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

Purchase Price; Allocation of Purchase Price. (a) Subject to the adjustments set forth in Section 2.08, the purchase price for the Shares and the SAP Assets shall be U.S.$628,000,000, less the Continuing Intercompany Indebtedness (as 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.). (b) The sum of the Purchase Price and the Assumed Liabilities 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 the sum of the Purchase Price and Assumed Liabilities shall be reflected in the allocation hereunder in a manner consistent with Treasury Regulation 1.1060-1T(f). For all Tax purposes, each of the Purchaser, Parent and the Other Sellers agrees to report the transactions contemplated in this Agreement in a manner consistent with the terms of this Agreement, including the allocation under Exhibit 2.04(b), and to refrain from taking any position inconsistent therewith in any Tax return, in any refund claim, in any litigation, or otherwise. (c) No less than 10 days prior to the Closing Date, Parent shall deliver to the Purchaser a certificate signed by the chief financial officer of Parent indicating the amount of any outstanding intercompany Indebtedness (the "Continuing Intercompany Indebtedness") of the SAP Business that will exist as of the 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 time without penalty).

Purchase Price; Allocation of Purchase Price. (a) Subject to the adjustments adjustment set forth in Section 2.08, the purchase price for the Shares and the SAP Transferred Assets shall be U.S.$628,000,000, less the Continuing Intercompany Indebtedness $500,000,000.00 (as defined in Section 2.04(c) belowfive hundred million) (the "“Purchase Price"”) and the amount set forth on Schedule 2.04) (the “Accounts Payable Amount”). 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.).NYDOCS02/1012922.1 EXECUTION COPY (b) The sum Seller shall provide the Purchaser with an allocation of the Purchase Price (together with the Accounts Payable Amount and the portion of the Assumed Liabilities Liabilities, if any, that constitutes proceeds of disposition for U.S. federal income tax purposes) among the Transferred Assets (the “Allocation”), which will comply with the requirements of Code Section 1060 and applicable Regulations promulgated thereunder. If the Purchaser does not provide any comments to the Seller in writing within ten (10) Business Days following delivery by the Seller of the Allocation, then the Allocation shall be allocated among deemed to be final and binding. If, however, the Shares 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 SAP Assets 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 of 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 Date in accordance with Exhibit 2.04(b) attached hereto. Any subsequent adjustments to modify the sum Allocation, no more than $15 million of the Purchase Price (together with the Accounts Payable Amount and the portion of the Assumed Liabilities Liabilities, if any, that constitutes proceeds of disposition for U.S. federal income tax purposes) shall be reflected allocated to Transferred Assets held by Dow Entities organized in countries other than the allocation hereunder United States; and, provided, further, that each of the Seller and the Purchaser shall be free to prepare and file I.R.S. Form 8594 (Asset Acquisition Statement) in a manner consistent with Treasury Regulation 1.1060-1T(f)any Independent Valuation it receives. For all Tax purposesTo 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, each of the Purchaser, Parent Seller and the Other Sellers agrees to report the transactions contemplated in this Agreement Purchaser agree that such change shall be reflected in a manner consistent with the terms of this Agreement, including methodology used in otherwise determining the allocation under Exhibit 2.04(b), and to refrain from taking any position inconsistent therewith in any Tax return, in any refund claim, in any litigation, or otherwiseof such proceeds among the Transferred Assets. (c) No less than 10 days prior to the Closing Date, Parent shall deliver to the Purchaser a certificate signed by the chief financial officer of Parent indicating the amount of any outstanding intercompany Indebtedness (the "Continuing Intercompany Indebtedness") of the SAP Business that will exist as of the 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 time without penalty).

