Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. (a) The Parties agree that the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the assets of the Company. On or prior to Closing, Seller shall provide to Buyer a schedule setting forth a proposal for an allocation of a portion of the Purchase Price (including any assumed liabilities) among the classes of Company Assets on IRS Form 8594 in accordance with Section 1060 of the Code and the U.S. Treasury Regulations promulgated thereunder (the “Allocation”). If within thirty (30) days after Closing, Buyer notifies Seller in writing that Buyer objects to the allocation set forth in the Allocation, identifying in such writing Buyer’s detailed objections, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within fifteen (15) days thereafter. In the event that Buyer and Seller are unable to resolve such dispute within such fifteen (15) days, Buyer and Seller shall submit such disputed items for resolution to a mutually agreed internationally recognized national investment banking or accounting firm (“Resolution Firm”); which shall, within thirty (30) days after submission, report to Buyer and Seller its determination on such disputed allocations. The allocations determined by the Resolution Firm shall be conclusive and binding upon Buyer and Seller. Each of Buyer and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses of the Resolution Firm relating to the disputed allocations shall be borne equally by Buyer and Seller.

Purchase Price Allocation. Within 30 days after the date hereof, Buyer shall deliver to Seller a statement (athe “Allocation Statement”) The Parties agree that allocating the transactions contemplated hereby will be Closing Consideration, any Assumed Indebtedness (if treated as part of the purchase price for federal income Tax purposes as a purchase purposes), and sale of other consideration, if any, among the assets of the Company. On or prior to Closing, Seller shall provide to Buyer a schedule setting forth a proposal for an allocation of a portion of the Purchase Price (including any assumed liabilities) among the classes of Company Assets on IRS Form 8594 and its Subsidiaries in accordance with Section 1060 of the Code and the U.S. Treasury Regulations promulgated thereunder (under Code Section 1060. Seller shall have the “Allocation”)right to review the Allocation Statement. If within thirty (30) 30 days after Closingreceipt of the Allocation Statement, Seller notifies Buyer notifies Seller in writing that Buyer it objects to the allocation set forth of one or more items reflected in the AllocationAllocation Statement, identifying Seller and Buyer shall negotiate in good faith to resolve such writing Buyer’s detailed objections, dispute. If Seller and Buyer and Seller shall use commercially reasonable efforts fail to resolve such dispute within fifteen (15) days thereafter. In 30 days, the event that Buyer and Seller are unable matter shall be submitted to the Independent Accountants to resolve such dispute within such fifteen (15) daysthe dispute, Buyer and Seller the Independent Accountants shall submit such disputed items for resolution appropriately revise the Allocation Statement to a mutually agreed internationally recognized national investment banking or accounting firm (“Resolution Firm”); which shall, within thirty (30) days after submission, report to Buyer and Seller reflect its determination on such of the appropriate allocation. If Seller do not respond within the foregoing 30 day period, or upon resolution of the disputed allocations. The allocations determined matter by the Resolution Firm Independent Accountants, the allocation reflected on the Allocation Statement (as such may have been adjusted) shall be conclusive and the “Price Allocation” that shall be binding upon Seller, the Company, and Buyer. Seller, the Company and Buyer and Seller. Each of Buyer and Seller shall bear all fees and costs incurred by it agree to act in connection accordance with the disputed allocations, except that Price Allocation in the preparation and filing of any Tax Return and in all costs and expenses of the Resolution Firm communications with any Governmental Authority relating to the disputed allocations shall be borne equally by Buyer and SellerTaxes.

