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

Purchase Price; Allocation of Purchase Price. (a) At the Closing, Purchaser shall pay to Seller a cash amount equal to U.S.$956,099,550 plus the aggregate cash amount received after the date hereof by Seller in connection with the exercise of Seller Stock Options and Seller Restricted Shares, minus any taxes withheld pursuant to Section 2.03(c), minus the aggregate cash amount paid after the date hereof by Seller to redeem or repurchase any Seller Shares, Seller Restricted Shares or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof (the "PURCHASE PRICE") plus the Transfer Taxes payable by Seller or any of its Affiliates as a result of the consummation of the transactions contemplated by this Agreement, in immediately available funds to one or more bank accounts designated by Seller no later than two (2) Business Days before the Closing. (b) Seller and Purchaser shall jointly prepare an allocation of the sum of the Purchase Price and the Assumed Liabilities among the Assets and the Business and the statutory jurisdictions in which the Assets reside in a schedule to be completed on or prior to the Closing Date. Each of Purchaser and Seller shall report the income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation. Except as otherwise required by applicable Law, neither Purchaser nor Seller shall take a position inconsistent with such allocations on any Tax Return or similar filing. Each of Seller and Purchaser shall reasonably cooperate with the other in preparing for filing any statements required by any Governmental Authority charged with the collection of any income Tax, including Dutch Corporate Income and other Tax forms and filings related to the transactions contemplated by this Agreement, a reasonable period before its filing due date. If Seller and Purchaser cannot agree on a joint allocation within 30 Business Days following the Closing Date, Purchaser and Seller shall refer the matter for resolution to independent accountants, the decision of which shall be binding on Seller and Purchaser. The costs, fees and expenses of the independent accountants shall be borne by (1) Seller if the net resolution of the disputed items favors Purchaser, (2) Purchaser if the net resolution of the disputed items favor Seller, and (3) otherwise equally by Purchaser and Seller. (c) The Purchaser shall withhold and pay to the applicable Taxing authority any income or capital gains withholding taxes required to be withheld on Purchase Price payments with respect to the transactions contemplated by the Agreement.

Purchase Price; Allocation of Purchase Price. (a) At The purchase price (the Closing, Purchaser shall pay to Seller a cash "Purchase Price") for the Purchased Assets is the sum of (i) an amount equal to U.S.$956,099,550 plus the aggregate cash amount received after value of the date hereof by inventory as determined in accordance with Section 2.06 (the "Inventory Purchase Price"), (ii) the Petty Cash at each Store and (xxx) (the "Fixed Assets Purchase Price"), which Seller and Buyer agree represents the net book value of the fixed assets and other tangible property referred to in connection with Section 2.01(c) and (y) $1,350,000 (the exercise "Premium") in respect of Seller Stock Options the balance of the Purchased Assets. (b) The Buyer shall pay the Petty Cash at each Store, the Xxxxd Assets Purchase Price and Seller Restricted Shares, minus any taxes withheld 90% of the Initial Inventory Price at Closing pursuant to Section 2.03(c2.08(a), minus and the aggregate cash amount balance, if any, of the Inventory Purchase Price shall be paid as provided in the last two sentences of Section 2.06(a). Buyer shall pay the Premium to Seller within 30 calendar days after the date hereof Closing Date. Each such payment shall be made in immediately available funds by wire transfer to an account of Seller with a bank in New York City designated by Seller to redeem (or repurchase any Seller Sharesif not so designated, Seller Restricted Shares then by certified or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof (the "PURCHASE PRICE") plus the Transfer Taxes official bank check payable by Seller or any of its Affiliates as a result of the consummation of the transactions contemplated by this Agreement, in immediately available funds to one or more bank accounts designated by Seller no later than two the order of Seller). If not paid within 30 calendar days after the Closing Date (such thirtieth day, "Day 30"), the Premium shall bear interest from and including the calendar day next succeeding Day 30 to but excluding the date of payment at a rate per annum equal to 2) Business Days before % over the Closing. (b) Seller LIBOR Rate as published in the Wall Street Journal, Eastern Edition in effect from time to time during the period from the day after Day 30 to the date of payment. Such