Balance of Purchase Price The balance of the Purchase Price shall be paid in cash or by certified funds at the Closing (as defined below).
Allocation of Purchase Price No later than ninety (90) days following the final determination of the Adjustment Amount, Buyers shall prepare and deliver to Seller proposed allocation of the Purchase Price (and the Assumed Liabilities) among the Acquired Assets (the “Purchase Price Allocation”), which allocation shall be in accordance with the principles of Section 1060 of the Code and Treasury Regulations thereunder (and any similar provision of state, local, or non-US Law, as appropriate). If Seller objects to such proposed allocation by means of written notice delivered to Buyers within thirty (30) days following receipt of Buyers’ proposed allocation, Buyers and Seller shall negotiate in good faith and reasonably cooperate with each other for the fifteen (15) days thereafter to resolve such objections. If after fifteen (15) days of receipt of written comments from Seller, Buyers and Seller are unable to agree to a final allocation, any unresolved disputes or objection shall be submitted to the Independent Accounting Firm for resolution in accordance with Section 3.2, including for purposes of allocating responsibility for any related fees and expenses; provided that the Parties shall otherwise bear their own expenses with respect to the Purchase Price Allocation. The Independent Accounting Firm’s determination with respect to each disputed matter shall be final, conclusive and binding on the Parties. Seller and Buyers and their Affiliates shall report, act, and file Tax Returns (including IRS Form 8594) in all respects and for all purposes consistent with the Purchase Price Allocation as finalized. Buyers shall timely and properly prepare, execute, file, and deliver all such documents, forms and other information as Seller may reasonably request in preparing such allocation. Neither Seller nor Buyers shall take any position (whether in audits, Tax Returns, or otherwise) that is inconsistent with Purchase Price Allocation (as finally determined pursuant to this Section 3.3), except as may be adjusted by subsequent agreement following an audit by the IRS (or by an applicable state or local Taxing Authority) or by court decision but only as may be adjusted following a “determination” (as such term is defined in Section 1313 of the Code). Notwithstanding the foregoing, nothing contained herein shall prevent a Party from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the final Purchase Price Allocation, and no Party shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the final Purchase Price Allocation. In the event that the Purchase Price Allocation (as finally determined pursuant to this Section 3.3) is disputed by any Taxing Authority, the Party receiving notice of such dispute shall reasonably promptly notify the other Party concerning the existence of such dispute and the Parties will consult in good faith as to how to resolve such dispute in a manner consistent with this Section 3.3. In the event of any adjustment to the Purchase Price (or Assumed Liabilities) hereunder, Buyers and Seller agree to adjust such the Purchase Price Allocation in a manner consistent with this Section 3.3 to reflect such adjustment and to file consistently any Tax Returns and reports required to be filed as a result of such Purchase Price (or Assumed Liabilities) adjustment. Notwithstanding anything contained herein to the contrary, the allocation of the Purchase Price to the Owned Real Property shall be determined between the Parties prior to the filing of the Ohio Real Property Conveyance Statement on the Closing Date.
Payment of Purchase Price The Purchase Price shall be paid as follows: