Common use of Tax Treatment and Purchase Price Allocation Clause in Contracts

Tax Treatment and Purchase Price Allocation. (a) Within 120 days after the final determination of the Purchase Price pursuant to Section 2.2, the Purchaser will prepare and deliver to the Sellers a proposed allocation of the Purchase Price (together with other relevant amounts, including Liabilities deemed assumed for U.S. federal income tax purposes), among the Dutch Parent Company and the U.S. Parent Company (and further among the assets held by the Dutch Parent Company) based on an estimate of the fair market values of the Acquired Companies in accordance with applicable Tax Law (together, the “Estimated Allocation”). If the Sellers do not deliver within 30 days after receipt of the Estimated Allocation a written notice setting forth in reasonable detail any revisions to the Estimated Allocation proposed by the Sellers (an “Allocation Notice”), the Estimated Allocation will be deemed the “Final Allocation” for all purposes hereunder. Prior to the end of such 30-day period, the Sellers may accept the Estimated Allocation by delivering written notice to that effect to the Purchaser, in which case the Estimated Allocation will be deemed the “Final Allocation” for all purposes hereunder when such notice is given. If the Sellers deliver an Allocation Notice within such 30-day period, the Purchaser and Sellers will negotiate in good faith to resolve any dispute within 45 days after the delivery of the Estimated Allocation. If the Purchaser and the Sellers resolve all such disputes concerning the Estimated Allocation within 45 days after its delivery, the Estimated Allocation, as amended to reflect such resolution, shall become binding upon the Purchaser and the Sellers and will be the “Final Allocation.” If the Purchaser and the Sellers cannot agree on the Final Allocation within 45 days after delivery of the Estimated Allocation, all then remaining disputed items shall be submitted for resolution by an independent appraisal firm mutually selected by the Purchaser and the Sellers. The Purchaser and the Sellers shall each request that the independent appraisal firm make a final determination as to the disputed items within 30 days after such submission. The Estimated Allocation shall be amended in accordance with the findings of such independent appraisal firm, and the Estimated Allocation, as so amended, shall become binding upon the Purchaser and the Sellers and shall be the Final Allocation. The fees, costs, and expenses of the independent appraisal firm shall be borne equally by the Purchaser, on the one hand, and the Sellers, on the other hand.

Tax Treatment and Purchase Price Allocation. As required under current applicable IRS guidance, the Parties agree that for federal Tax purposes, Purchaser’s purchase of all of the outstanding membership interests of the Company shall be treated by Seller and the Purchaser as if Purchaser purchased the assets of the Company (a) Within 120 days after the final determination of “Purchased Assets”), directly from Seller. The Parties agree to allocate an amount equal to the Purchase Price pursuant to Section 2.2, the Purchaser will prepare and deliver to the Sellers a proposed allocation plus all liabilities of the Purchase Price Company that are treated for federal Tax purposes as consideration for the Purchased Assets and the Restrictive Covenants provided in Section 7.2 (together with other relevant amounts, including Liabilities deemed assumed for U.S. federal income tax purposesthe “Allocated Consideration”), among the Dutch Parent Company Purchased Assets and the U.S. Parent Company (Restrictive Covenants provided in Section 7.2 for Tax and further among the assets held by the Dutch Parent Company) based on an estimate of the fair market values of the Acquired Companies in accordance with applicable Tax Law (together, the “Estimated Allocation”). If the Sellers do not deliver within 30 days after receipt of the Estimated Allocation a written notice setting forth in reasonable detail any revisions to the Estimated Allocation proposed by the Sellers (an “Allocation Notice”), the Estimated Allocation will be deemed the “Final Allocation” for all financial reporting purposes hereunder. Prior to the end of such 30-day period, the Sellers may accept the Estimated Allocation by delivering written notice to that effect to the Purchaser, in which case the Estimated Allocation will be deemed the “Final Allocation” for all purposes hereunder when such notice is given. If the Sellers deliver an Allocation Notice within such 30-day period, the