Purchase Price Allocation. (a) The Parties agree that Purchase Price shall be allocated in accordance with Schedule 2.02. As soon as practicable after the transactions contemplated hereby will be treated for federal income Tax purposes as Closing Date (but no later than 90 days after the Closing Date), Buyer shall deliver to Seller a purchase and sale of statement allocating the assets of the Company. On or prior to Closing, Seller shall provide to Buyer a schedule setting forth a proposal for an allocation of a portion of the Purchase Price (including any plus assumed liabilities, to the extent properly taken into account under Section 1060 of the Code) that is allocated to the ADS Shares pursuant to Schedule 2.02 among the classes of Company Assets on IRS Form 8594 ADS’s assets in accordance with Section 1060 of the Code and the U.S. Treasury Regulations promulgated thereunder (the “AllocationADS Allocation Statement”). If If, within thirty (30) 20 days after Closingthe delivery of the ADS Allocation Statement, Seller notifies Buyer notifies Seller in writing that Buyer Seller objects to the allocation set forth in the Allocation, identifying in such writing Buyer’s detailed objectionsADS Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within fifteen (15) days thereafter20 days. In the event that If Buyer and Seller are unable to resolve such dispute within such fifteen (15) 20 days, Buyer and Seller shall submit jointly retain Ernst & Young LLP (or, if such disputed items for resolution firm shall decline or is unable to act, or has a mutually agreed internationally material relationship with Buyer or Seller or their respective Affiliates or other material conflicts, another nationally recognized national investment banking or independent accounting firm mutually acceptable to Seller and Buyer) (the “Resolution FirmAccounting Referee”); which shall) to resolve the disputed items. Upon resolution of the disputed items, within thirty (30) days after submission, report the allocation reflected on the ADS Allocation Statement shall be adjusted to Buyer and Seller its determination on reflect such disputed allocationsresolution. The allocations determined by the Resolution Firm shall be conclusive and binding upon Buyer and Seller. Each of Buyer and Seller shall bear all costs, fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses of the Resolution Firm relating to the disputed allocations Accounting Referee shall be borne equally proportionately by Buyer and Seller based on the extent to which Buyer’s and Seller’s respective allocations differ from the allocation reflected on the final ADS Allocation Statement.

Purchase Price Allocation. As soon as practicable after the Closing, Buyer shall deliver to Sellers a statement setting forth the allocation (athe “Allocation”) The Parties agree that of the transactions contemplated hereby will be Purchase Price (including, for this purpose, liabilities of the Company treated as assumed by Buyer for U.S. federal income Tax purposes as a purchase and sale of purposes) among the assets of the Company. On or prior to Closing, Seller shall provide to Buyer a schedule setting forth a proposal for an allocation of a portion of the Purchase Price (including any assumed liabilities) among the classes of Company Assets on IRS Form 8594 in accordance with the provisions of Section 1060 of the Code and the U.S. Treasury Regulations promulgated thereunder (the “Allocation”and any similar provisions of state, local or foreign Law). If If, within thirty twenty (3020) days after Closingthe delivery of the initial Allocation, the Sellers notify Buyer notifies Seller in writing that Buyer objects the Sellers object to the allocation set forth in the initial Allocation, identifying in such writing Buyer’s detailed objections, Buyer and Seller the Sellers shall use commercially reasonable efforts to resolve such dispute within fifteen twenty (1520) days thereafterdays. In the event that Buyer and Seller the Sellers are unable to resolve such dispute within such fifteen twenty (1520) days, Buyer and Seller the Sellers shall submit jointly retain the Independent Accountant to resolve the disputed item. Upon resolution of the disputed items, the Allocation shall be adjusted to reflect such disputed items for resolution to a mutually agreed internationally recognized national investment banking or accounting firm (“Resolution Firm”); which shall, within thirty (30) days after submission, report to Buyer and Seller its determination on such disputed allocationsresolution. The allocations determined by the Resolution Firm shall be conclusive and binding upon Buyer and Seller. Each of Buyer and Seller shall bear all costs, fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses of the Resolution Firm relating to the disputed allocations Independent Accountant shall be borne equally by Buyer and Sellerthe Sellers. Buyer and the Sellers shall prepare and file all Tax Returns in a manner consistent with the Allocation and shall not take any position inconsistent with the Allocation except as may be required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law).