interest shall be payable at the same time as the Premium and Purchaser shall jointly prepare an allocation be calculated daily on the basis of the sum a year of the Purchase Price 365 days and the Assumed Liabilities among the Assets and the Business and the statutory jurisdictions in which the Assets reside in a schedule to be completed on or prior to the Closing Date. Each actual number of Purchaser and Seller shall report the income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation. Except as otherwise required by applicable Law, neither Purchaser nor Seller shall take a position inconsistent with such allocations on any Tax Return or similar filing. Each of Seller and Purchaser shall reasonably cooperate with the other in preparing for filing any statements required by any Governmental Authority charged with the collection of any income Tax, including Dutch Corporate Income and other Tax forms and filings related to the transactions contemplated by this Agreement, a reasonable period before its filing due date. If Seller and Purchaser cannot agree on a joint allocation within 30 Business Days following the Closing Date, Purchaser and Seller shall refer the matter for resolution to independent accountants, the decision of which shall be binding on Seller and Purchaser. The costs, fees and expenses of the independent accountants shall be borne by (1) Seller if the net resolution of the disputed items favors Purchaser, (2) Purchaser if the net resolution of the disputed items favor Seller, and (3) otherwise equally by Purchaser and Sellerdays elapsed. (c) The Purchaser As soon as practicable after the Closing Date, Seller shall withhold and pay deliver to Buyer a statement (the "Allocation Statement"), allocating the Purchase Price (plus Assumed Liabilities) among the Purchased Assets in accordance with Section 1060 of the Code. Buyer shall have a period of 10 business days after the delivery of the Allocation Statement to present in writing to Seller notice of any reasonable objections Buyer may have to the applicable Taxing authority allocation set forth in the Allocation Statement. Unless Buyer timely objects, the Allocation Statement shall be binding on the parties without further adjustment. If Buyer shall raise any income or capital gains withholding taxes required objections within the 10-day period, Buyer and Seller shall negotiate in good faith and use their best effort to resolve such dispute. If the parties fail to resolve the dispute within 7 days after the delivery of Buyer's notice, then the disputed items shall be withheld on Purchase Price payments with respect to resolved by a nationally recognized accounting firm (the transactions contemplated "Accounting Referee") jointly retained by the Agreement.Seller

Purchase Price; Allocation of Purchase Price. (a) At the ClosingSubject only to any adjustment that may occur in accordance with Section 2.7, Purchaser Buyer shall pay to Seller a cash amount equal to U.S.$956,099,550 plus Sellers on the aggregate cash amount received after Closing Date the date hereof by Seller in connection with the exercise sum of Seller Stock Options and Seller Restricted Shares, minus any taxes withheld pursuant to Section 2.03(cEleven Million Six Hundred Thousand Dollars ($11,600,000) (“Closing Payment”), minus the aggregate cash amount paid after the date hereof by Seller to redeem or repurchase any Seller Shares, Seller Restricted Shares or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof (the "PURCHASE PRICE") plus the Transfer Taxes payable by Seller or any of its Affiliates as a result of the consummation of the transactions contemplated by this Agreement, in immediately available funds to one or more bank accounts designated by Seller no later than two (2) Business Days before the Closing. (b) Seller In addition to the Closing Payment, Buyer will also pay to Sellers (i) an additional sum of Eleven Million Five Hundred Thousand Dollars ($11,500,000) (“Contingent Purchase Price”) and Purchaser (ii) an additional sum of One Million Dollars ($1,000,000) (“Milestone Payment”), on the terms set forth below. (i) The Contingent Purchase Price will be paid quarterly to Sellers in sixteen (16) equal installments of approximately Seven Hundred Eighteen Thousand Seven Hundred Fifty Dollars ($718,750) beginning with the first such payment to be made on or before December 31, 2011 and ending with the last such payment to be made on or before September 30, 2015 (the period from October 1, 2011 through September 30, 2015 shall jointly prepare an allocation hereinafter be referred to as the “Contingent Payment Period”). Notwithstanding the immediately preceding sentence, no portion of the Contingent Purchase Price will be due and owing to Sellers for any period of time during the Contingent Payment Period that any pharmaceutical dosage product (other than any authorized generic product introduced by