Common use of Allocation of the Aggregate Purchase Price Clause in Contracts

Allocation of the Aggregate Purchase Price. Pfizer, on behalf of itself and the Seller Corporations, and Purchaser (i) have agreed to the allocation as of the Closing Date of the Aggregate Purchase Price among the Conveyed Subsidiaries and the Asset Selling Corporations as set forth in Schedule 2.9 (the “Section 2.9(i) Allocation”) and (ii) shall agree prior to the Closing on the allocation as of the Closing Date among the Purchased Assets sold by each Asset Selling Corporation of the Asset Purchase Price allocable to such Asset Selling Corporation as set forth in Schedule 2.9 (the “Section 2.9(ii) Allocation” and, together with the Section 2.9(i) Allocation, the “Allocation”). Each of the Seller Corporations on the one hand and Purchaser on the other shall (i) be bound by the Allocation for purposes of determining any Taxes; (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation; and (iii) take no position, and cause its Affiliates to take no Back to Contents position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by any taxing authority or Governmental Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and both Pfizer and Purchaser agree to use their best efforts to defend such Allocation in any audit or similar proceeding, and the matter shall be handled as a Tax Claim described in Section 7.4(i)(B). Each of the Seller Corporations and Purchaser acknowledge that the Section 2.9(i) Allocation was made at arm’s length based upon a good faith determination of fair market values. Pfizer shall be provided with a copy of Purchaser's proposed Section 2.9(ii) Allocation at least 25 Business Days prior to Closing and, provided that Pfizer consents to Purchaser's proposed Section 2.9(ii) Allocation (which consent shall not be unreasonably withheld), the Section 2.9(ii) Allocation shall be made as specified in such allocation. If Pfizer does not consent to Purchaser's proposed Section 2.9(ii) Allocation, Pfizer and Purchaser shall use their best efforts to resolve all differences within 15 Business Days prior to Closing. If Pfizer and Purchaser are unable to resolve all differences within 15 Business Days prior to Closing, then any remaining disputed matters shall be submitted to American Appraisal (the "Allocation Arbiter") for the final and conclusive determination. The Allocation Arbiter shall determine (based solely on presentations by Pfizer and Purchaser and not by independent review) only those matters in dispute and shall render a written report within 3 days prior to the Closing as to the disputed matters and the resulting Section 2.9(ii) Allocation, and the Section 2.9(ii) Allocation shall be made as so agreed. Pfizer and Purchaser shall each pay one-half of all the costs incurred in connection with the engagement of the Allocation Arbiter. Working capital adjustments pursuant to Section 2.8 and other post-Closing adjustments, if any, to the Aggregate Purchase Price shall be allocated to the Conveyed Company or to the Asset Selling Corporation to which the adjustment relates, and shall be further allocated (if relevant for purposes of any applicable Law) to the assets to which the adjustment relates. The Aggregate Purchase Price allocation to such Conveyed Company or Asset Selling Corporation shall be correspondingly increased or decreased. Pfizer and Purchaser acknowledge that, in accordance with GAAP, the fair market value of the Purchased Assets is not less than the net book value of the Purchased Assets and that, in accordance therewith, if after all other adjustments to the Allocation are made the Allocation with respect to any Asset Selling Corporation when expressed in the relevant local currency at the rate of exchange used to determine Final Working Capital would otherwise be less than the local currency net book value determined in accordance with GAAP of the Purchased Assets of such Asset Selling Corporation as of the Closing Date, then the Allocation with respect to such Asset Selling Corporation shall be adjusted so that it is equal to such local currency net book value converted at the rate of exchange used to determine Final Working Capital and a corresponding adjustment shall be made to the Allocation pro rata with respect to Xxxxxx-Xxxxxxx Company and Grupo Xxxxxx Xxxxxxx Mexico, S. de X.X. De C.V. based on their relative Aggregate Purchase Price allocation.

