definiens: and ( as such terms are defined in Section 751 of the Code ) and(ii ) allocating the tax basis adjustments under Section 755 of the Code and the Treasury Regulations promulgated thereunder ( the ) . Seller will be entitled to review, comment upon and approve such Allocation Statement . To the extent there is any disagreementwith respect to the Allocation Statement, Seller and Buyer shall negotiate in good faith to resolve such disagreement . If the Purchase Price isadjusted in any manner as provided in this Agreement, the allocation of the Purchase Price shall be adjusted in the manner provided in thisSection 7.7 . Neither Buyer nor Seller shall take any position in any audits, Tax Returns or otherwise that is inconsistent with the AllocationStatement, as finalized in accordance with this Section 7.7, unless otherwise required as a result of a within the meaning ofSection 1313 of the Code