definiens: within the meaning of Section 1060 of the Code, and ( iii ) the identityof any Seller Entities to which the payments contemplated by Section 2.13 are allocable . The Final Allocation shall be prepared in accordancewith Section 1060 of the Code and, to the extent Seller and Purchaser agreed to a Preliminary Jurisdictional Allocation prior to Closing, in amanner consistent with such Preliminary Jurisdictional Allocation . Seller shall notify Purchaser in writing of any objections to the FinalAllocation within fifteen ( 15 ) days after Seller receives the Final Allocation . If Seller does not notify Purchaser of any objections to the FinalAllocation, within that fifteen ( 15)-day period, the Final Allocation shall be construed as final . If Seller notifies Purchaser of an objection to theFinal Allocation by the end of the fifteen ( 15)-day period, Purchaser and Seller shall attempt in good faith to resolve the dispute, and ifPurchaser and Seller are unable to resolve their differences within fifteen ( 15 ) days thereafter ( ), thenthe disputed items on the Final Allocation shall be submitted to the Independent Accounting Firm within five ( 5 ) days after the end of theAllocation Dispute Resolution Period for resolution with the costs paid 50 % by Seller and 50 % by Purchaser, and the Independent AccountingFirm shall be instructed to deliver a finalized Final Allocation as soon as possible