Purchase Price; Allocation of Purchase Price. (a) Subject to the adjustments set forth terms and conditions of this Agreement, in Section 2.08consideration for the Transferred Assets, Purchaser shall (i) assume and shall pay, perform and discharge, when due, the purchase price for Assumed Liabilities, and (ii) pay to Seller an amount of cash equal to (A) $80,000,000, minus (B) the Shares and Net Working Capital Shortfall (if any, as finally determined pursuant to Section 2.06), plus (C) the SAP Assets shall be U.S.$628,000,000Net Working Capital Surplus (if any, less the Continuing Intercompany Indebtedness (as defined in finally determined pursuant to Section 2.04(c) below2.06) (the "resulting calculation of items (A) through (C), 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.”). (b) The sum Within one hundred and twenty (120) days of the Purchase Price and the Assumed Liabilities 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 the sum of the Purchase Price and Assumed Liabilities shall be reflected in the allocation hereunder in a manner consistent with Treasury Regulation 1.1060-1T(f). For all Tax purposes, each of the Purchaser, Parent and the Other Sellers agrees to report the transactions contemplated in this Agreement in a manner consistent with the terms of this Agreement, including the allocation under Exhibit 2.04(b), and to refrain from taking any position inconsistent therewith in any Tax return, in any refund claim, in any litigation, or otherwise. (c) No less than 10 days prior to the Closing Date, Parent Seller shall deliver to Purchaser for Purchaser’s review and comment a draft certificate which shall reasonably allocate the Purchase Price, the Assumed Liabilities and any other amounts properly treated as consideration for U.S. federal income tax purposes in accordance with the Allocation Laws (the “Allocation Certificate”). Unless Purchaser a certificate signed by the chief financial officer of Parent indicating notifies Seller in writing within thirty (30) days thereof that Purchaser considers the amount allocated not to be in accordance with the Allocation Laws, Purchaser shall be deemed to have agreed to the Allocation Certificate as prepared by Seller. The Parties shall negotiate in good faith to resolve any disagreement as to the Allocation Certificate, which shall become final upon written agreement of the Parties. If the Parties do not agree on an allocation in the sixty (60) days following the date Seller received Purchaser’s written notice, the Parties shall submit the dispute with respect to the Allocation Certificate to the Accounting Firm. The Accounting Firm will determine the allocation of its fees and expenses between Purchaser and Seller based on the inverse of the percentage that the Accounting Firm’s resolution of the disputed items (before such allocation) bears to the total amount of the disputed items as originally submitted to the Accounting Firm. For example, if the total amount of the disputed items as originally submitted to the Accounting Firm equal $1,000 and the Accounting Firm awards $600 in favor of Seller’s position, 60% of the fees and expenses of the Accounting Firm would be borne by Purchaser and 40% of the fees and expenses of the Accounting Firm would be borne by Seller. If the Purchase Price is adjusted pursuant to this Agreement, the final Allocation Certificate shall be adjusted as appropriate and the Parties shall cooperate in making any outstanding intercompany Indebtedness (such adjustments. Except as otherwise required by a final determination within the "Continuing Intercompany Indebtedness"meaning of section 1313(a) of the SAP Business that will exist Code (or comparable provision of state, local or non-U.S. Law), neither Purchaser nor Seller shall (and neither Party shall permit its respective Affiliates to) take a position inconsistent with the Allocation Certificate (as of finally agreed or as finally determined by the Closing Date independent accountant), including on any Tax Return or filings (it being understood that there will including any forms required to be no Continuing Intercompany Indebtedness existing as of filed pursuant to the Closing Date that by its terms cannot be prepaid in full Allocation Laws, or in part at connection with any time without penaltyaudits or examinations by any Governmental Authority). Each of Seller and Purchaser shall reasonably cooperate with each other in preparing IRS Form 8594 or any equivalent statements required by any Governmental Authority charged with the collection of any income Tax for filing, including any amendments to such forms required as a result of any adjustment to the Purchase Price pursuant to this Agreement, within a reasonable period before its filing due date.

