with their respective fair market values pursuant to Section 1060 of the Code and the Regulations promulgated thereunder, no later than ninety (90) days after the determination of the Revised Amount pursuant to Section 3.2(G), or, if HTI Acquisition does not disagree with the Closing Date Balance Sheet pursuant to Section 3.2(G), no later than ninety (90) days after the delivery of the Closing Date Balance Sheet as provided in Section 3.2(A) (the "Allocation"). The parties hereto agree to consult in good faith regarding the Allocation, and HTI Acquisition shall make such changes to the Allocation as are reasonably requested by Alleghany; provided that Alleghany will accept HTI Acquisition's determination of the Allocation provided such determination is reasonable and consistent with applicable law. The parties shall report the sale and purchase of the assets of the Company and Heads & Threads (PA) (other than the Transferred Assets) on all Tax Returns (including, without limitation, Internal Revenue Service Form 8594) in a manner consistent with the Allocation as finally determined, unless required to do otherwise pursuant to a final determination within the meaning of Section 1313 of the Code. The parties agree to consult with one another with respect to any Tax audit, controversy or litigation relating to the Allocation.

Tax Treatment and Allocation. Alleghany and HTI Acquisition The Parties agree to treat that by reason of the Merger status of the BR-NV immediately before the Closing as an entity disregarded as separate from Parent within the meaning of Treasury Regulations Section 301.7701-3(b)(1)(ii), Buyer’s acquisition of the Purchased Interest under this Agreement shall be treated for federal income Tax purposes as a sale purchase by the Buyer of an undivided interest in 60% the assets owned by BR-NV as of the assets of Closing Date (the Company and Heads & Threads (PA“Purchased Assets”) (other than the Transferred Assets) for all Tax purposes, Alleghany intends to treat such sale as followed by the deemed distribution to Alleghany of the Transferred Assets and the assumption by Alleghany of the Transferred Liabilities in a completed liquidation of the Company pursuant to Section 332 of the Code, and Alleghany and HTI Acquisition agree not to take any contrary position (whether in audits, Tax Returns, or otherwise) unless required to do so pursuant to a final determination that is an “applicable asset acquisition” within the meaning of Section 1313 1060 of the Code, consistent with Situation 1 of Revenue Ruling 99-5. Accordingly, the Parties agree that the consideration deemed paid by Buyer for the Purchased Assets is the sum of the Acquisition Price (as it may be adjusted and before deduction for Transaction Expenses), the liabilities of BR-NV as of the Effective Time allocable to the Purchased Interest and any other items properly includible in the amount realized by Parent for federal income tax purposes in respect of the deemed sale of the Purchased Assets to Buyer (collectively, such sum, the “Total Tax Consideration”) The Total Tax Consideration will be allocated among the assets of BR-NV deemed purchased by Buyer in accordance with the requirements of Section 1060 of the Code. HTI Acquisition shall prepare and deliver to Alleghany an The allocation of the Unadjusted Merger Consideration, as adjusted pursuant to Section 3.2(E) (the "Merger Consideration"), any assumed liabilities of the Company, and all other capitalized costs, Total Tax Consideration among the assets of the Company and the Company Subsidiaries in accordance with their respective fair market values pursuant to Section 1060 of the Code and the Regulations promulgated thereunder, no later than ninety (90) days after the determination of the Revised Amount pursuant to Section 3.2(G), or, if HTI Acquisition does not disagree with the Closing Date Balance Sheet pursuant to Section 3.2(G), no later than ninety (90) days after the delivery of the Closing Date Balance Sheet as provided in Section 3.2(A) (the "Allocation"). The parties hereto agree to consult in good faith regarding the Allocation, and HTI Acquisition Assets shall make such changes to the Allocation as are reasonably requested by Alleghany; provided that Alleghany will accept HTI Acquisition's determination of the Allocation provided such determination is reasonable and consistent with applicable law. The parties shall report the sale and purchase of the assets of the Company and Heads & Threads (PA) (other than the Transferred Assets) on all Tax Returns (including, without limitation, Internal Revenue Service Form 8594) be made in a manner consistent with the Allocation fair market values of such of the Purchased Assets as are agreed between Buyer and Parent, and the fair market values of any of the Assets that the Parties agree to use in making such allocation and/or the method to be used in determining such fair market value, if and to the extent mutually agreed upon between Buyer and Parent prior to the Closing shall be set forth on Schedule 7.6(h). Within 30 days after the Closing Statement is finalized pursuant to Section 3.6(b), Buyer will deliver to Parent a draft of such allocation for Parent’s review, along with the IRS Form 8594 proposed to be filed by Buyer with its federal income tax return for its taxable year including the Closing Date. Within 15 days thereafter, Parent will deliver to Buyer either a notice accepting the allocation prepared by Buyer or a statement setting forth in reasonable detail any objections thereto and the basis for such objections. If Parent timely delivers an objection notice, Parent and Buyer will use good faith efforts to resolve such objections. If they are unable to mutually agree on the allocation, the unresolved objections shall be resolved by submission of the unresolved objections to an accounting firm or appraiser mutually acceptable to Buyer and Parent under procedures analogous to