Purchaser and Sellers will negotiate in good faith to resolve any dispute within 45 days after the delivery of the Estimated Allocation. If the Purchaser and the Sellers resolve all such disputes concerning the Estimated Allocation within 45 days after its delivery, the Estimated Allocation, as amended to reflect such resolution, shall become binding upon the Purchaser and the Sellers and will be the “Final Allocation.” If the Purchaser and the Sellers cannot agree on the Final Allocation within 45 days after delivery of the Estimated Allocation, all then remaining disputed items shall be submitted for resolution by an independent appraisal firm mutually selected by the Purchaser and the Sellers. The Purchaser and the Sellers shall each request that the independent appraisal firm make a final determination as to the disputed items within 30 days after such submission. The Estimated Allocation shall be amended in accordance with the findings principles set forth on Schedule X. Notwithstanding anything in this Agreement or elsewhere to the contrary, the Purchaser hereby acknowledges and agrees that the covenants provided in Section 7.2 have a fair market value of such independent appraisal firmOne Hundred Thousand Dollars ($100,000.00) in the aggregate, and the Estimated Allocationthat Purchaser shall not allocate more than such amount to such covenants for all purposes, as so amendedincluding Taxes. Purchaser will provide Seller with a completed Form 8594 no later than 5:00 p.m., shall become binding upon the Purchaser and the Sellers and shall be the Final Allocation. The fees, costs, and expenses of the independent appraisal firm shall be borne equally by the PurchaserNew York City time, on the one handthird (3rd) month anniversary of the Closing Date, prepared in accordance with the principles of Schedule X. The Parties will not take any position on any Tax Return or in any financial reports or in any proceeding that is in any way inconsistent with this allocation and will file all Tax Returns consistent with the final Form 8594 except as required by a determination, as defined in Section 1313 of the Code, that the allocation is not consistent with Section 1060 of the Code. To the extent there is any adjustment to the Purchase Price in accordance with the terms hereof, the Parties agree to revise and amend the Forms 8594 (and any comparable forms) to allocate the adjusted Purchase Price among the Purchased Assets in accordance with the principles as set forth on Schedule X. Seller shall deliver its income Tax Returns for the period which includes the Closing Date to Purchaser at least fifteen (15) calendar days prior to their filing for Purchaser’s review, comment, and consent to the Sellers, manner in which the Allocated Consideration is reflected on the other handsuch income Tax Returns of Seller.

Tax Treatment and Purchase Price Allocation. As a result of the U.S. federal (aand, to the extent applicable, state and local) income Tax classification of the Companies as entities disregarded as separate for Tax purposes from their respective owners within the meaning of Treasury Regulations Sections 301.7701-2 and -3, the Parties agree to treat the purchase of the Purchased Equity pursuant to this Agreement as the purchase by Buyers of the assets of the Companies and an assumption by Buyers of all of the liabilities of the Companies pursuant to Section 1001 of the Code, for U.S. federal (and, to the extent applicable, state and local) income Tax purposes. No fewer than two Business Days prior to the Closing Date, Sellers’ Representative shall deliver a schedule (the “Companies Allocation Schedule”) to Buyers’ Representative that allocates the Purchase Price (and all other capitalized costs and the assumed liabilities) between the Companies in the manner set forth in Annex 11.8(i). Sellers’ Representative agrees to incorporate any reasonable written comments provided by Xxxxxx’ Representative so long as Buyers’ Representative delivers any such comments at least one Business Day prior to Closing and as the comments do not deviate from the allocation in Annex 11.8(i). The Companies Allocation Schedule will become binding on the Parties upon the first to occur of 3:00 p.m. Eastern Time on the day that is one Business Day prior to Closing if Buyers’ Representative fails to deliver written comments to Sellers’ Representative or (y) once Sellers’ Representative incorporates any comments of Buyers’ Representative provided to Sellers’ Representative pursuant to the immediately preceding sentence. Within 120 60 days after following the final determination