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amount of FML's receipts for the preceding month from the
"Superdome Marketing and Promotional Fund."
Pursuant to the terms of section K of the Revised Lease, the
obligations of the parties thereto were to take effect only if
and when (a) the partnership acquired "all of the right, title
and interest of the New Orleans Saints Football Club in the
Original Lease and in substantially all of [the team's] other
assets," and (b) the parties "executed Amendments to extend or
re-execute existing leases of office space and ticket offices in
the Superdome" (administrative leases). On May 31, 1985, the
partnership and the Mecom Group closed the sale of the Saints
(the closing). On that same date, the Mecom Group and the
partnership executed an Assignment of Leases, and the partnership
executed a letter agreement with LSED and FML extending the
Saints' existing administrative leases. If Benson had been
unable to close on the sale of the team, the Mecom Group had no
right, title, or interest to the Revised Lease.
Allocation of the Sales Price
Pursuant to sections 2.01 and 4.04 of the Sales Contract,
the Mecom Group and petitioner allocated the price petitioner
paid to acquire the Saints (often the acquisition price) among
the assets sold to petitioner. To this end, they adopted a
preliminary allocation, but agreed that a final allocation would
await the results of a formal appraisal. In the preliminary
allocation, the Mecom Group and Benson allocated $6.1 million to
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