Allocation of Purchase Price The parties agree that the Final Purchase Price shall be allocated between the U.S. Interests (the “U.S. Purchase Price”) and the Canadian Equity Securities (the “Canadian Purchase Price”) as mutually determined in good faith by the Sellers and the Purchasers (the “Entity-Level Purchase Price Allocation”). The parties also agree that the purchase and sale of the U.S. Interests shall be treated for U.S. federal income tax purposes as the purchase by U.S. Purchaser and the sale by U.S. Seller of all of the assets of U.S. Target. Not later than forty-five (45) days after the Closing Date, Sellers shall provide to Purchasers their determination of the Entity-Level Purchase Price Allocation in a manner consistent with Section 5.18(h) of the Disclosure Letter. Within fifteen (15) days after receipt of the proposed Entity-Level Purchase Price Allocation, Purchasers shall notify Sellers in writing if they disagree with such proposed allocation and, in the event of disagreement, the parties shall make a good faith attempt to reach an agreement. If the parties are unable to reach agreement regarding the Entity-Level Purchase Price Allocation, all unresolved items that remain in dispute shall be submitted to a jointly selected internationally recognized accounting firm, the costs of which will be borne equally by the Sellers and Purchasers. Such accounting firm shall resolve all items in dispute in a manner consistent with Section 5.18(h) of the Disclosure Letter. The proposed allocation as revised to reflect the resolutions of such accounting firm shall be the Entity-Level Purchase Price Allocation. Not later than ninety (90) days after the Closing Date, Sellers shall provide to Purchasers (i) an allocation of the U.S. Purchase Price and any liabilities of the U.S. Target and its Subsidiaries other than Xxxxxxx Products, Inc. (to the extent treated as liabilities for U.S. federal income tax purposes) among the assets of U.S. Target (including the stock of DST Output Electronic Solutions, Inc., DST Mailing Services, Inc., DST Output East, LLC, DST Output West, LLC, Lateral Group NA, LLC and Xxxxxxx Products, Inc. and the assets of DST Output Central, LLC) and (ii) an allocation of the Canadian Purchase Price and any liabilities of Canadian Target (to the extent treated as liabilities for U.S. federal income tax purposes) among the assets of Canadian Target, each allocation in (i) and (ii) in a manner that complies with the requirements of the Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). Within fifteen (15) days after receipt of the proposed Purchase Price Allocation, Purchasers shall notify Sellers in writing if they disagree with such proposed allocation and, in the event of disagreement, the parties shall make a good faith attempt to reach an agreement. If the parties are unable to reach agreement regarding the Purchase Price Allocation, all unresolved items that remain in dispute shall be submitted to a jointly selected internationally recognized accounting firm, the costs of which will be borne equally by the Sellers and Purchasers. The proposed allocation as revised to reflect the resolutions of such accounting firm shall be the Purchase Price Allocation. The parties shall cooperate in preparing, executing, and filing with each Tax Authority all required information returns, including filing with the Internal Revenue Service all necessary information returns required by Section 1060 of the Code. The Entity-Level Purchase Price Allocation and the Purchase Price Allocation shall be final, conclusive, and binding on each party and Purchasers and Sellers shall each timely file Internal Revenue Service Form 8594 (Acquisition Statement under Code Section 1060) and all federal, state, local and foreign Tax Returns in accordance with such allocations. In the event that the Final Purchase Price is determined, or any other adjustment to the Preliminary Purchase Price or Final Purchase Price for Tax reporting purposes is made under this Agreement after delivery of the Purchase Price Allocation, Sellers and Purchasers shall mutually revise the Entity-Level Purchase Price Allocation, the Purchase Price Allocation and the 338(h)(10) Allocations accordingly. The Purchase Price Allocation, as finally determined, shall be used in preparing Internal Revenue Service Form 8883 for purposes of Section 5.18(i) of this Agreement. In the event that any Tax Authority disputes the Entity-Level Purchase Price Allocation, the Purchase Price Allocation, or any of the 338(h)(10) Allocations, Sellers or Purchasers, as the case may be, shall promptly notify the other party in writing of the nature of such dispute.