Buyer, its Affiliates or by any third party with the approval, consent or aid of Buyer and/or its Affiliates) that is AB-rated to Product (“AB-Rated Competitive Product”) is approved and commercially available for sale in the United States, and the total amount of the Contingent Purchase Price otherwise due hereunder to Sellers will be reduced in proportion to the amount of time during the Contingent Payment Period that any such AB-Rated Competitive Product is commercially available in the United States. If any AB-Rated Competitive Product is available to the commercial market in the United States during only a portion of any calendar quarter occurring during the Contingent Payment Period, the Contingent Purchase Price payment otherwise due to Sellers on or before the end of such calendar quarter shall be prorated so that Sellers are paid that fraction of the Contingent Purchase Price payment due on or before the end of such calendar quarter which bears the same proportion as the fraction of such calendar quarter during which such AB-Rated Competitive Product is not commercially available in the United States. (ii) Buyer will pay Sellers the Milestone Payment if Buyer’s net sales of Product during any twelve-month period occurring during the Contingent Payment Period exceeds $15,000,000. The Milestone Payment will be made by Buyer to Sellers within forty five (45) days of the end of the first such twelve-month period that elapses and will be paid only once. For the purposes of the Milestone Payment, “net sales of Product” shall mean gross sales of Product less wholesalers fees and discounts and product rebates, and gross sales of Product shall mean Product billed to customers (including, without limitation, any distributors or wholesalers) by Buyer or anyone on behalf of Buyer. (c) The Purchase Price shall be allocated by Sellers and their Affiliates among the Purchased Assets as of the Closing Date in accordance with Section 1060 of the Code and specifically as set forth on Exhibit F (the “Allocation”). Any subsequent adjustments to the sum of the Purchase Price and the Assumed Liabilities among shall be reflected in the Assets Allocation by Sellers and the Business and the statutory jurisdictions in which the Assets reside in a schedule to be completed on or prior to the Closing Date. Each of Purchaser and Seller shall report the income and other tax consequences of the transactions contemplated by this Agreement their Affiliates in a manner consistent with Section 1060 of the Code. Sellers and Buyer undertake and agree timely to file any information that may be required to be filed pursuant to Section 1060 of the Code and shall use the Allocation in connection with the preparation of IRS Form 8594 as such allocation. Except as otherwise required form relates to the transaction contemplated by applicable Law, neither Purchaser nor Seller shall take a position inconsistent with such allocations on any Tax Return or similar filingthis Agreement. Each of Seller Sellers and Purchaser shall reasonably Buyer agree to cooperate with the other in preparing for filing any statements required by any Governmental Authority charged IRS Form 8594, and to furnish the other with the collection a copy of any income Tax, including Dutch Corporate Income and other Tax forms and filings related to the transactions contemplated by this Agreement, such Form prepared in draft form within a reasonable period before its filing due date. If Seller For all Tax purposes, Sellers and Purchaser cannot Buyer agree on a joint allocation within 30 Business Days following the Closing Date, Purchaser and Seller shall refer the matter for resolution to independent accountants, the decision of which shall be binding on Seller and Purchaser. The costs, fees and expenses of the independent accountants shall be borne by (1) Seller if the net resolution of the disputed items favors Purchaser, (2) Purchaser if the net resolution of the disputed items favor Seller, and (3) otherwise equally by Purchaser and Seller. (c) The Purchaser shall withhold and pay to the applicable Taxing authority any income or capital gains withholding taxes required to be withheld on Purchase Price payments with respect to that the transactions contemplated by this Agreement shall be reported in a manner consistent with the terms of this Agreement, including the Allocation, and that neither of them will take, nor will either permit its Affiliates to take, any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. In the event that the Allocation is disputed by any Governmental Authority having jurisdiction over the assessment, determination, collection, or other imposition of any Taxes, the party receiving notice of the dispute shall promptly notify the other party hereto, and Sellers and Buyer agree to use their commercially reasonable efforts to defend such Allocation in any audit or similar proceeding.