Allocation of the Aggregate Purchase Price. Pfizer, on behalf of itself and the Seller Corporations, and Purchaser (i) have agreed to the allocation as of the Closing Date of the Aggregate Purchase Price among the Conveyed Subsidiaries and the Asset Selling Corporations as set forth in Schedule 2.9 (the “"Section 2.9(i) Allocation”") and (ii) shall agree prior to the Closing on (A) the portion of the Aggregate Purchase Price that shall be allocated to Howmedica Leibinger Inc. (the "Section 338(h)(10) Aggregate Purchase Price"), (B) an allocation of the Section 338(h)(10) Aggregate Purchase Price among the assets of Howmedica Leibinger Inc. (the "Section 2.9(ii)(B) Allocation") and (C) the portion of the Aggregate Purchase Price that shall be allocated to, and the allocation as of such portion among, the Closing Date among the Purchased Conveyed Assets sold by each Asset Selling Corporation of the Asset Purchase Price allocable to such Asset Selling Corporation as set forth in Schedule 2.9 Howmedica (the “"Section 2.9(ii2.9(ii)(C) Allocation” " and, together with the Section 2.9(i) Allocation and the Section 2.9(ii)(B) Allocation, the “"Allocation”"). Each of the Seller Corporations on the one hand and Purchaser on the other shall (i) be bound by the Allocation for purposes of determining any Taxes; , (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation; , and (iii) take no position, and cause its Affiliates to take no Back to Contents position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by any taxing authority or Governmental Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and both Pfizer and Purchaser agree to use their best efforts to defend such Allocation in any audit or similar proceeding, and the matter shall be handled as a Tax Claim described in Section 7.4(i)(B). Each of the Seller Corporations and Purchaser acknowledge that the Section 2.9(i) Allocation was made at arm’s length based upon a good faith determination of fair market values. Pfizer shall be provided with a copy of Purchaser's proposed Section 2.9(ii) Allocation at least 25 Business Days prior to Closing and, provided that Pfizer consents to Purchaser's proposed Section 2.9(ii) Allocation (which consent shall not be unreasonably withheld), the Section 2.9(ii) Allocation shall be made as specified in such allocation. If Pfizer does not consent to Purchaser's proposed Section 2.9(ii) Allocation, Pfizer and Purchaser shall use their best efforts to resolve all differences within 15 Business Days prior to Closing. If Pfizer and Purchaser are unable to resolve all differences within 15 Business Days prior to Closing, then any remaining disputed matters shall be submitted to American Appraisal (the "Allocation Arbiter") for the final and conclusive determination. The Allocation Arbiter shall determine (based solely on presentations by Pfizer and Purchaser and not by independent review) only those matters in dispute and shall render a written report within 3 days prior to the Closing as to the disputed matters and the resulting Section 2.9(ii) Allocation, and the Section 2.9(ii) Allocation shall be made as so agreed. Pfizer and Purchaser shall each pay one-half of all the costs incurred in connection with the engagement of the Allocation Arbiter. Working capital adjustments pursuant to Section 2.8 and other post-Closing adjustments, if any, to the Aggregate Purchase Price shall be allocated to the Conveyed Company or to the Asset Selling Corporation to which the adjustment relates, and shall be further allocated (if relevant for purposes of any applicable Law) to the assets to which the adjustment relates. The Aggregate Purchase Price allocation to such Conveyed Company or Asset Selling Corporation shall be correspondingly increased or decreased. Pfizer and Purchaser acknowledge that, in accordance with GAAP, the fair market value of the Purchased Assets is not less than the net book value of the Purchased Assets and that, in accordance therewith, if after all other adjustments to the Allocation are made the Allocation with respect to any Asset Selling Corporation when expressed in the relevant local currency at the rate of exchange used to determine Final Working Capital would otherwise be less than the local currency net book value determined in accordance with GAAP of the Purchased Assets of such Asset Selling Corporation as of the Closing Date, then the Allocation with respect to such Asset Selling Corporation shall be adjusted so that it is equal to such local currency net book value converted at the rate of exchange used to determine Final Working Capital and a corresponding adjustment shall be made to the Allocation pro rata with respect to Xxxxxx-Xxxxxxx Company and Grupo Xxxxxx Xxxxxxx Mexico, S. de X.X. De C.V. based on their relative Aggregate Purchase Price allocation.

