Common use of Purchase Price; Allocation of Purchase Price Clause in Contracts

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, the purchase price for the Purchased Assets is payable as follows: (i) Buyer shall pay to Parent at the Closing, for the benefit of Parent and the Sellers, the Closing Payment in cash, of which $250,000 was previously paid to Parent on March 21, 2012 as a deposit which Parent shall credit against the Closing Payment (the “Deposit”); (ii) Buyer shall pay to Parent up to a maximum of $2,500,000 of sales payments pursuant to and in accordance with Section 2.04 (the “Sales Payments”); and (iii) Buyer shall assume the Assumed Liabilities at the Closing. The Closing Payment, the Sales Payments and the Assumed Liabilities are collectively referred to herein as the “Purchase Price.” (b) At or prior to Closing, Buyer and Seller shall mutually agree on a proposed allocation of the Purchase Price, by country, and among the Purchased Assets by asset category (the “Agreed Upon Allocation”). Each of Parent, Buyer and each of their respective Affiliates shall (i) be bound by the Agreed-Upon Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Agreed-Upon Allocation. None of Parent, Buyer or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation in any Tax Return, in any Tax refund claim, in any Tax litigation or administrative proceeding, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation is disputed by any Taxation Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Parent agree to use their best efforts to defend such Agreed-Upon Allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreementadjustments set forth in Section 2.08, the purchase price for the Purchased Shares and the SAP Assets is payable shall be U.S.$628,000,000, less the Continuing Intercompany Indebtedness (as follows:defined in Section 2.04(c) below) (the "Purchase Price"). In addition, the Purchaser will cause the payment to Chemdal U.K. of an amount equal to U.S.$28,500,000 (the "Signing Premium") as consideration for entering into the Acrylic Acid Supply Agreement set forth in Section 5.15 of this Agreement (it being understood that the Signing Premium shall be non-refundable for any reason, including, without limitation, on account of an early termination of the Acrylic Acid Supply Agreement for any reason, including, without limitation, for any actual or alleged breach or nonperformance thereunder by Chemdal U.K.). (ib) Buyer shall pay to Parent at The sum of the Closing, for the benefit of Parent and the Sellers, the Closing Payment in cash, of which $250,000 was previously paid to Parent on March 21, 2012 as a deposit which Parent shall credit against the Closing Payment (the “Deposit”); (ii) Buyer shall pay to Parent up to a maximum of $2,500,000 of sales payments pursuant to and in accordance with Section 2.04 (the “Sales Payments”); and (iii) Buyer shall assume the Assumed Liabilities at the Closing. The Closing Payment, the Sales Payments Purchase Price and the Assumed Liabilities are collectively referred shall be allocated among the Shares and the SAP Assets as of the Closing Date in accordance with Exhibit 2.04(b) attached hereto. Any subsequent adjustments to herein as the “Purchase Price.” (b) At or prior to Closing, Buyer and Seller shall mutually agree on a proposed allocation sum of the Purchase Price, by country, Price and among Assumed Liabilities shall be reflected in the Purchased Assets by asset category (the “Agreed Upon Allocation”allocation hereunder in a manner consistent with Treasury Regulation 1.1060-1T(f). Each of ParentFor all Tax purposes, Buyer and each of their respective Affiliates shall (i) be bound by the Agreed-Upon Allocation for purposes of determining any TaxesPurchaser, Parent and (ii) prepare and file, and cause its Affiliates the Other Sellers agrees to prepare and file, its Tax Returns on report the transactions contemplated in this Agreement in a basis manner consistent with the Agreed-Upon Allocation. None terms of Parentthis Agreement, Buyer or their respective Affiliates shall take including the allocation under Exhibit 2.04(b), and to refrain from taking any position inconsistent with the Agreed-Upon Allocation therewith in any Tax Returnreturn, in any Tax refund claim, in any Tax litigation or administrative proceedinglitigation, or otherwise unless required otherwise. (c) No less than 10 days prior to the Closing Date, Parent shall deliver to the Purchaser a certificate signed by final determination by an applicable Taxation Authority. In the event that chief financial officer of Parent indicating the Agreed-Upon Allocation is disputed by amount of any Taxation Authority, outstanding intercompany Indebtedness (the party receiving notice "Continuing Intercompany Indebtedness") of the dispute shall promptly notify SAP Business that will exist as of the other party hereto, and Buyer and Parent agree to use their best efforts to defend such Agreed-Upon Allocation Closing Date (it being understood that there will be no Continuing Intercompany Indebtedness existing as of the Closing Date that by its terms cannot be prepaid in full or in part at any audit or similar proceedingtime without penalty).

