definiens: ) allocating the aggregate deemed salesprice ( as defined in Treasury Regulation Section § 1.338 - 4, based on the amount allocated to the [COMPANY] Biofuels stockin the Allocation ) with respect to the purchase of the capital stock of [COMPANY] Biofuels under this Agreement among itsassets . The Allocation Schedule shall be prepared in accordance with § 338(h)(10 ) of the Code and the TreasuryRegulations thereunder . The Allocation Schedule shall be deemed to be accepted by and shall be conclusive and bindingon the Company unless, within thirty ( 30 ) days after the Allocation Schedule is delivered to the Company, the Companydelivers a written notice to Purchaser stating each and every item to which the Company takes exception ( it beingunderstood that any amounts not so disputed shall be final and binding ) . If a change proposed by the Company isdisputed by Purchaser, then the Company and Purchaser shall negotiate in good faith to resolve such dispute . If, after aperiod of thirty ( 30 ) days following the date on which the Company gives Purchaser notice of any such proposed change, any such proposed change still remains disputed, then a determination regarding the disputed item(s ) shall be made by amutually agreed upon and jointly engaged Arbitrating Accountant, whose decision shall be final and whose fees shall beshared equally by the Company and Purchaser . The Allocation Schedule shall be further adjusted as appropriate inaccordance with the principles and procedures in this Section 8.8(b ) to reflect any subsequent adjustments in the PurchasePrice . Promptly upon receiving the final Allocation Schedule, Purchaser and the Company shall return an executed copythereof to the other such Party . Purchaser and the Company shall file ( or cause to be filed ) all federal, state and localincome Tax Returns in accordance with the Allocation Schedule, and shall take no position contrary thereto orinconsistent therewith ( including, without limitation, in any amended Tax Return or claim for refund, any examinationor audit by any Governmental Authority, or any other proceeding ), except to the extent otherwise required by applicableLaw and after written notice thereof to the other such Party