Allocation of the Aggregate Purchase Price. (a) Pfizer, on behalf of itself and the Seller Corporations, and Purchaser (i) have agreed to the allocation as of the Closing Date of the Aggregate Purchase Price among the Conveyed Subsidiaries and the Asset Selling Corporations as set forth in on Schedule 2.9 3.02 (the “Section 2.9(i3.02(i) Allocation”) and (ii) shall agree prior to the Closing as set forth below on the allocation as of the Closing Date among the Purchased Assets sold by each Asset Selling Corporation of the Asset Purchase Price allocable to such Asset Selling Corporation as set forth in on Schedule 2.9 3.02 (the “Section 2.9(ii3.02(ii) Allocation” and, together with the Section 2.9(i3.02(i) Allocation, the “Allocation”). . (b) Each of the Seller Corporations Pfizer on the one hand and Purchaser on the other hand shall (i) be bound by the Allocation for purposes of determining any Taxes; (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation; and (iii) take no position, and cause its Affiliates to take no Back to Contents position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by any taxing authority or Governmental Authorityauthority, the party receiving notice of the dispute shall promptly notify the other party hereto, and both Pfizer and Purchaser agree to use their best efforts to defend such Allocation in any audit or similar proceeding, and the matter shall be handled as a Tax Claim described in Section 7.4(i)(B8.04(i)(B). Each . (c) Pfizer, on behalf of itself and the Seller Corporations and Purchaser acknowledge that the Section 2.9(i3.02(i) Allocation was made done at arm’s length based upon a good faith determination estimate of fair market values. Pfizer and Purchaser agree that Purchaser shall prepare or cause to be prepared and provide to Pfizer a draft of the Section 3.02(ii) Allocation (the “Sub-Allocation Draft”). Pfizer shall be provided with a copy of Purchaser's proposed Section 2.9(ii) the Sub-Allocation at least 25 Business Days Draft on or prior to the 90th day after Closing and, provided that Pfizer consents to Purchaser's proposed Section 2.9(ii) the Sub-Allocation Draft (which consent shall not be unreasonably withheld), the Section 2.9(ii3.02(ii) Allocation shall be made as specified in such allocation. the Sub-Allocation Draft. (d) If Pfizer does not consent to Purchaser's proposed Section 2.9(ii) Allocationthe Sub-Allocation Draft, Pfizer and Purchaser shall use their best efforts to resolve all differences within 15 Business Days prior mutually agree on any amendments to Closing. If Pfizer and Purchaser are unable to resolve all differences within 15 Business Days prior to Closing, then any remaining disputed matters shall be submitted to American Appraisal (the "Allocation Arbiter") for the final and conclusive determination. The Allocation Arbiter shall determine (based solely on presentations by Pfizer and Purchaser and not by independent review) only those matters in dispute and shall render a written report within 3 days prior made to the Closing as to the disputed matters and the resulting Section 2.9(ii) Allocation, Sub-Allocation Draft and the Section 2.9(ii3.02(ii) Allocation shall be made as so agreedspecified in the Sub-Allocation Draft as amended. If an independent appraisal firm has not performed an appraisal to support the Sub-Allocation Draft, Pfizer may request such an appraisal to be conducted by an independent appraisal firm selected by Purchaser of such Sub-Allocation Draft, the cost of which shall be borne equally by Purchaser and Purchaser shall each pay onePfizer, if Pfizer reasonably believes that there is no reasonable basis for the Sub-half of all the costs incurred in connection with the engagement of the Allocation ArbiterDraft. Working capital adjustments pursuant to Section 2.8 and other postPost-Closing adjustments, if any, to the Aggregate Purchase Price shall be allocated to the Conveyed Company or to the Asset Selling Corporation to which the adjustment relates, and shall be further allocated (if relevant for purposes of any applicable Law) to the assets to which the adjustment relates. The Aggregate Purchase Price allocation to such Conveyed Company or Asset Selling Corporation shall be correspondingly increased or decreased. Pfizer and Purchaser acknowledge that. (e) If, in accordance with GAAP, the fair market value of the Purchased Assets is not less than the net book value of the Purchased Assets and that, in accordance therewith, if after all other adjustments to the Allocation are made made, the Allocation with respect to any Asset Selling Corporation Corporation, when expressed in the relevant local currency at the applicable rate of exchange used to determine Final Working Capital would otherwise be on the Closing Date, is less than the local currency net book value as reflected on the balance sheet of such Asset Selling Corporation on the Closing Date, determined in accordance with GAAP GAAP, of the Purchased Assets of such Asset Selling Corporation as of the Closing Date, then the Allocation with respect to such Asset Selling Corporation shall be adjusted so that it is equal to such local currency net book value converted at the rate of exchange used to determine Final Working Capital on the Closing Date and a corresponding adjustment shall will be made to the Allocation pro rata with respect to Xxxxxx-Xxxxxxx Company Healon AB and Grupo Xxxxxx Xxxxxxx Mexico, S. de X.X. De C.V. Pharmacia Groningen B.V. based on their relative Aggregate Purchase Price allocation. The “rate of exchange” for purposes of this Section 3.02(e) shall be the spot rate on the Closing Date as published by the Financial Times.