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, the purchase price for the Purchased Assets is payable as follows: (i) Buyer shall pay to Parent at the Closing, for the benefit of Parent and shall pay to the Asset Sellers, by wire transfer to a bank account designated in writing by the Asset Sellers to the Parent at least two (2) Business Days prior to the Closing Payment in cashDate, of which an amount equal to $250,000 was previously paid to Parent on March 21, 2012 as a deposit which Parent shall credit against the Closing Payment 37,950,000 (thirty-seven million nine-hundred fifty-thousand dollars) (the “DepositCash Purchase Price”);, less the Adjustment Escrow Amount and less the Indemnity Escrow Amount in immediately available funds in United States dollars; and (ii) Buyer shall pay to Parent up to a maximum of $2,500,000 of sales payments pursuant to and in accordance with Section 2.04 (the “Sales Payments”); and (iii) Buyer shall assume the Assumed Liabilities at the Closing. The Closing Payment, the Sales Payments and the Assumed Liabilities are collectively referred to herein as the “Purchase Price.” (b) At or prior to Closing, Buyer and Seller shall mutually agree on a proposed The allocation of the Purchase Price, by country, and among the Purchased Assets by asset category Price shall be as set forth on Schedule 2.7(b) hereof (the “Agreed Agreed-Upon Allocation”). The Agreed-Upon Allocation shall be modified as appropriate and consistent with the principles of Schedule 2.7(b) to reflect adjustments pursuant to this Agreement and pursuant to the Escrow Agreement. Each of the Parent, Buyer Buyer, Seller and each of their respective Affiliates shall (i) be bound by the Agreed-Upon Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Agreed-Upon Allocation. None of the Parent, Buyer Buyer, Seller or their respective Affiliates shall take any position inconsistent with the Agreed-Upon Allocation Allocation, in any Tax Return, in any Tax refund claim, in any Tax litigation or administrative proceeding, or otherwise unless required by final determination by an applicable Taxation Authorityauthority. In the event that the Agreed-Upon Allocation is disputed by any Taxation Authorityauthority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer Buyer, Seller and the Parent agree to use their best efforts cooperate in good faith to defend such Agreed-Upon Allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreementadjustment set forth in Section 2.08, the purchase price for the Purchased Transferred Assets is payable as follows: shall be $500,000,000.00 (ifive hundred million) Buyer shall pay to Parent at the Closing, for the benefit of Parent and the Sellers, the Closing Payment in cash, of which $250,000 was previously paid to Parent on March 21, 2012 as a deposit which Parent shall credit against the Closing Payment (the “Deposit”); (ii) Buyer shall pay to Parent up to a maximum of $2,500,000 of sales payments pursuant to and in accordance with Section 2.04 (the “Sales Payments”); and (iii) Buyer shall assume the Assumed Liabilities at the Closing. The Closing Payment, the Sales Payments and the Assumed Liabilities are collectively referred to herein as the “Purchase Price.”) and the amount set forth on Schedule 2.04) (the “Accounts Payable Amount”). NYDOCS02/1012922.1 EXECUTION COPY (b) At or prior to Closing, Buyer and The Seller shall mutually agree on a proposed provide the Purchaser with an allocation of the Purchase PricePrice (together with the Accounts Payable Amount and the portion of the Assumed Liabilities, by countryif any, and that constitutes proceeds of disposition for U.S. federal income tax purposes) among the Purchased Transferred Assets by asset category (the “Agreed Upon Allocation”), which will comply with the requirements of Code Section 1060 and applicable Regulations promulgated thereunder. Each If the Purchaser does not provide any comments to the Seller in writing within ten (10) Business Days following delivery by the Seller of Parentthe Allocation, Buyer then the Allocation shall be deemed to be final and binding. If, however, the Purchaser submits comments to the Seller within such ten (10) Business Day period, the Seller shall in good faith consider such comments and negotiate with the Purchaser to resolve any differences prior to Closing. Except as otherwise provided below, or as required by Law, the Seller and the Purchaser shall report, act, and file all Tax Returns (including, but not limited to, IRS Form 8594 and all Tax Returns relating to Conveyance Taxes) in all respects and for all purposes consistent with the Allocation (as adjusted pursuant to the immediately preceding sentence); provided, however, that, unless the Purchaser has not provided any comments to the Seller, or to the extent the Seller and the Purchaser have agreed prior to the Closing to modify the Allocation, no more than $15 million of the Purchase Price (together with the Accounts Payable Amount and the portion of the Assumed Liabilities, if any, that constitutes proceeds of disposition for U.S. federal income tax purposes) shall be allocated to Transferred Assets held by Dow Entities organized in countries other than the United States; and, provided, further, that each of their respective Affiliates the Seller and the Purchaser shall (i) be bound by the Agreed-Upon Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates free to prepare and filefile I.R.S. Form 8594 (Asset Acquisition Statement) in a manner consistent with any Independent Valuation it receives. To the extent that there is any change in the proceeds of disposition for U.S. federal income or other relevant tax purposes subsequent to the Closing Date, its Tax Returns on each of the Seller and the Purchaser agree that such change shall be reflected in a basis manner consistent with the Agreed-Upon Allocation. None methodology used in otherwise determining the allocation of Parent, Buyer or their respective Affiliates shall take any position inconsistent with such proceeds among the Agreed-Upon Allocation in any Tax Return, in any Tax refund claim, in any Tax litigation or administrative proceeding, or otherwise unless required by final determination by an applicable Taxation Authority. In the event that the Agreed-Upon Allocation is disputed by any Taxation Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Parent agree to use their best efforts to defend such Agreed-Upon Allocation in any audit or similar proceedingTransferred Assets.