Purchase Price; Allocation of Purchase Price. (a) Subject to the adjustments set forth in Section 2.08, the The purchase price for the Shares Purchased Assets and for the SAP Assets shall be U.S.$628,000,000performance by the Seller, less the Continuing Intercompany Indebtedness (as defined in Section 2.04(c) below) (the "Purchase Price")3R and Xx. 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 Xxxx under this Agreement (it being understood that the Signing Premium shall be non-refundable for any reason, including, without limitation, on account the covenants contained in Section 5.08) (the ”Purchase Price”) shall consist of and be payable as follows: (i) On the Closing Date, the Purchaser shall pay to the Seller (subject to Section 2.03(d)) an early termination amount equal to U.S. $[***] less the amount, if any, to be paid to BTI in consideration for the tangible personal assets, if any, to be purchased by the Purchaser pursuant to the BTI Agreement, provided, however, that, if the aggregate depreciated book value of the Acrylic Acid Supply Agreement Purchased Assets described in Section 2.01(a)(iv), as reflected on the Seller’s or BTI’s balance sheet, as the case may be, as of the Closing Date (to be prepared by the Seller and BTI on or prior to the Closing Date in accordance with Korean GAAP on a basis consistent with the past practices of the Seller or BTI, as the case may be, and converted into U.S. Dollars at then-prevailing exchange rates), exceeds U.S. $1,500,000, then the Purchaser shall pay to the Seller, at the Closing, an additional amount equal to the amount by which the aggregate depreciated book value of the Purchased Assets described in Section 2.01(a)(iv) exceeds U.S. $1,500,000; it being agreed and understood that, if the Seller or BTI, as the case may be, in good faith is unable to prepare such balance sheets on or before the Closing, the parties shall in good faith agree upon a reasonable estimate of such depreciated book value for purposes of the Closing and shall confirm such depreciated book value and, if necessary, reconcile any reasonadditional payment as soon as practicable after the Closing; and (ii) The Purchaser shall retain U.S. $[***] (the ”Holdback Amount”) and, includingpursuant to Section 2.07, without limitation, for any actual shall pay the Seller (subject to Section 2.03(d)) a portion or alleged breach or nonperformance thereunder by Chemdal U.K.)all of such amount on such dates as specified in Section 2.07. (b) The sum Purchaser shall pay, on or before 180 days after the Closing Date, to the Seller (subject to Section 2.03(d)) U.S. $[***] if and only if the Contingent Payment Condition is satisfied on or before 5:00 p.m. (Seoul, Korea time) on the date [***] from the Closing Date. For purposes of this Agreement, the ”Contingent Payment Condition” shall be satisfied at such time as [***]. (c) The Purchase Price set forth in Section 2.03(a)(i), and the Assumed Liabilities (ii) shall be allocated among the Shares Purchased Assets and the SAP Assets covenants contained in Section 5.08 as of the Closing Date in accordance with Exhibit 2.04(b) attached hereto. Any subsequent adjustments an allocation to be mutually agreed upon before the sum of Closing (the Purchase Price and Assumed Liabilities shall be reflected in the allocation hereunder in a manner consistent with Treasury Regulation 1.1060-1T(f”Allocation”). For all Tax purposes, each of the Purchaser, Parent Purchaser and the Other Sellers agrees Seller agree to report the transactions contemplated in this Agreement in a manner consistent with the terms of this Agreement, including the allocation under Exhibit 2.04(b)Allocation, and to refrain from taking that neither the Seller nor the Purchaser shall take any position inconsistent therewith in any Tax returnReturn, in any refund claim, in any litigation, or otherwise. (cd) No less than 10 days Any and all payments made to the Seller pursuant to Section 2.03(a)(i), 2.03(a)(ii) or 2.03(b) shall be used promptly by the Seller to pay obligations owed to creditors of the Seller; prior to any payments to the Seller pursuant to Sections 2.03(a)(i), 2.03(a)(ii) or 2.03(b), the Seller shall present to the Purchaser for approval, which approval shall not be unreasonably withheld or delayed, a list of such creditors and the amounts to be paid to each such creditor, provided that part or all of the payments pursuant to Sections 2.03(a)(i) shall first be used to pay each Key Employee who has accepted the Purchaser’s offer of employment any and all amounts (to the extent not already paid), including salary and bonuses, owed by the Seller or its Affiliates to such Key Employees through the Closing Date; provided, Parent shall deliver further, that the Purchaser may pay such creditors or Key Employees directly instead of making any such payments to the Purchaser a certificate signed by the chief financial officer of Parent indicating the amount of Seller and any outstanding intercompany Indebtedness (the "Continuing Intercompany Indebtedness") of the SAP Business that will exist as of the Closing Date (it being understood that there and all such payments to such creditors or Key Employees will be no Continuing Intercompany Indebtedness existing as of credited towards the Closing Date that by its terms cannot be prepaid in full or in part at any time without penalty)Purchase Price.