Allocation of the Aggregate Purchase Price. Pfizer, on behalf ------------------------------------------- of itself and the Seller Corporations, and Purchaser (i) have agreed to the allocation as of the Closing Date of the Aggregate Purchase Price among the Conveyed Subsidiaries and the Asset Selling Corporations as set forth in Schedule 2.9 (the “"Section 2.9(i) ------------ -------------- Allocation”") and (ii) shall agree prior to the Closing as set forth below on the allocation as of the Closing Date ---------- among the Purchased Assets sold by each Asset Selling Corporation of the Asset Purchase Price allocable to such Asset Selling Corporation as set forth in Schedule 2.9 (the “"Section 2.9(ii) Allocation” " and, together with the Section 2.9(i-------- -------------------------- 2.9 (i) Allocation, the “"Allocation”"). Each of the Seller Corporations on the ---------- one hand and Purchaser on the other shall (i) be bound by the Allocation for purposes of determining any Taxes; ; (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation; and (iii) take no position, and cause its Affiliates to take no Back to Contents position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by any taxing authority or Governmental Authorityauthority, the party receiving notice of the dispute shall promptly notify the other party hereto, and both Pfizer and Purchaser agree to use their best efforts to defend such Allocation in any audit or similar proceeding, and the matter shall be handled as a Tax Claim described in Section 7.4(i)(B). Each of the Seller Corporations and Purchaser acknowledge that the Section 2.9(i2.9 (i) Allocation was made done at arm’s 's length based upon a good faith determination estimate of fair market values. Pfizer and Purchaser agree that Purchaser shall be provided with a copy of Purchaser's proposed Section 2.9(ii) Allocation at least 25 Business Days prior choose an independent appraisal firm to Closing and, provided that Pfizer consents perform an appraisal to Purchaser's proposed Section 2.9(ii) Allocation (which consent shall not be unreasonably withheld), support the Section 2.9(ii) Allocation shall be made as specified in such allocation. If Pfizer does not consent to Purchaser's proposed Section 2.9(ii) Allocation, Pfizer and Purchaser shall use their best efforts to resolve all differences within 15 Business Days prior to Closing. If Pfizer and Purchaser are unable to resolve all differences within 15 Business Days prior to Closing, then any remaining disputed matters shall be submitted to American Appraisal (the "Allocation Arbiter") for the final and conclusive determination. The Allocation Arbiter shall determine (based solely on presentations by Pfizer and Purchaser and not by independent review) only those matters in dispute and shall render a written report within 3 days prior to the Closing as to the disputed matters and the resulting Section 2.9(ii) Allocation, and the Section 2.9(ii) Allocation shall be made as so agreed. Pfizer and Purchaser shall each pay one-half of all the costs incurred in connection with the engagement of the Allocation Arbiter. Working capital adjustments pursuant to Section 2.8 and other post-Closing adjustments, if any, to the Aggregate Purchase Price shall be allocated to the Conveyed Company or to the Asset Selling Corporation to which the adjustment relates, and shall be further allocated (if relevant for purposes of any applicable Law) to the assets to which the adjustment relates. The Aggregate Purchase Price allocation to such Conveyed Company or Asset Selling Corporation shall be correspondingly increased or decreased. Pfizer and Purchaser acknowledge that, in accordance with GAAP, the fair market value of the Purchased Assets is not less than the net book value of the Purchased Assets and that, in accordance therewith, if after all other adjustments to the Allocation are made the Allocation with respect to any Asset Selling Corporation when expressed in the relevant local currency at the rate of exchange used to determine Final Working Capital would otherwise be less than the local currency net book value determined in accordance with GAAP of the Purchased Assets of such Asset Selling Corporation as of the Closing Date, then the Allocation with respect to such Asset Selling Corporation shall be adjusted so that it is equal to such local currency net book value converted at the rate of exchange used to determine Final Working Capital and a corresponding adjustment shall be made to the Allocation pro rata with respect to Xxxxxx-Xxxxxxx Company and Grupo Xxxxxx Xxxxxxx Mexico, S. de X.X. De C.V. based on their relative Aggregate Purchase Price allocation.)