Purchase Price Allocation. (a) The Parties agree that Buyer will prepare and deliver to Seller, within sixty (60) days after the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the assets of the Company. On or prior to ClosingClosing Date, Seller shall provide to Buyer a schedule setting forth a proposal for an allocation of a portion of the Purchase Price (as finally adjusted pursuant to this Agreement, and including any assumed liabilitiesAssumed Liabilities treated as consideration for the Purchased Assets and the Equity Interests for Tax purposes) first among the classes of Company Purchased Assets on IRS Form 8594 and the Equity Interests, then, the amount allocated to the Purchased Assets shall be further allocated among such Purchased Assets (the “Allocations”). In each case, the aforementioned Allocations shall be prepared in accordance with Section 1060 of the Code and Code. The Allocations shall be deemed final unless Seller notifies Buyer in writing (such written notice, an “Objection Notice”) that Seller objects to one or more items reflected in the U.S. Treasury Regulations promulgated thereunder Allocations within twenty (20) days after delivery of the Allocations to Seller (the “AllocationReview Period”). If In the event of any such objection, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and buyer are unable to resolve any dispute with respect to the Allocations within thirty (30) days after Closingdeliver of the Allocations to Seller, Buyer notifies Seller in writing that Buyer objects to the allocation such dispute shall be resolved as set forth on Sections 7.05(b) and 7.05(c). Seller and Buyer agree to file their respective IRS Forms 8594 and all federal, state, and local Tax Returns in accordance with the Allocation, identifying in such writing Buyer’s detailed objections, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within fifteen (15) days thereafter. In the event that Buyer and Seller are unable to resolve such dispute within such fifteen (15) days, Buyer and Seller shall submit such disputed items for resolution to a mutually agreed internationally recognized national investment banking or accounting firm (“Resolution Firm”); which shall, within thirty (30) days after submission, report to Buyer and Seller its determination on such disputed allocations. The allocations determined by the Resolution Firm shall be conclusive and binding upon Buyer and Seller. Each of Buyer and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses of the Resolution Firm relating to the disputed allocations shall be borne equally by Buyer and Seller.

Purchase Price Allocation. (a) The Parties agree that the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase Buyer and sale of the assets of the Company. On or prior to Closing, Seller shall provide use reasonable commercial efforts to Buyer agree to a schedule setting forth a proposal for an preliminary allocation of a portion of the Purchase Price (including any assumed liabilitiesthe “Preliminary Allocation”) among the classes of Company Assets on IRS Form 8594 Acquired Companies and Subsidiaries and their related assets at or prior to Closing in accordance with Code section 1060 and the applicable Treasury Regulations. Within fifteen (15) days of determination of any adjustment pursuant to Section 1060 2.03, Buyer shall deliver to Seller a proposed final allocation of the Code purchase price among the Acquired Companies and Subsidiaries and their related assets for the U.S. Treasury Regulations promulgated thereunder purposes of financial and tax reporting (the “Final Allocation”). It is agreed that the Final Allocation will be adjusted from the Preliminary Allocation only for the adjustments related to each specific Acquired Company and Subsidiary. Seller shall within fifteen (15) days after receipt of such allocation give written notice to Buyer of its agreement or disagreement with such allocation. If Seller objects to Buyer’s allocation, Seller shall give Buyer written notice of the objections and Seller and Buyer shall use reasonable efforts to resolve the differences. If within thirty (30) days after Closingthe date on which Seller has given Buyer notice of its objections, Buyer notifies Seller in writing that Buyer objects the parties have not adopted the allocation, any dispute related thereto shall be referred to the allocation set forth in the Allocation, identifying in such writing Buyer’s detailed objections, Buyer Accounting Referee and Seller shall use commercially reasonable efforts to resolve such dispute within fifteen (15) days thereafter. In the event that Buyer and Seller are unable to resolve such dispute within such fifteen (15) days, Buyer and Seller shall submit such disputed items for resolution to a mutually agreed internationally recognized national investment banking or accounting firm (“Resolution Firm”); which shall, within resolved thirty (30) days after submission, report to Buyer and Seller its determination on such disputed allocationsreferral. The allocations determined by the Resolution Firm Accounting Referee’s determination shall be conclusive and binding upon Buyer and Seller. Each of Buyer The costs, expenses, and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses of the Resolution Firm relating to the disputed allocations Accounting Referee shall be borne equally by Buyer and Sellerthe parties. The resulting allocation, whether or not objected to by Seller or as determined by the Accounting Referee, is referred to as the “Allocation Agreement”.

