Common use of Preliminary Purchase Price Clause in Contracts

Preliminary Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, in consideration for the sale of the Interests (collectively, the “Sale”), Purchaser shall (including as agent for certain of its Affiliates), or shall cause its applicable Affiliate to, pay by wire transfer of immediately available funds to an account of the Sellers’ Representative, for further payment to the other Sellers, the Preliminary Purchase Price, subject to adjustment pursuant to Section 2.03, in accordance with the allocation among the Interests of the Companies and certain Subsidiaries of the Companies as set forth in Section 2.02 of the Disclosure Schedules (the “Equity Allocation”). The Equity Allocation shall be final, conclusive and binding on Purchaser and Sellers and each of their respective Affiliates.