Allocation of Purchase Price Within 75 days after the Closing Date, Purchasers will deliver to Seller proposed Schedule 9.5(j) (the "Allocation Schedule"), which shall set forth an allocation of the total amount of the consideration paid by Purchasers to Seller in connection with the consummation of the transactions contemplated by this Agreement to the Assets acquired by Purchasers from Seller hereunder. The allocation shall take into account an appraisal prepared by PricewaterhouseCoopers, or another nationally recognized appraiser reasonably acceptable to Purchasers and Seller, who shall be retained by Purchasers at Purchasers' expense. Seller shall reasonably cooperate in providing information and assistance to any such appraiser. Within ten Business Days after delivery of the Allocation Schedule by Purchasers to Seller, Seller will notify Purchasers in writing whether Seller approves or disapproves the Allocation Schedule; provided, however, that Seller will not disapprove the Allocation Schedule unless Seller determines in its reasonable judgment that (i) either the appraisal is not reasonably supportable or the allocation proposed by Purchasers on the Allocation Schedule is not reasonably consistent with the appraisal, and (ii) that the allocation proposed by Purchasers on the Allocation Schedule will result in Seller being required to recognize both ordinary income and capital loss in an amount that is more than de minimus. Unless Seller disapproves the Allocation Schedule pursuant to the immediately preceding sentence, the Allocation Schedule will be attached to and incorporated as part of this Agreement within 90 days after the Closing Date, and all parties to this Agreement shall prepare and file all applicable Returns in a manner consistent with the allocation set forth on the Allocation Schedule.