Purchase Price; Allocation of Purchase Price. (a) At the Closing, Purchaser shall pay to Seller a cash amount equal to U.S.$956,099,550 plus the aggregate cash amount received after the date hereof by Seller in connection with the exercise of Seller Stock Options and Seller Restricted Shares, minus any taxes taxe s withheld pursuant to Section 2.03(c), minus the aggregate cash amount paid after the date hereof by Seller to redeem or repurchase any Seller Shares, Seller Restricted Shares or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof (the "PURCHASE PRICE"“Purchase Price ”) plus the Transfer Taxes payable by Seller or any of its Affiliates as a result of the consummation of the transactions contemplated by this Agreement, in immediately available funds to one or more bank accounts designated by Seller no later than two (2) Business Days before the Closing. (b) Seller and Purchaser shall jointly prepare an allocation of the sum of the Purchase Price and the Assumed Liabilities among the Assets and the Business and the statutory jurisdictions in which the Assets reside in a schedule to be completed on or prior to the Closing Date. Each of Purchaser and Seller shall report the income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation. Except as otherwise required by applicable Law, neither Purchaser nor Seller shall take a position inconsistent with such allocations on any Tax Return or similar filing. Each of Seller and Purchaser shall reasonably cooperate with the other in preparing for filing any statements required by any Governmental Authority charged with the collection of any income Tax, including Dutch Corporate Income and other Tax forms and filings related to the transactions contemplated by this Agreement, a reasonable period before its filing due date. If Seller and Purchaser cannot agree on a joint allocation within 30 Business Days following the Closing Date, Purchaser and Seller shall refer the matter for resolution to independent accountants, the decision of which shall be binding on Seller and Purchaser. The costs, fees and expenses of the independent accountants shall be borne by (1) Seller if the net resolution of the disputed items favors Purchaser, (2) Purchaser if the net resolution of the disputed items favor Seller, and (3) otherwise equally by Purchaser and Seller. (c) The Purchaser shall withhold and pay to the applicable Taxing authority any income or capital gains withholding taxes required to be withheld on Purchase Price payments with respect to the transactions contemplated by the Agreement.

Purchase Price; Allocation of Purchase Price. (a) At Subject to any adjustments pursuant to Section 2.03(b), the Closingpurchase price for the Assets (excluding the purchase price for Sellers' Owned Real Property, which is specified in, and shall be paid pursuant to the terms and subject to the conditions of, Sellers' Real Property Agreements) (the "Purchase Price"), shall consist of the following: (i) an amount (the "Base Purchase Price") equal to the sum of (A) $25,000,000 plus (B) the aggregate amount, if any, by which the Base Purchase Price is to be increased as of the Closing Date pursuant to Section 5.10 (the Purchaser shall pay a portion of this cash amount directly to Seller Nationsbank of Tennessee, N.A. and any other lenders of the Sellers (other than lessors) who have liens on the Assets (the "Lenders") in an amount sufficient to pay all of the Sellers' loan obligations to the Bank and such other lenders (the "Payoff Amounts")); (ii) 100,000 Common Shares (the "RBA Shares") of RBA (appropriately adjusted for any stock dividend, split or combination prior to the Closing Date); (iii) Warrants (the "Warrants") to purchase 400,000 Common Shares of RBA (appropriately adjusted for any stock dividend, split or combination prior to the Closing Date), in substantially the form of Exhibit F, exercisable until the second anniversary of the Closing Date hereof at an exercise price per share equal to the closing price of the Common Shares on the New York Stock Exchange on the date of this Agreement (or, if not a cash Business Day, on the immediately preceding Business Day); and (iv) an amount equal to U.S.$956,099,550 plus the aggregate cash amount received after prepaid rent, prepaid expenses and deposits transferred to Purchaser, as set forth on Schedule to be provided in a Schedule by the date hereof by Seller in connection with Sellers to the exercise of Seller Stock Options and Seller Restricted SharesPurchaser three business days before the Closing Date, minus any taxes withheld pursuant subject to Section 2.03(c), minus adjustment until the aggregate cash amount paid after the date hereof by Seller to redeem or repurchase any Seller Shares, Seller Restricted Shares or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof Closing (the "PURCHASE PRICEPrepaids") plus the Transfer Taxes payable by Seller or any of its Affiliates as a result of the consummation of the transactions contemplated by this Agreement, in immediately available funds to one or more bank accounts designated by Seller no later than two (2) Business Days before the Closing). (b) Seller and If any election under 5.10 is made by the Purchaser shall jointly prepare an allocation of three Business Days prior to the sum of Closing, the Purchase Price shall be increased by the aggregate Book Value (set forth in Schedule 3.08) of any Seller-owned Tangible Personal Property purchased by the Purchaser as a result of such election and the Assumed Liabilities among aggregate amount of any prepaid rent, security or similar deposits made by the Assets and the Business and the statutory jurisdictions in which the Assets reside in a schedule to be completed on or prior Sellers under any Leases assigned to the Closing Date. Each Purchaser as a result of Purchaser and Seller shall report the income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation. Except as otherwise required by applicable Lawelection (which prepaid rent, neither Purchaser nor Seller shall take a position inconsistent with such allocations on any Tax Return security or similar filing. Each of Seller and Purchaser deposits shall reasonably cooperate with the other in preparing for filing any statements required by any Governmental Authority charged with the collection of any income Tax, including Dutch Corporate Income and other Tax forms and filings related be assigned to the transactions contemplated by this Agreement, a reasonable period before its filing due datePurchaser). If Seller and With respect to any such Tangible Personal Property transferred to the Purchaser cannot agree on a joint allocation within 30 Business Days following after the Closing Dateor any such Leases assumed by the Purchaser after Closing, Purchaser and Seller shall refer the matter for resolution to independent accountants, the decision of which such additional amounts shall be binding on Seller and Purchaser. The costs, fees and expenses of the independent accountants shall be borne by (1) Seller if the net resolution of the disputed items favors Purchaser, (2) Purchaser if the net resolution of the disputed items favor Seller, and (3) otherwise equally by Purchaser and Sellerpaid after Closing in accordance with Section 5.10. (c) The Purchaser parties agree that, for U.S. Tax purposes, the Purchase Price shall withhold be allocated as of the Closing Date among the Assets in accordance with Schedule 2.03(c) and pay Internal Revenue Code Section 1060 and Treasury Regulations thereunder and they shall file such Tax returns and forms as required reflecting such allocation of the Purchase Price. Any subsequent adjustments to the applicable Taxing authority any income or capital gains withholding taxes required to be withheld on Purchase Price payments pursuant to Section 2.03(b) shall be reflected in the allocation hereunder in a manner consistent with respect to the transactions contemplated by the AgreementTreasury Regulation Section 1.1060-1T(f). No party hereto shall file any Tax return or form or take a position with a Tax authority that is inconsistent with such allocation.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the sale and transfer of the Purchased Assets (“Purchase Price”) shall be in U.S. dollars and shall be (i) Thirty-Seven Million Dollars ($37,000,000.00), plus (ii) the Inventory Value (as determined in Section 2.7(a) below) and the Book Value of the Acquired Accounts Receivable of Sellers, minus (iii) the aggregate dollar amount of the Post-Petition Payables and the Accrued Expenses; provided, however, the Post-Petition Payables and Accrued Expenses shall be calculated and determined in the same manner as the Statement of Current Assumed Liabilities attached to the Balance Sheet. (b) At the Closing, Purchaser shall pay deliver the Purchase Price as follows: (i) the lesser of Fifty-Five Million Dollars ($55,000,000.00) or the Purchase Price, in cash, by wire transfer of immediately available federal funds to Seller a cash amount equal bank account (or accounts) as shall be designated in writing no later than one (1) day prior to U.S.$956,099,550 plus the aggregate cash amount received after the date hereof Closing Date by Seller First American Title Insurance Company (“Disbursement Agent”), for further disbursement by Disbursement Agent in connection accordance with the exercise provisions of Seller Stock Options and Seller Restricted Shares, minus any taxes withheld pursuant to Section 2.03(c), minus the aggregate cash amount paid after the date hereof by Seller to redeem or repurchase any Seller Shares, Seller Restricted Shares or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof (the "PURCHASE PRICE") plus the Transfer Taxes payable by Seller or any of its Affiliates as a result of the consummation of the transactions contemplated by this Agreement, which amount shall be reduced by the amount of the Good Faith Deposit paid to Sellers as a credit against the Purchase Price in immediately available funds accordance with Section 2.8(b); and (ii) if the Purchase Price exceeds Fifty-Five Million Dollars, such excess shall be evidenced by a promissory note in the original principal amount of such excess, bearing interest at 8% per annum, payable in eight (8) equal quarterly installments of principal (plus accrued interest to one the date of each payment), with no prepayment penalties. Notwithstanding the due dates described in the previous sentence, for any quarterly installments that are otherwise due and payable during the calendar year 2012 and during the month of January 2013, payment of such quarterly installments shall be deferred until February 1, 2013, whereupon all such deferred payments (with interest accrued