those specified in Section 3.6(b). No Party or any Affiliate of any Party will take a position on any Tax Return, before any Taxing Authority or in any Tax Proceeding that is inconsistent with the allocation, as finally determineddetermined under this Section 7.6(i), unless required to do otherwise pursuant to a final determination within without the meaning of Section 1313 prior written consent of the Code. The parties agree to consult with one another with respect to other Parties provided however, that if in any audit of any Tax Return of a Party by a Taxing Authority, the amount of or allocation of the Total Tax Consideration is finally determined by such Taxing Authority to be different from the finally agreed allocation, the Parties and their Affiliates may (but shall not be obligated to) take any position or action consistent with the allocation of the Total Tax Consideration as finally determined in such audit. If any Taxing Authority disputes the amount of or allocation of the Total Tax Consideration among the Assets as reflected by any Party or their Affiliates on their respective Tax Returns, controversy the Buyer or litigation relating to Parent, as the Allocationcase may be, shall promptly notify the other of the existence and nature of such dispute, and any resolution thereof.

Tax Treatment and Allocation. Alleghany and HTI Acquisition The Parties agree to treat that the Merger transactions contemplated by this Agreement will be treated for U.S. federal Income Tax purposes as a sale by Sellers of the Target Interests and an acquisition by Buyer of all of the assets of the Company and Heads & Threads (PA) (other than the Transferred Assets) for all Tax purposes, Alleghany intends to treat such sale as followed by the deemed distribution to Alleghany of the Transferred Assets and the assumption by Alleghany of the Transferred Liabilities in a completed liquidation of the Company pursuant to Section 332 of the Codetransaction described in Revenue Ruling 99-6, and Alleghany and HTI Acquisition agree not to take any contrary position (whether in audits1999-1 C.B. 432, Tax Returns, or otherwise) unless required to do so pursuant to a final determination within the meaning of Section 1313 of the CodeSituation 2. HTI Acquisition Buyer shall prepare and deliver to Alleghany an allocation of the Unadjusted Merger Consideration, Purchase Price (as adjusted pursuant to Section 3.2(Edetermined for U.S. federal Income Tax purposes) (the "Merger Consideration"), any assumed liabilities of the Company, and all other capitalized costs, among the assets of the Company and the Company Subsidiaries in accordance with their respective fair market values pursuant to Section 1060 of the Code and the Regulations Treasury regulations promulgated thereunderthereunder and, to the extent permitted by applicable Law, in a manner consistent with the Allocated Values (the “Allocation”) no later than ninety sixty (9060) days after the determination of the Revised Amount pursuant Final Purchase Price. Seller shall notify Buyer in writing within fifteen (15) days of receipt of the Allocation of any comments or objections to Section 3.2(G), or, if HTI Acquisition the Allocation. If Seller does not disagree with deliver any written notice of objection to the Closing Date Balance Sheet pursuant Allocation within such fifteen (15) day period, Seller shall be deemed to Section 3.2(G), no later than ninety (90) days after the delivery of the Closing Date Balance Sheet as provided in Section 3.2(A) (the "Allocation"). The parties hereto agree have agreed to consult in good faith regarding the Allocation, and HTI Acquisition shall make such changes to the Allocation shall be final, conclusive, and binding on the Parties. If Seller timely delivers a written notice of objection, the Parties will negotiate in good faith for a period of twenty (20) days to resolve such dispute. If, during such period, the Parties resolve their differences in writing as to any disputed amount, such resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Allocation. To the extent the Parties reach or are reasonably requested by Alleghany; provided that Alleghany will accept HTI Acquisition's determination deemed to reach agreement on components of the Allocation provided such determination is reasonable pursuant to the foregoing provisions of this Section 7.13(g), the Parties shall, and consistent shall cause their Affiliates to, report consistently with applicable law. The parties shall report the sale and purchase agreed components of the assets Allocation in all Tax Returns, including IRS Form 8594, and no Party shall take any Tax position (including in any Tax Return and in any Tax examination, audit, claim or similar Proceeding) that is inconsistent with the agreed components of the Company and Heads & Threads (PA) (other than the Transferred Assets) on all Tax Returns (includingAllocation, without limitation, Internal Revenue Service Form 8594) in a manner consistent with the Allocation as finally determinedeach case, unless required to do otherwise pursuant to so by a final determination within the meaning of as defined in Section 1313 of the Code. The parties agree Code (or any similar provision of applicable state, local, or foreign law) or with the other Party’s prior written consent; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to consult with one another with respect to negotiate, compromise, or settle any Tax examination, audit, controversy claim or litigation relating similar Proceedings in connection with the agreed Allocation. To the extent the Parties do not and are not deemed to reach agreement on a component of the Allocation pursuant to this Section 7.13(g), each Party shall be entitled to adopt their own position regarding such unagreed component of the Allocation, provided that such position shall, to the Allocationextent permitted by applicable Law, be consistent with the Allocated Values.