Closing, Sellers’ Representative shall deliver to Buyers’ Representative a schedule allocating the portion of the Purchase Price (and other capitalized costs and assumed liabilities) allocated in the Companies Allocation Schedule to Terphane LLC among the assets of Terphane LLC in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or foreign Law, as appropriate) (the “Terphane LLC Allocation Schedule”). If Buyers’ Representative notifies Sellers’ Representative in writing that Buyers’ Representative objects to one or more items reflected in Terphane LLC Allocation Schedule, Sellers’ Representative and Buyers’ Representative shall negotiate in good faith to resolve such dispute; provided, however, that if Sellers’ Representative and Buyers’ Representative are unable to resolve any dispute with respect to the Terphane LLC Allocation Schedule within 30 days following the Closing Date, such dispute shall be resolved by the Accounting Firm. The fees and expenses of the Accounting Firm shall be borne equally by Sellers and Buyers. Sellers’ Representative and Buyers’ Representative shall, and shall cause their respective Affiliates to report, act and file Tax Returns (including IRS Form 8594) in all respects and for all purposes consistent with the Companies Allocation Schedule and the Terphane LLC Allocation Schedule. Buyers’ Representative shall timely and properly prepare, execute, file and deliver all documents, forms and other information that Sellers’ Representative may reasonably request to prepare the Companies Allocation Schedule and the Terphane LLC Allocation Schedule. Any adjustment to the Purchase Price pursuant to Section 2.2, 11.7 shall be allocated in a manner consistent with the Purchaser will prepare and deliver to the Sellers a proposed allocation of the Purchase Price (together with other relevant amounts, including Liabilities deemed assumed for U.S. federal income tax purposes), among the Dutch Parent Company Companies Allocation Schedule and the U.S. Parent Company (and further among the assets held by the Dutch Parent Company) based on an estimate of the fair market values of the Acquired Companies in accordance with applicable Tax Law (together, the “Estimated Allocation”). If the Sellers do not deliver within 30 days after receipt of the Estimated Terphane LLC Allocation a written notice setting forth in reasonable detail any revisions to the Estimated Allocation proposed by the Sellers (an “Allocation Notice”), the Estimated Allocation will be deemed the “Final Allocation” for all purposes hereunder. Prior to the end of such 30-day period, the Sellers may accept the Estimated Allocation by delivering written notice to that effect to the Purchaser, in which case the Estimated Allocation will be deemed the “Final Allocation” for all purposes hereunder when such notice is given. If the Sellers deliver an Allocation Notice within such 30-day period, the Purchaser and Sellers will negotiate in good faith to resolve any dispute within 45 days after the delivery of the Estimated Allocation. If the Purchaser and the Sellers resolve all such disputes concerning the Estimated Allocation within 45 days after its delivery, the Estimated AllocationSchedule, as amended applicable. Sellers’ Representative and Buyers’ Representative shall not, and shall cause their respective Affiliates not to, take any position (whether in an audit, Tax Return or otherwise) that is inconsistent with the Companies Allocation Schedule or the Terphane LLC Allocation Schedule, as applicable, unless otherwise required to reflect such resolution, shall become binding upon the Purchaser and the Sellers and will be the “Final Allocation.” If the Purchaser and the Sellers cannot agree on the Final Allocation within 45 days after delivery of the Estimated Allocation, all then remaining disputed items shall be submitted for resolution do so by an independent appraisal firm mutually selected by the Purchaser and the Sellersapplicable Law. The Purchaser and provisions of this Section 11.8(g) will survive the Sellers shall each request that the independent appraisal firm make a final determination as to the disputed items within 30 days after such submission. The Estimated Allocation shall be amended in accordance with the findings of such independent appraisal firm, and the Estimated Allocation, as so amended, shall become binding upon the Purchaser and the Sellers and shall be the Final Allocation. The fees, costs, and expenses of the independent appraisal firm shall be borne equally by the Purchaser, on the one hand, and the Sellers, on the other handClosing indefinitely.