thereon) shall be due and payable. The remaining quarterly installments shall continue and shall be due and payable commencing with the then next regularly-scheduled quarterly installment then due on or more bank accounts designated by Seller no later than two following February 1, 2013. Said remaining quarterly installments shall be payable on the first (21st) Business Days before day of the Closingcalendar month of the applicable quarter. By way of example, if Closing occurs in May 2012, then quarterly installments would otherwise be due September 1, 2012 (deferred to February 1, 2013 as described above), December 1, 2012 (deferred to February 1, 2013 as described above), March 1, 2013, June 1, 2013, September 1, 2013, December 1, 2013, March 1, 2014, with the remainder of principal and accrued interest then due and payable (in full) on the second anniversary of the Closing Date (the “Purchase Note”). The Purchase Note shall be governed in accordance with Georgia law and shall be subject to the Intercreditor Agreement and the Guaranty. (bc) Seller Purchaser and Purchaser shall jointly prepare an allocation of the sum of Sellers agree that the Purchase Price and the applicable Assumed Liabilities among shall be allocated in accordance with Section 1060 of the Assets Code and the Business regulations thereunder and the statutory jurisdictions in which the Assets reside in a Schedule 2.6(c) hereof (such schedule to be completed on or determined jointly by Purchaser and Sellers prior to the Closing DateClosing). Each of Purchaser and Seller shall report the income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation. Except as otherwise required by applicable Law, neither Purchaser nor Seller shall take a position inconsistent with such allocations on any Tax Return or similar filing. Each of Seller and Purchaser shall reasonably cooperate with Sellers agrees to provide the other in preparing for filing promptly with any statements other information required by any Governmental Authority charged with the collection of any income Tax, including Dutch Corporate Income and other Tax forms and filings related to the transactions contemplated by this Agreement, a reasonable period before its filing due datecomplete Schedule 2.6(c). If Seller and Purchaser cannot agree on a joint Such allocation within 30 Business Days following the Closing Date, Purchaser and Seller shall refer the matter for resolution to independent accountants, the decision of which shall be binding on Seller Purchaser and Purchaser. The costsSellers for all purposes, fees including the reporting of gain or loss and expenses determination of basis for income tax purposes, and each of the independent accountants shall parties hereto agrees that it will file a statement (on IRS Form 8594 or other applicable form) setting forth such allocation with its federal and applicable state income tax returns and will also file such further information or take such further actions as may be borne by (1) Seller if necessary to comply with the net resolution Treasury Regulations that have been promulgated pursuant to Section 1060 of the disputed items favors Purchaser, (2) Purchaser if the net resolution of the disputed items favor Seller, Code and (3) otherwise equally by Purchaser similar applicable state Laws and Sellerregulations. (c) The Purchaser shall withhold and pay to the applicable Taxing authority any income or capital gains withholding taxes required to be withheld on Purchase Price payments with respect to the transactions contemplated by the Agreement.

Purchase Price; Allocation of Purchase Price. (a) At The purchase price for the Closingpurchase of the Purchased Assets shall be $650 million (the "Purchase Price"). The Closing Date Cash Amount shall be the Purchase Price less the sum of the following: (v) the Closing Date Estimated Capital Lease Obligations (as set forth in a schedule delivered by Sellers to Buyer at least five (5) Business Days prior to the Closing Date), Purchaser shall pay (w) any portion of the Laker Prepayment Amount not paid by Sellers prior to Seller the Closing Date, (x), the Closing Date Vacation Liability Estimated Amount (as set forth in a cash amount equal schedule delivered by Sellers to U.S.$956,099,550 plus Buyer at least five (5) Business Days prior to the aggregate cash amount received after Closing Date), (y) the date hereof Closing Date Bonus Liability Estimated Amount (as set forth in a schedule delivered by Seller in connection with Sellers to Buyer at least five (5) Business Days prior to the exercise Closing Date), and (z) any portion of Seller Stock Options and Seller Restricted Shares, minus any taxes withheld the A&P Grant not expended by Sellers pursuant to Section 2.03(c), minus 5.01(q) prior to the aggregate cash amount paid after the date hereof by Seller to redeem or repurchase any Seller Shares, Seller Restricted Shares or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof (the "PURCHASE PRICE") plus the Transfer Taxes payable by Seller or any of its Affiliates as a result of the consummation of the transactions contemplated by this Agreement, in immediately available funds to one or more bank accounts designated by Seller no later than two (2) Business Days before the ClosingClosing Date. (b) Seller and Purchaser shall jointly prepare an The allocation of the sum of the Purchase