Allocation of the Aggregate Purchase Price. Pfizer, on behalf of itself and the Seller Corporations, and Purchaser (i) have agreed to the allocation as of the Closing Date of the Aggregate Purchase Price among the Conveyed Subsidiaries and the Asset Selling Corporations as 46 set forth in Schedule 2.9 (the “"Section 2.9(i) Allocation”") and (ii) shall agree prior to the Closing on (A) the portion of the Aggregate Purchase Price that shall be allocated to Howmedica Leibinger Inc. (the "Section 338(h)(10) Aggregate Purchase Price"), (B) an allocation of the Section 338(h)(10) Aggregate Purchase Price among the assets of Howmedica Leibinger Inc. (the "Section 2.9(ii)(B) Allocation") and (C) the portion of the Aggregate Purchase Price that shall be allocated to, and the allocation as of such portion among, the Closing Date among the Purchased Conveyed Assets sold by each Asset Selling Corporation of the Asset Purchase Price allocable to such Asset Selling Corporation as set forth in Schedule 2.9 Howmedica (the “"Section 2.9(ii2.9(ii)(C) Allocation” " and, together with the Section 2.9(i) Allocation and the Section 2.9(ii)(B) Allocation, the “"Allocation”"). Each of the Seller Corporations on the one hand and Purchaser on the other shall (i) be bound by the Allocation for purposes of determining any Taxes; , (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation; , and (iii) take no position, and cause its Affiliates to take no Back to Contents position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by any taxing authority or Governmental Authorityauthority, the party receiving notice of the dispute shall promptly notify 47 the other party hereto, and both Pfizer and Purchaser agree to use their best efforts to defend such Allocation in any audit or similar proceeding, hereto concerning the existence of the dispute and the matter shall be handled as a Tax Claim described in Section 7.4(i)(B)proposed resolution of the dispute. Each of the Seller Corporations and Purchaser acknowledge that the Section 2.9(i2.9 (i) Allocation was made done at arm’s 's length based upon a good faith determination estimate of fair market values. Pfizer and Purchaser agree that Purchaser shall choose an independent appraisal firm to perform an appraisal to support the Section 2.9(ii)(B) Allocation and the Section 2.9(ii)(C) Allocation. The cost of such appraisal firm shall be borne by Purchaser. Pfizer shall be provided with a copy of Purchaserthe appraiser's proposed Section 2.9(ii) Allocation report at least 25 Business Days 15 days prior to Closing and, provided that Pfizer consents to Purchaser's proposed Section 2.9(ii) Allocation the report (which consent shall not be unreasonably withheld), the Section 2.9(ii2.9(ii)(B) Allocation and the Section 2.9(ii)(C) Allocation each shall be made as specified in such allocationthe report. If Pfizer does not consent to Purchaserthe appraiser's proposed Section 2.9(ii) Allocationreport, Pfizer and Purchaser shall use their best efforts to resolve all differences within 15 Business Days mutually agree prior to Closing. If Pfizer and Purchaser are unable Closing on any changes to resolve all differences within 15 Business Days prior to Closing, then any remaining disputed matters shall be submitted to American Appraisal (the "Allocation Arbiter") for the final and conclusive determination. The Allocation Arbiter shall determine (based solely on presentations by Pfizer and Purchaser and not by independent review) only those matters in dispute and shall render a written report within 3 days prior made to the Closing as to the disputed matters and the resulting Section 2.9(ii) Allocation, report and the Section 2.9(ii2.9(ii)(B) Allocation and the Section 2.9(ii)(C) Allocation each shall be made as specified in the report as so agreedchanged. Pfizer and Purchaser shall each pay one-half of all Notwithstanding the costs incurred in connection with foregoing, the engagement parties agree that, for purposes of the Allocation ArbiterSection 2.9(ii)(C) Allocation, the amounts to be allocated for goodwill (defined for these purposes as 48 the value of trade or business attributable to the expectancy of continued customer patronage) of Howmedica International Inc., Howmedica GmbH and Howmedica Leibinger GmbH & Co. KG shall not be less than $40,000,000, $35,000,000 and $20,000,000, respectively. Working capital adjustments pursuant to Section 2.8 and other post-Closing adjustments, if any, to the Aggregate Purchase Price shall be allocated to the Conveyed Company Subsidiary (and its Subsidiaries) or to the Asset Selling Corporation to which the adjustment relates, and shall be further allocated (if relevant for purposes of any applicable Law) to the assets to which the adjustment relates. The Aggregate Purchase Price allocation to such Conveyed Company Subsidiary (or Subsidiary) or Asset Selling Corporation shall be correspondingly increased or decreased. Pfizer and Purchaser acknowledge that, in accordance with GAAP, the fair market value of the Purchased Assets is not less than the net book value of the Purchased Assets and that, in accordance therewith, if If after all other adjustments to the Allocation are made made, the Allocation with respect to any Asset Selling Corporation Corporation, when expressed in the relevant local currency at the rate of exchange used to determine Final Working Capital would otherwise be Capital, is less than the local currency net book value value, determined in accordance with GAAP GAAP, of the Purchased Conveyed Assets of such Asset Selling Corporation as of the Closing Date, then the Allocation with respect to such Asset Selling Corporation shall be adjusted so that it is equal to 49 such local currency net book value converted at the rate of exchange used to determine Final Working Capital and a corresponding adjustment shall be made to the Allocation pro rata with respect to Xxxxxx-Xxxxxxx Company and Grupo Xxxxxx Xxxxxxx Mexico, S. de X.X. De C.V. based on their relative Aggregate Purchase Price allocationHowmedica International Inc. will be made.