Purchase Price; Allocation of Purchase Price. The aggregate consideration for the Purchased Assets and, if appropriate, the covenants contained in Section 5.08, less the Employee Amounts (aas defined in Section 6.02), shall be One Million Six Hundred Thousand Dollars and No/100 ($1,600,000.00) Subject (the “Purchase Price”), along with the payments set forth in the Purchase and Sale Agreement, the stock options granted to Lxxxxx under the Employment Agreement, the assumption of the Assumed Liabilities, and the Commission (as defined below). Purchaser shall deduct from the Purchase Price any amounts required to be withheld and deducted under the Code or other applicable Tax Law. Any amounts so deducted shall be remitted by Purchaser to the appropriate Governmental Authority on a timely basis and shall be treated as delivered to Seller under this Agreement. The sum of the Purchase Price and the Assumed Liabilities shall be allocated among the Purchased Assets as owned by IBEX LLC and IBEX Corp. and, if appropriate, the covenants contained in Section 5.08 as of the Closing in accordance with Exhibit E (the “Allocation”). Any subsequent adjustments to the sum of the Purchase Price and Assumed Liabilities shall be reflected in the Allocation in a manner consistent with Section 1060 of the Code and the Regulations thereunder. For all Tax purposes, the Parties agree that the transactions contemplated in this Agreement shall be reported in a manner consistent with the terms and conditions of this Agreement, including the purchase price for the Purchased Assets is payable as follows: (i) Buyer shall pay to Parent at the Closing, for the benefit of Parent and the Sellers, the Closing Payment in cash, of which $250,000 was previously paid to Parent on March 21, 2012 as a deposit which Parent shall credit against the Closing Payment (the “Deposit”); (ii) Buyer shall pay to Parent up to a maximum of $2,500,000 of sales payments pursuant to and in accordance with Section 2.04 (the “Sales Payments”); and (iii) Buyer shall assume the Assumed Liabilities at the Closing. The Closing Payment, the Sales Payments and the Assumed Liabilities are collectively referred to herein as the “Purchase Price.” (b) At or prior to Closing, Buyer and Seller shall mutually agree on a proposed allocation of the Purchase Price, by countryAllocation, and among the Purchased Assets by asset category (the “Agreed Upon Allocation”). Each that none of Parent, Buyer and each of their respective Affiliates shall (i) be bound by the Agreed-Upon Allocation for purposes of determining any Taxes, and (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Agreed-Upon Allocation. None of Parent, Buyer or their respective Affiliates shall them will take any position inconsistent with the Agreed-Upon Allocation therewith in any Tax Return, in any Tax refund claim, in any Tax litigation or administrative proceedinglitigation, or otherwise unless required otherwise. Each of IBEX Corp. and Purchaser agrees to cooperate with the other in preparing IRS Form 8594, and to furnish the other with a copy of such form prepared in draft form within a reasonable period before its filing due date. For a period of eighteen (18) months following the Closing Date, but not thereafter, IBEX Corp. and Purchaser agree that IBEX Corp. will be entitled to a finder’s fee or commission to be paid by final determination by an applicable Taxation Authority. In Purchaser in the event that the Agreed-Upon Allocation is disputed by any Taxation Authority, the party receiving notice amount of fifteen percent (15%) of the dispute shall promptly notify actual revenues received by Purchaser for work on any study initiated prior to the other party heretoeighteen (18) month Closing Date anniversary, which fee or commission will not exceed $650,000 (hereinafter referred to as the “Commission”), in connection with previous business development efforts, bids, and Buyer proposals prepared and Parent agree submitted by IBEX Corp. for those prospective customers listed on Section 2.03 of the Disclosure Schedule (customer names redacted/coded). Further details of the prospective customers and general details about any previous bids and proposals prepared and submitted by IBEX Corp. (redacted or coded in an effort for IBEX Corp. to use their best efforts to defend such Agreed-Upon Allocation preserve confidentiality agreements or any confidential information contained therein), will be included in any audit or similar proceeding.Section 2.03