Price plus the adjustments to such amount prescribed by Sections 2.09, 2.10, 2.11 and 2.12 shall be determined pursuant to an appraisal report in form and substance satisfactory to Sellers and Buyer, drafts of which, including the Assumed Liabilities among the Assets and the Business and the statutory jurisdictions in which the Assets reside in a schedule final draft, are to be completed on or prior delivered simultaneously to Buyer and Sellers (the "Appraisal Report") prepared by Bond & Pecaro. The cost of the Appraisal Report shall be paid one-half by Buxxx xxd one-half by Sellers. Buyer and Sellers hereby covenant and agree that the values assigned to the Closing DatePurchased Assets in the final Appraisal Report shall be conclusive and final for all Tax purposes subject to adjustment for any indemnification payments made pursuant to this Agreement. Each of Purchaser Buyer and Seller shall report the income Sellers further covenant and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation. Except as otherwise required by applicable Law, neither Purchaser nor Seller shall agree not to take a any position inconsistent with such allocations on any Tax Return or similar filing. Each of Seller and Purchaser shall reasonably cooperate with the other in preparing for filing any statements required by before any Governmental Authority charged with the collection of any income TaxTaxes or in any judicial proceeding that is in any way inconsistent with the allocation determined by the Appraisal Report, including Dutch Corporate Income and other Tax forms and filings related except to the transactions contemplated extent required by this Agreement, a reasonable period before its filing due dateany Governmental Authority. If Seller Buyer and Purchaser cannot agree on a joint allocation within 30 Business Days following Sellers shall file with their respective federal income tax returns for the tax year in which the Closing Date, Purchaser occurs an IRS Form 8824 (and Seller shall refer an IRS Form 8594) in a manner consistent with the matter for resolution to independent accountants, the decision of which shall be binding on Seller and Purchaser. The costs, fees and expenses of the independent accountants shall be borne by (1) Seller if the net resolution of the disputed items favors Purchaser, (2) Purchaser if the net resolution of the disputed items favor Seller, and (3) otherwise equally by Purchaser and SellerAppraisal Report. (c) The Purchaser shall withhold and pay to the applicable Taxing authority any income or capital gains withholding taxes required to be withheld on Purchase Price payments with respect to the transactions contemplated by the Agreement.

Purchase Price; Allocation of Purchase Price. (a) At the Closing, Purchaser shall pay to Seller a cash amount equal to U.S.$956,099,550 plus the aggregate cash amount received after the date hereof by Seller in connection with the exercise of Seller Stock Options and Seller Restricted Shares, minus any taxes withheld pursuant to Section 2.03(c), minus the aggregate cash amount paid after the date hereof by Seller to redeem or repurchase any Seller Shares, Seller Restricted Shares or Seller Stock Options or in respect of any dividend or distribution on Seller Shares declared after the date hereof (the "PURCHASE PRICEPurchase Price") plus the Transfer Taxes payable by Seller or any of its Affiliates as a result of the consummation of the transactions contemplated by this Agreement, in immediately available funds to one or more bank accounts designated by Seller no later than two (2) Business Days before the Closing. (b) Seller and Purchaser shall jointly prepare an allocation of the sum of the Purchase Price and the Assumed Liabilities among the Assets and the Business and the statutory jurisdictions in which the Assets reside in a schedule to be completed on or prior to the Closing Date. Each of Purchaser and Seller shall report the income and other tax consequences of the transactions contemplated by this Agreement in a manner consistent with such allocation. Except as otherwise required by applicable Law, neither Purchaser nor Seller shall take a position inconsistent with such allocations on any Tax Return or similar filing. Each of Seller and Purchaser shall reasonably cooperate with the other in preparing for filing any statements required by any Governmental Authority charged with the collection of any income Tax, including Dutch Corporate Income and other Tax forms and filings related to the transactions contemplated by this Agreement, a reasonable period before its filing due date. If Seller and Purchaser cannot agree on a joint allocation within 30 Business Days following the Closing Date, Purchaser and Seller shall refer the matter for resolution to independent accountants, the decision of which shall be binding on Seller and Purchaser. The costs, fees and expenses of the independent accountants shall be borne by (1) Seller if the net resolution of the disputed items favors Purchaser, (2) Purchaser if the net resolution of the disputed items favor Seller, and (3) otherwise equally by Purchaser and Seller. (c) The Purchaser shall withhold and pay to the applicable Taxing authority any income or capital gains withholding taxes required to be withheld on Purchase Price payments with respect to the transactions contemplated by the Agreement.