Purchase Price; Allocation of Purchase Price. (a) Subject to The aggregate consideration for the adjustments set forth Purchased Assets and, if appropriate, the covenants contained in Section 2.08, the purchase price for the Shares and the SAP Assets shall be U.S.$628,000,0005.08, less the Continuing Intercompany Indebtedness Employee Amounts (as defined in Section 2.04(c) below6.02), shall be One Million Six Hundred Thousand Dollars and No/100 ($1,600,000.00) (the "“Purchase Price"”). In addition, along with 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 payments set forth in Section 5.15 the Purchase and Sale Agreement, the stock options granted to Lxxxxx under the Employment Agreement, the assumption of this Agreement the Assumed Liabilities, and the Commission (it being understood that as defined below). Purchaser shall deduct from the Signing Premium Purchase Price any amounts required to be withheld and deducted under the Code or other applicable Tax Law. Any amounts so deducted shall be non-refundable for any reason, including, without limitation, remitted by Purchaser to the appropriate Governmental Authority 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.). (b) 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 Shares Purchased Assets as owned by IBEX LLC and IBEX Corp. and, if appropriate, the SAP Assets covenants contained in Section 5.08 as of the Closing Date in accordance with Exhibit 2.04(b) attached heretoE (the “Allocation”). Any subsequent adjustments to the sum of the Purchase Price and Assumed Liabilities shall be reflected in the allocation hereunder Allocation in a manner consistent with Treasury Regulation 1.1060-1T(f)Section 1060 of the Code and the Regulations thereunder. For all Tax purposes, each of the Purchaser, Parent and the Other Sellers agrees to report Parties agree that the transactions contemplated in this Agreement shall be reported in a manner consistent with the terms of this Agreement, including the allocation under Exhibit 2.04(b)Allocation, and to refrain from taking that none of them will take any position inconsistent therewith in any Tax returnReturn, in any refund claim, in any litigation, or 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 (c18) No less than 10 days prior to months following the Closing Date, Parent shall deliver but not thereafter, IBEX Corp. and Purchaser agree that IBEX Corp. will be entitled to the a finder’s fee or commission to be paid by Purchaser a certificate signed by the chief financial officer of Parent indicating in the amount of any outstanding intercompany Indebtedness fifteen percent (the "Continuing Intercompany Indebtedness"15%) of the SAP Business that actual revenues received by Purchaser for work on any study initiated prior to the eighteen (18) month Closing Date anniversary, which fee or commission will exist not exceed $650,000 (hereinafter referred to as the “Commission”), in connection with previous business development efforts, bids, and proposals prepared and submitted by IBEX Corp. for those prospective customers listed on Section 2.03 of the Closing Date Disclosure Schedule (it being understood that there 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 preserve confidentiality agreements or any confidential information contained therein), will be no Continuing Intercompany Indebtedness existing as of the Closing Date that by its terms cannot be prepaid included in full or in part at any time without penalty).Section 2.03

Purchase Price; Allocation of Purchase Price. (a) Subject to the post-Closing adjustments set forth in Section 2.082.10, the purchase price for the Shares and the SAP Purchased Assets shall be U.S.$628,000,000Eighty Five Million Dollars ($85,000,000) in cash minus, less dollar-for-dollar, the Continuing Intercompany Indebtedness (as defined in Section 2.04(c) below) Non-Assumed Liabilities Payments (the "Purchase Price"). In additionAfter the Closing, the Non-Assumed Liabilities Payments, if any, shall be made by the Purchaser will cause out of the payment Indemnity Escrow Amount. The Purchaser shall also deduct from the Purchase Price (including any amounts payable under Section 2.10) any amounts required to Chemdal U.K. of an amount equal be withheld and deducted under the Tax Code or other applicable Tax Law. Any amounts so deducted shall be remitted by the Purchaser to U.S.$28,500,000 (the "Signing Premium") appropriate Governmental Authority on a timely basis. Except as consideration for entering into the Acrylic Acid Supply Agreement otherwise set forth herein or in Section 5.15 of this Agreement (it being understood that the Signing Premium Escrow Agreement, the Purchaser's Deposit and all earnings thereon shall be non-refundable for any reason, including, without limitation, on account of an early termination of paid to the Acrylic Acid Supply Agreement for any reason, including, without limitation, for any actual or alleged breach or nonperformance thereunder Sellers at Closing and deducted from the amount payable by Chemdal U.K.)Purchaser at Closing. (b) The sum of the Purchase Price and the Assumed Liabilities shall be allocated among the Shares and the SAP Purchased Assets as of the Closing Date as mutually determined by the Sellers and the Purchaser in accordance with Exhibit 2.04(b) attached heretothe Tax Code (the "Allocation"). Any subsequent adjustments to the sum of the Purchase Price and Assumed Liabilities shall be reflected in the allocation hereunder Allocation in a manner consistent with Treasury Regulation 1.1060-1T(f)section 1060 of the Tax Code and the Regulations thereunder. For all Tax purposes, each of the Purchaser, Parent Purchaser and the Other Sellers agrees to report agree that the transactions contemplated in by this Agreement shall be reported in a manner consistent with the terms of this Agreement, including the allocation under Exhibit 2.04(b)Allocation, and to refrain from taking that neither of them will take any position inconsistent therewith in any Tax returnReturn, in any refund claim, in any litigation, or otherwise. (c) No less than 10 days prior to . Each of the Closing Date, Parent shall deliver to Sellers and the Purchaser agrees to cooperate with the other in preparing IRS form 8594 and to furnish the other with a certificate signed by the chief financial officer copy of Parent indicating the amount of any outstanding intercompany Indebtedness (the "Continuing Intercompany Indebtedness") of the SAP Business that will exist as of the Closing Date (it being understood that there will be no Continuing Intercompany Indebtedness existing as of the Closing Date that by such form prepared in draft form within a reasonable period before its terms cannot be prepaid in full or in part at any time without penalty)filing due date.