Tax Treatment and Allocation. Alleghany and HTI Acquisition The parties agree to treat the Merger Transactions for U.S. federal income tax purposes as (1) a formation of the Seller as a sale tax partnership upon the effectiveness of the assets Interest Disposition; (2) a taxable sale by the Seller of the Company and Heads & Threads (PA) (other than the Transferred Assets) for all Tax purposes, Alleghany intends to treat such sale as followed by the deemed distribution to Alleghany appropriate portion of the Transferred Acquired Assets and the assumption by Alleghany appropriate portion of the Transferred Assumed Liabilities in a completed liquidation to the tax-regarded owner of the Company Purchaser in exchange for cash; (3) a contribution by the tax-regarded owner of the Purchaser of the appropriate portion of the Acquired Assets and the appropriate portion of the Assumed Liabilities (acquired pursuant to Section 332 the foregoing clause) to the Purchaser in exchange for equity interests in the Purchaser, together with a contribution by the Company of the Coderemaining Acquired Assets and remaining Assumed Liabilities to Purchaser in exchange for the Rollover Units, and Alleghany and HTI Acquisition agree not to take any contrary position (whether with such contributions collectively in audits, Tax Returns, or otherwise) unless required to do so pursuant to a final determination within the meaning of Section 1313 formation of the Code. HTI Acquisition shall prepare Purchaser as a new tax partnership under Code Section 721; and deliver to Alleghany an allocation (4) a termination of the Unadjusted Merger Consideration, Seller as adjusted pursuant to Section 3.2(E) (the "Merger Consideration"), any assumed liabilities a tax partnership upon deemed distribution of the CompanyRollover Units to the Alpine Owner by the Seller and payment of a percentage of the Closing Purchase Price to the Donee Owner in full redemption of the Donee Owner from the Seller tax partnership effective on or immediately after the Closing Date. The parties agree to report, act and file Tax Returns for U.S. federal income tax purposes and all other capitalized costs, tax purposes consistent with such treatment. The total amount of the Closing Purchase Price and the Assumed Liabilities shall be allocated among the assets of the Company and the Company Subsidiaries in accordance with their respective fair market values pursuant to Section 1060 of the Code and the Regulations promulgated thereunder, no later than ninety (90) days after the determination of the Revised Amount pursuant to Section 3.2(G), or, if HTI Acquisition does not disagree with the Closing Date Balance Sheet pursuant to Section 3.2(G), no later than ninety (90) days after the delivery of the Closing Date Balance Sheet as provided in Section 3.2(A) (the "Allocation"). The parties hereto agree to consult in good faith regarding the Allocation, and HTI Acquisition shall make such changes to the Allocation as are reasonably requested by Alleghany; provided that Alleghany will accept HTI Acquisition's determination of the Allocation provided such determination is reasonable and consistent with applicable law. The parties shall report the sale and purchase of the assets of the Company and Heads & Threads (PA) (other than the Transferred Assets) on all Tax Returns (including, without limitation, Internal Revenue Service Form 8594) Seller for tax purposes in a manner consistent with the Allocation as finally determined, unless required to do otherwise pursuant to a final determination within the meaning of Section 1313 of the CodeTax Allocation. The parties agree that the Tax Allocation will be arrived at by arm’s length negotiation and in the judgment of the parties will properly reflect the fair market value of such assets. It is agreed that the allocations under this Section 1.8 will be binding on all parties for federal, state, local and other tax purposes and will be consistently reflected by each party on such party’s Tax Returns. An election pursuant to consult with one another Section 754 of the Code will be effected on any applicable Tax Returns filed on or after the Closing Date with respect to any Tax audit, controversy or litigation relating to the AllocationSeller.