Common use of Allocation of Base Purchase Price Clause in Contracts

Allocation of Base Purchase Price. Each party hereto represents, warrants, covenants and agrees with each other party hereto that the Base Purchase Price shall be allocated among the classes of Assets for each Station as agreed by the parties within sixty (60) days after the date hereof; provided, however, that if the parties are unable to agree on such allocation within such sixty (60) day period, each party shall have the right to allocate the classes of Assets for each Station based upon its own determination. The parties agree, pursuant to Section 1060 of the Code, that the Base Purchase Price shall be allocated in accordance with this Section 2.7, and that all Tax returns and reports shall be filed consistent with such allocation. The parties acknowledge and agree that the payment of the Purchase Price as contemplated herein does not reflect the allocation among the classes of Assets for each Station as determined pursuant to this Section 2.7. Notwithstanding any other provision of this Agreement, the provisions of this Section 2.7 shall survive the Closing Date without limitation.