Tax Treatment and Purchase Price Allocation. (a) Within 120 The parties to this Agreement intend that the purchase by the Buyer and sale by the Sellers contemplated hereunder shall be treated for tax purposes in a manner consistent with Revenue Ruling 99-6, Situation 2. The Buyer shall prepare and provide to the Sellers Representative within 60 days after the final determination of all adjustments to the Purchase Price pursuant to Section 2.22.4 have been completed in accordance with the terms thereof, a schedule (the Purchaser will prepare “Purchase Price Allocation Schedule”) allocating the amounts paid and deliver the liabilities assumed in connection with the transactions contemplated by this Agreement, adjusted as necessary to determine the purchase price of the Company assets Buyer is treated as purchasing hereunder for federal income tax purposes (the “Tax Allocation Purchase Price”), among such assets. The Purchase Price Allocation Schedule shall be prepared in accordance with the general principles of Section 1060 of the Code and the Treasury Regulations pursuant thereto or any successor provision. Unless the Sellers Representative objects to the Purchase Price Allocation Schedule within 30 days after receipt thereof, such Schedule shall become final. If the Sellers a proposed Representative objects to the Purchase Price Allocation Schedule within 30 days of receipt, then the Buyer and the Sellers Representative shall use commercially reasonable efforts to agree, within 30 days of the Sellers Representative’s objection to the Purchase Price Allocation Schedule, to an allocation of the Tax Allocation Purchase Price (together with other relevant amounts, including Liabilities deemed assumed among the purchased assets hereunder for U.S. federal income tax purposes), among purposes that is consistent with the Dutch Parent Company allocation methodology provided by Section 1060 of the Code and the U.S. Parent Company Treasury Regulations promulgated thereunder (and further among the assets held by the Dutch Parent Company) based on an estimate of the fair market values of the Acquired Companies in accordance with applicable Tax Law (together, the “Estimated Allocation”). If the Sellers do not deliver within 30 days after receipt of the Estimated Allocation a written notice setting forth in reasonable detail any revisions to the Estimated Allocation proposed by the Sellers (an “Allocation Notice”), the Estimated Allocation will be deemed the “Final Allocation” for all purposes hereunder. Prior to the end of such 30-day period, the Sellers may accept the Estimated Allocation by delivering written notice to that effect to the Purchaser, in which case the Estimated Allocation will be deemed the “Final Allocation” for all purposes hereunder when such notice is given. If the Sellers deliver an Allocation Notice within such 30-day period, the Purchaser and Sellers will negotiate in good faith to resolve any dispute within 45 days after the delivery of the Estimated Allocation. If the Purchaser Buyer and the Sellers resolve all such disputes concerning the Estimated Allocation within 45 days after its delivery, the Estimated Allocation, as amended to reflect such resolution, shall become binding upon the Purchaser and the Sellers and will be the “Final Allocation.” If the Purchaser and the Sellers Representative cannot agree on the Final an appropriate Allocation within 45 days after delivery of the Estimated Allocationtime period specified in the preceding sentence, all then remaining disputed items shall be submitted for resolution by an independent appraisal firm mutually selected by the Purchaser and the Sellers. The Purchaser Buyer and the Sellers shall each request that not be bound by the independent appraisal firm make a final determination as Allocation. If, however, the Allocation is agreed to by the disputed items within 30 days after such submission. The Estimated Allocation shall be amended in accordance with the findings of such independent appraisal firm, and the Estimated Allocation, as so amended, shall become binding upon the Purchaser Buyer and the Sellers Representative (including, for the avoidance of doubt, if the Sellers Representative does not object to the Purchase Price allocation Schedule delivered Buyer within the period specified in this Section 2.5), then the Buyer and the Sellers agree to report based on the Allocation and shall file all Tax Returns that are required to be the Final Allocation. The fees, costsfiled in connection with transactions contemplated by this Agreement in a manner consistent therewith, and expenses of neither the independent appraisal firm Buyer nor the Sellers shall be borne equally by the Purchasertake any position (whether in Tax proceedings, on the one handTax Returns, and the Sellers, on the other handor otherwise) that is inconsistent with such allocation statement except as may be subsequently adjusted pursuant to an audit by IRS or by court decision.