Purchase Price Allocation. (a) The Parties agree that the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the assets of the Company. On or prior to Closing, Seller shall provide to Buyer a schedule setting forth a proposal for an allocation of a portion of the Purchase Price (including any assumed liabilities) among the classes of Company Assets on IRS Form 8594 in accordance with Section 1060 of the Code and the U.S. Treasury Regulations promulgated thereunder (the “Allocation”). If within thirty (30) days after Closing, Buyer Xxxxx notifies Seller in writing that Buyer objects to the allocation set forth in the Allocation, identifying in such writing Buyer’s detailed objections, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within fifteen (15) days thereafter. In the event that Buyer Xxxxx and Seller are unable to resolve such dispute within such fifteen (15) days, Buyer and Seller shall submit such disputed items for resolution to a mutually agreed internationally recognized national investment banking or accounting firm (“Resolution Firm”); which shall, within thirty (30) days after submission, report to Buyer and Seller its determination on such disputed allocations. The allocations determined by the Resolution Firm shall be conclusive and binding upon Buyer and Seller. Each of Buyer and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses of the Resolution Firm relating to the disputed allocations shall be borne equally by Buyer Xxxxx and Seller.

Purchase Price Allocation. The Buyer shall prepare, or cause to be prepared, a statement (athe “Allocation Statement”) The Parties agree that allocating the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the assets of the Company. On or prior to Closing, Seller shall provide to Buyer a schedule setting forth a proposal for an allocation of a portion of consideration (including the Purchase Price (including and the amount of the Assumed Liabilities) and any assumed liabilities) other items that are treated as additional purchase price for Tax purposes, among the classes of Company Purchased Assets on IRS Form 8594 in accordance with Section Code § 1060 and applicable Treasury Regulations thereunder (and any similar provision of state, local, or non-U.S. law, as appropriate). The Buyer shall deliver the Allocation Statement to the Seller within forty-five (45) days after the Closing Date. Within fifteen (15) days of delivery of the Code and Allocation Statement, the U.S. Treasury Regulations promulgated thereunder (Seller shall notify the “Allocation”)Buyer of any proposed changes to the Allocation Statement. If The parties shall attempt in good faith to agree to the Allocation Statement, but if the parties cannot agree on the Allocation Statement within thirty (30) days after Closingsuch Seller notification, Buyer notifies the dispute shall be resolved by a Tax Arbitrator within forty-five (45) days. The finally determined *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION 41 Allocation Statement shall be binding upon the Seller in writing that Buyer objects to and the allocation set forth in the Allocation, identifying in such writing Buyer’s detailed objections, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within fifteen (15) days thereafter. In the event that Buyer and Seller are unable to resolve such dispute within such fifteen (15) days, Buyer and Seller shall submit such disputed items for resolution to a mutually agreed internationally recognized national investment banking or accounting firm (“Resolution Firm”); which shall, within thirty (30) days after submission, report to Buyer and Seller its determination on such disputed allocations. The allocations determined by the Resolution Firm shall be conclusive and binding upon Buyer and Seller. Each case of Buyer and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses of the Resolution Firm relating any adjustments to the disputed allocations shall consideration, the Allocation Statement will be borne equally by Buyer and Selleradjusted accordingly.

