Purchase Price Allocation The Parties shall allocate the Purchase Price (as may be adjusted pursuant to Section 2.2), the amount of the Assumed Liabilities and any other amounts treated as consideration for U.S. federal income tax purposes among the Acquired Assets for tax purposes (the “Purchase Price Allocation”) in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), the treasury regulations promulgated thereunder and the methodology set forth on Exhibit A hereto. Purchaser shall, as soon as reasonably practical (but in any event within sixty (60) days after the Final Inventory Amount has been finally determined pursuant to Section 2.2 and prior to the filing of any Tax Return that includes information related to the Contemplated Transactions, or such earlier time as determined by Purchaser) propose a draft Purchase Price Allocation to Seller. Seller shall be entitled to propose to Purchaser any reasonable changes (such proposal, an “Allocation Objection Notice”) to the draft Purchase Price Allocation within thirty (30) days of the receipt thereof. If Seller timely delivers an Allocation Objection Notice (and identifies in reasonable detail the basis for its objection(s)) to Purchaser, then Seller and Purchaser shall negotiate in good faith and shall use their reasonable efforts to agree upon the Purchase Price Allocation. If Seller and Purchaser are unable to reach such an agreement regarding the Purchase Price Allocation within thirty (30) days of Seller’s delivery of the Allocation Objection Notice, Purchaser and Seller shall jointly retain a mutually acceptable independent accounting firm that has not provided services to or represented either Purchaser or Seller or any of their respective affiliates during the previous five (5) years (the “Allocation Accountant”) to resolve any remaining disagreements (it being understood that in making such calculation, the Allocation Accountant shall be functioning as an expert and not as an arbitrator). Purchaser and Seller shall direct the Allocation Accountant to render a determination in writing as promptly as practicable and in any event within thirty (30) days after its retention and the Parties shall cooperate with the Allocation Accountant during its engagement and make available the records and workpapers necessary for its review. The Allocation Accountant shall consider only those items and amounts set forth in the Allocation Objection Notice that Purchaser and Seller have been unable to resolve, and the Allocation Accountant shall review only the records and workpapers submitted and base its determination solely on such submissions and the related computational materials. In resolving any disputed item, the Allocation Accountant may not assign a value to any item greater than the greatest value of such item claimed by Purchaser or Seller or less than the smallest value for such item claimed by Purchaser or Seller. The Allocation Accountant’s determination shall be based on and calculated in accordance with Section 1060 of the Code, the treasury regulations promulgated thereunder and the methodology set forth on Exhibit A. The determination of the Allocation Accountant shall be conclusive and binding upon the Parties (absent fraud or manifest error) and enforceable by any court of competent jurisdiction. The Parties shall split any fees related to retaining the Allocation Accountant evenly. Except as otherwise required by Law, (a) none of the Parties shall take a position on any Tax Return or in any Legal Proceeding inconsistent with the Purchase Price Allocation, as finalized, and (b) the Parties shall file all Tax Returns and forms consistent with the Purchase Price Allocation, as finalized. Any indemnity payment made pursuant to Article VIII shall be treated by each of the Parties as an adjustment to the Purchase Price (except to the extent treated as interest pursuant to applicable Law).
