definiens: within the meaning of Section 1313(a ) of the Code . TheAcquiror shall after consultation with the Seller initially determine and sendwritten Notice to the Seller of the allocation of the Purchase Price withinthirty ( 30 ) days after the Transfer Date . The Seller will be deemed to haveaccepted such allocation unless it provides written Notice of disagreement tothe Acquiror within twenty ( 20 ) Business Days after the receipt of theAcquiror 's Notice of allocation . If the Seller provides such Notice ofdisagreement to the Acquiror, then the parties shall proceed in good faith todetermine the allocation in dispute . If, within ten ( 10 ) days after theAcquiror receives the Seller 's Notice of disagreement, the parties have notreached agreement, then the Accountants shall be engaged to determine thefinal allocation in dispute . Not later than thirty ( 30 ) days prior to thefiling of their respective Internal Revenue Service Forms 8594 relating tothis transaction, each party shall deliver to the other party a copy of itsInternal Revenue Service Form 8594