Purchase Price Allocation. (a) The Parties parties hereto agree that that, for all Tax purposes, the transactions contemplated hereby will Purchase Price shall be treated for federal income Tax purposes as a purchase allocated among the Class A Units, the Incentive Units, and sale the Blocker Shares sold by each Offshore Seller pro rata in accordance with the aggregate Pro Rata Portions of the assets Sellers of the CompanyClass A Units, the Incentive Units, and such Blocker Shares, respectively. On Each of the parties hereto agrees to file all of such party’s Tax Returns in a manner consistent with this Section 7.1 and shall not take a contrary position for any Tax purpose unless otherwise required by a determination within the meaning of Section 1313 of the Code (or prior to Closing, Seller shall provide to Buyer a schedule setting forth a proposal for an allocation of a similar state law). Any portion of the Purchase Price (including any assumed liabilities) that is not allocated to the Blocker Shares shall be allocated among the classes assets of the Company Assets on IRS Form 8594 in accordance with Section 1060 755 of the Code and the U.S. Treasury Regulations promulgated thereunder (the “Section 755 Allocation”). If within thirty (30) The Section 755 Allocation shall become final and binding on the parties hereto 10 days after Closing, Buyer notifies Seller in writing that Buyer objects provides a schedule of the Section 755 Allocation to the allocation set forth Sellers’ Representative, unless the Sellers’ Representative provides a written objection to Buyer specifying the basis for its objection and providing an alternative allocation. Buyer and the Sellers’ Representative shall in good faith attempt to resolve the Allocation, identifying in dispute within 20 days after receipt by the Buyer of the Sellers’ Representative’s written objection. Any such writing resolution shall be final and binding on the parties hereto. If the parties hereto cannot resolve the dispute within 20 days after Buyer’s detailed objectionsreceipt of Sellers’ Representative’s written objection, Buyer and Seller shall use commercially reasonable efforts the parties hereto agree to resolve such dispute within fifteen (15) days thereafter. In the event that Buyer and Seller are unable to resolve such dispute within such fifteen (15) days, Buyer and Seller shall submit such disputed items for resolution to a mutually agreed internationally recognized national investment banking or accounting firm (“Resolution Firm”); which shall, within thirty (30) days after submission, report to Buyer and Seller its determination on such disputed allocations. The allocations determined by the Resolution Firm shall be conclusive and binding upon Buyer and Seller. Each of Buyer and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses independently allocate any portion of the Resolution Firm relating Purchase Price that is not allocated to the disputed allocations shall be borne equally by Buyer Blocker Shares among the assets of the Company in accordance with Section 755 of the Code and Sellerthe Treasury Regulations promulgated thereunder and to each use their own such allocation for all relevant purposes.

Purchase Price Allocation. (ai) The Parties agree that No later than 90 days after the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the assets of the Company. On or prior to ClosingClosing Date, Seller shall provide will deliver to Buyer Purchaser a schedule setting forth a proposal for an allocation of a portion of statement (the “Allocation Statement”) allocating the Purchase Price (including increased by the Assumed Liabilities and any assumed liabilitiesother items to the extent properly taken into account under Section 1060 of the Code) among the classes of Company Transferred Assets on IRS Form 8594 and any other assets to the extent properly treated as acquired for Tax purposes pursuant to this Agreement in accordance with Section 1060 of the Code and the U.S. Treasury Regulations promulgated thereunder (the “Allocation”)Code. If If, within thirty (30) 30 days after Closingthe delivery of the Allocation Statement, Buyer notifies Purchaser has not notified Seller in writing that Buyer Purchaser objects to the allocation set forth in the AllocationAllocation Statement, identifying in the Allocation Statement will become final and binding on the parties. If, within such writing Buyer’s detailed objections30-day period, Buyer Purchaser has so notified Seller, Purchaser and Seller shall will use commercially reasonable efforts to resolve such dispute within fifteen (15) days thereafter30 days. In the event that Buyer Purchaser and Seller are able to resolve such dispute within such 30-day period, the allocation reflected on the Allocation Statement will be adjusted to reflect such resolution and the Allocation Statement (as so adjusted) will become final and binding on the parties. In the event that Purchaser and Seller are unable to resolve such dispute within such fifteen (15) days30-day period, Buyer and Seller shall submit such disputed items for resolution to dispute will be resolved by a mutually agreed internationally recognized national investment banking or neutral independent accounting firm (“Resolution Firm”); which shallmutually acceptable to the parties, within thirty (30) days after submission, report to Buyer and Seller its determination on such disputed allocations. The allocations determined by the Resolution Firm shall be conclusive and binding upon Buyer and Seller. Each of Buyer and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, except that all reasonable costs and expenses of the Resolution Firm relating such accounting firm to the disputed allocations shall be borne equally by Buyer each of Seller and SellerPurchaser. The Allocation Statement as determined by such accounting firm will be final and binding on the parties, unless otherwise required by a change in Law after the date of this Agreement, a closing agreement with an applicable Taxing Authority, or a final judgment of a court of competent jurisdiction.

