Contract Price Adjustment The basis upon which the Contract Price shall be adjusted is as set out in paragraph 9.2 of Schedule IVB.
Price and Payment Terms 3.1 In consideration of the provision of Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW.
Purchase Price Allocation No later than 60 days after the Closing Date, Buyer shall deliver to Seller a proposed allocation of the Purchase Price and any other items that are treated as additional consideration for Tax purposes as of the Closing Date among the assets of the Company and other appropriate items (“Buyer’s Allocation”). Buyer’s Allocation shall be determined in a manner consistent with the Section 1060 of the Code and the Treasury Regulations promulgated thereunder or applicable rules in the jurisdiction in which the relevant assets of the Company are located. If Seller disagrees with Buyer’s Allocation, Seller may, within 30 days after delivery of Buyer’s Allocation, deliver a notice (“Seller’s Allocation Notice”) to Buyer to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation. If Seller’s Allocation Notice is duly delivered, Buyer and Seller shall, during the 20 days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price. If Buyer and Seller are unable to reach such agreement, they shall promptly thereafter retain an independent accounting firm of recognized international standing that is not the auditor of either the Seller or the Buyer (the “Arbiter”) to resolve any remaining disputes. The allocations, as prepared by Buyer if no Seller’s Allocation Notice has been duly given pursuant to this Section 8.2, as adjusted pursuant to any agreement between Seller and Buyer or as determined by the Arbiter (the “Allocations”), shall be conclusive and binding on Parent, Seller and Buyer. Neither Buyer nor Parent or Seller shall (and each shall cause their respective Affiliates not to) take any position inconsistent with the Allocations on any Tax Return or in any Proceeding related to Tax, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign Applicable Law). Seller and Buyer shall file all Tax Returns consistent with the Allocations. Any subsequent adjustments to the Purchase Price or shall be allocated among the assets of the Company in a manner that is consistent with the Allocations.