Payment of Purchase Price The Purchase Price shall be paid as follows:
Allocation of Purchase Price (a) DuPont and Buyer agree that the Purchase Price and the Assumed Liabilities, to the extent relevant, shall be allocated among the DPC Shares, the Minority Investment Interests, the Transferred DPC Joint Venture Interests, the Specified Real Property, the DPC IP, the DuPont Licensed IP, the Trademark License Agreement, the Leased Assets acquired pursuant to the Mexican Asset Transfer, and the DPC Indebtedness in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”); provided, that such allocation to the Trademark License Agreement shall, if required, be treated by the parties as a pre-paid royalty for U.S. federal income tax purposes. DuPont and Buyer agree to cooperate in good faith to determine the Purchase Price Allocation as soon as reasonably practicable following the date hereof, but in any event, by December 31, 2012. If the parties are unable to agree to a Purchase Price Allocation by December 31, 2012, the matters in dispute (but only the matters in dispute) shall be submitted to the Accounting Firm. The Accounting Firm shall resolve the dispute solely on the basis of presentations by the parties and not by independent review and shall issue a written decision as to the disputed matters within fifteen (15) days after submission of the matter to the Accounting Firm and its decision shall be final and binding on the parties. The costs of the Accounting Firm shall be borne by Buyer and DuPont equally. Any adjustments to the Purchase Price and the Assumed Liabilities shall be allocated in an appropriate and equitable manner consistent with the requirements of applicable Law and as mutually agreed to by DuPont and Buyer. Notwithstanding the foregoing, DuPont shall in its sole discretion exercised in good faith reasonably determine the portion of the Purchase Price allocable to the Leased Assets acquired pursuant to the Mexican Asset Transfer and the allocation of such portion of the Purchase Price among the Leased Assets (as defined in the Mexican Business Lease), which determination shall be binding upon the Buyer, provided that the allocation of Purchase Price to the Leased Assets shall be performed using assumptions and valuation methodologies consistent with the assumptions and methodologies otherwise utilized for purposes of this Section 2.5.
Taxation of Purchases All State purchases must be invoiced tax free. An exemption certificate will be furnished upon request with respect to otherwise taxable items.