Purchase Price Allocation. (a) The Parties agree that the transactions contemplated hereby will be treated for federal income Tax purposes as a purchase and sale of the assets of the Company. On or prior to Closing, Seller shall provide to Buyer a schedule setting forth a proposal for an allocation of a portion of the Purchase Price (including any assumed liabilities) among the classes of Company Assets on IRS Form 8594 in accordance with Section 1060 of the Code and the U.S. Treasury Regulations promulgated thereunder (the “Allocation”). If within No later than thirty (30) days after Closingfollowing the determination of the Final Closing Working Capital Statement, Buyer shall provide the Member Representative with an allocation of the Purchase Price and the liabilities of the Company (plus other relevant items) between those assets that are treated as inventory items and unrealized receivables within the meaning of Section 751 of the Code and those that are not (the “Purchase Price Allocation”). The Buyer shall permit the Member Representative to review and comment on the Purchase Price Allocation. If the Member Representative notifies Seller Buyer in writing within ten (10) Business Days of receipt of Buyer’s proposed Purchase Price Allocation that Buyer the Member Representative objects to one or more of the allocation set forth items reflected in the Purchase Price Allocation, identifying then the Member Representative and Buyer shall negotiate in such writing Buyer’s detailed objections, Buyer and Seller shall use commercially reasonable efforts good faith to resolve such dispute within fifteen (15) days thereafter. In dispute; provided, however, that if the event that Member Representative and Buyer and Seller are unable to resolve any dispute with respect to the Purchase Price Allocation within ten (10) Business Days following Buyer having received written notice of objection from the Member Representative, then such dispute within such fifteen (15) days, shall be resolved by the Independent Accountants. The fees of the Independent Accountants shall be allocated between Buyer and Seller shall submit such Sellers in the same proportion that the aggregate amount of disputed items for resolution to a mutually agreed internationally recognized national investment banking or accounting firm that were determined in favor of the other party (“Resolution Firm”); which shall, within thirty (30) days after submission, report to Buyer and Seller its determination on such disputed allocations. The allocations as finally determined by the Resolution Firm shall be conclusive and binding upon Buyer and Seller. Each of Buyer and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses of the Resolution Firm relating Independent Accountants) bears to the total amount of disputed allocations shall be borne equally items submitted by Buyer and Sellerthe Member Representative. The Parties shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Purchase Price Allocation.

Purchase Price Allocation. (a) The Parties agree that the transactions contemplated hereby will Purchase Price shall be treated allocated for U.S. federal income Tax tax purposes as a purchase (and sale any similar provision of state, local or foreign Law) among the assets of the Company. On or prior to Closing, Seller shall provide to Buyer a schedule setting forth a proposal for an allocation of a portion of Company in the Purchase Price (including any assumed liabilities) among the classes of Company Assets on IRS Form 8594 in accordance with manner required by Section 1060 of the Code and the U.S. Treasury Regulations promulgated thereunder (the “Allocation”). If Within ninety (90) days following the Closing Date, Purchaser shall prepare and deliver to Seller for its review and approval IRS Form 8594 and any required exhibits thereto, setting forth the Allocation. Seller shall notify Purchaser of any objections to the Allocation within thirty (30) days after Closingof receipt of the Allocation. If no such objections are made within such thirty (30)-day period, Buyer the Allocation shall become final. If Seller notifies Seller in writing Purchaser within such thirty (30)-day period that Buyer it objects to the allocation set forth in one or more items reflected on the Allocation, identifying Seller and Purchaser shall negotiate in such writing Buyer’s detailed objections, Buyer and Seller shall use commercially reasonable efforts good faith to resolve such dispute within fifteen (15) days thereafterdispute. In the event that Buyer If Seller and Seller are unable Purchaser fail to resolve any such dispute within such fifteen (15) days, Buyer and Seller shall submit such disputed items for resolution to a mutually agreed internationally recognized national investment banking or accounting firm (“Resolution Firm”); which shall, within thirty (30) days of Purchaser’s receipt of Seller’s notice, then Seller and Purchaser shall submit the items of the Allocation in dispute for resolution to an independent valuation or accounting firm of international reputation mutually acceptable to Seller and Purchaser, which shall, as soon as practicable after such submission, determine and report to Buyer Seller and Seller Purchaser its determination on such disputed allocationsresolution of the Allocation. The allocations determined by the Resolution Firm report of such firm shall be conclusive final and binding upon Buyer and Sellerthe parties hereto. Each of Buyer and Seller shall bear all The fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses of the Resolution Firm relating to the disputed allocations for such firm shall be borne equally by Buyer between Seller, on the one hand, and SellerPurchaser, on the other hand.