Common use of Purchase Price and Allocation Clause in Contracts

Purchase Price and Allocation. (a) The consideration for the purchase of the Assets shall be Four Hundred Eighty Million Dollars ($480,000,000) (the “Purchase Price”), payable by Purchaser to Seller and TOPIII on the Closing Date in U.S. dollars by wire transfer of immediately available funds. Seller will designate no later than five (5) Business Days prior to the anticipated Closing Date the account or accounts of Seller to which the Purchase Price will be wire transferred. The Parties will attempt in good faith to agree upon the allocation of the Purchase Price for purposes of Code Section 1060 and Form 8594; provided, however, such agreement is not a condition precedent to the Closing; provided, further, that nothing contained herein shall be interpreted as an expression of an intention by a Party or an agreement between the Parties with respect to allocating the Purchase Price for any other purpose.