RIGHTS.
20.
ALLOCATION OF THE PURCHASE PRICE.
NOT MORE THAN SEVEN
(7) BUSINESS DAYS PRIOR TO THE CLOSING DATE, PURCHASER SHALL DELIVER TO SELLER A
DRAFT OF ITS PROPOSED ALLOCATION OF THE PURCHASE PRICE TO THE PURCHASED ASSETS.
SELLER AND PURCHASER SHALL THEREAFTER NEGOTIATE IN GOOD FAITH TO AGREE ON THE
FINAL ALLOCATION.
WITHIN THREE (3) DAYS AFTER RECEIPT OF SUCH DOCUMENT, SELLER
SHALL, IN WRITING, EITHER AGREE OR STATE ITS OBJECTIONS. SELLER AND PURCHASER
SHALL NEGOTIATE IN GOOD FAITH TO ATTEMPT TO RESOLVE ANY OBJECTIONS.
IF SELLER
AND PURCHASER ARE UNABLE TO RESOLVE SELLER'S OBJECTIONS, THE OBJECTIONS SHALL BE
SUBMITTED TO AN INDEPENDENT ACCOUNTING FIRM MUTUALLY AGREED UPON BY THE PARTIES;
PROVIDED, HOWEVER, SUCH RESOLUTION SHALL OCCUR NO LATER THAN THIRTY (30) DAYS
AFTER THE CLOSING.
SUCH ACCOUNTING FIRM'S DETERMINATION SHALL BE FINAL (SUCH
DETERMINATION TO BE BASED SOLELY ON THE WRITTEN SUBMISSIONS BY PURCHASER AND
SELLER AND NOT ON ANY INDEPENDENT INVESTIGATION BY THE ACCOUNTING FIRM).
THE
COSTS OF THE INDEPENDENT ACCOUNTING FIRM SHALL BE BORNE EQUALLY BY PURCHASER AND
SELLER.
SELLER AND PURCHASER AGREE TO PROPERLY FILE FORM 8594 AND REPORT THE
PURCHASE PRICE ALLOCATION AS AGREED TO OR DETERMINED SET FORTH THEREIN FOR
PURPOSES OF ALL U.S. FEDERAL AND STATE AND LOCAL INCOME AND FRANCHISE TAX
RETURNS.
21.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN
ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT
ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
22.
NO TRIAL BY JURY.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
23.
MISCELLANEOUS.
23.1
BUSINESS DAY.
IF THE DATE ON WHICH CITHER PURCHASER OR SELLER IS
REQUIRED TO TAKE ACTION UNDER THIS AGREEMENT IS NOT A BUSINESS DAY, THE ACTION
SHALL BE TAKEN ON THE NEXT SUCCEEDING BUSINESS DAY.
23.2
CAPTIONS.
THE CAPTIONS OF THE VARIOUS SECTIONS AND PARAGRAPHS OF
THIS AGREEMENT HAVE BEEN INSERTED ONLY FOR THE PURPOSE OF CONVENIENCE; SUCH
CAPTIONS ARE NOT A PART OF THIS AGREEMENT AND SHALL NOT BE DEEMED IN ANY MANNER
TO MODIFY, EXPLAIN, ENLARGE OR RESTRICT ANY OF THE PROVISIONS OF THIS AGREEMENT.
23.3
DISCLOSURE.
SELLER AND PURCHASER AGREE THAT THE PROPOSED TERMS AND
CONDITIONS, AND ALL INFORMATION (OTHER THAN INFORMATION WHICH IS A MATTER OF
PUBLIC RECORD OR IS PROVIDED BY OTHER SOURCES READILY AVAILABLE TO THE PUBLIC)
SHARED OR DEVELOPED IN THE CONTEXT OF THIS TRANSACTION SHALL BE KEPT STRICTLY
CONFIDENTIAL, EXCEPT THAT PURCHASER ACKNOWLEDGES THAT SELLER'S PARENT COMPANY
MAY DESCRIBE THE TERMS HEREOF (AS WELL AS PROVIDE COPIES OF THIS AGREEMENT) IN
REPORTS THAT THE PARENT IS REQUIRED TO FILE WITH GOVERNMENTAL AUTHORITIES, THE
UNITED