Common use of Purchase Price; Payments at the Closing Clause in Contracts

Purchase Price; Payments at the Closing. (a) The purchase price to be paid by Buyer to Seller for the Company Common Stock and the Transferred Assets, and the assumption of the Assumed Liabilities, shall be Fourteen Billion Two Hundred Million Dollars ($14,200,000,000) (the “Base Purchase Price”), subject to adjustment as provided in this Article II. (b) Not fewer than four (4) Business Days prior to the Closing, Seller shall deliver to Buyer a written statement (the “Closing Date Statement”) setting forth Seller’s good faith estimate of Closing Date Net Working Capital, calculated in the same manner as the Illustrative Closing Date Net Working Capital is calculated in Exhibit A (“Estimated Closing Date Net Working Capital”) and either (i) the amount, if any, by which such estimate exceeds Target Net Working Capital (any such amount, an “Estimated Working Capital Excess”) or (ii) the amount, if any, by which such estimate is less than Target Net Working Capital (any such amount, an “Estimated Working Capital Deficit”). Buyer shall have the opportunity to review all materials and information used by Seller in preparing such estimate, the Estimated Closing Cash Amount and the Estimated Closing Indebtedness Amount, and Seller shall make available such personnel as are reasonably necessary to assist Buyer in its review of the foregoing. (c) At the Closing, Buyer shall pay to Seller the Base Purchase Price, plus the amount of any Estimated Working Capital Excess or less the amount of any Estimated Working Capital Deficit (the “Closing Consideration Amount”). The Closing Consideration Amount shall be paid by wire transfer of immediately available funds to an account in New York, New York, which account shall be designated by Seller no fewer than five (5) Business Days prior to the Closing Date. (d) The Closing Date Statement shall, in addition to the adjustments set forth in Section 2.8(b), also include Seller’s good faith estimate of Closing Date Cash (the “Estimated Closing Cash Amount”) and Closing Date Indebtedness (the “Estimated Closing Indebtedness Amount”). If the Closing Date Statement indicates an Estimated Closing Cash Amount of greater than zero, the Closing Consideration Amount shall be increased by the amount of such excess. If the Closing Date Statement indicates an Estimated Closing Indebtedness Amount of greater than zero, the Closing Consideration Amount shall be decreased by the amount of such excess. Any adjustments made pursuant to this Section 2.8(d) shall be made without duplication of any adjustment made with respect to Closing Date Net Working Capital.

Purchase Price; Payments at the Closing. (a) The purchase price to be paid by Buyer to Seller for the Purchased Company Common Stock and the Transferred Assets, and the assumption of the Assumed Liabilities, Interests shall be Fourteen Billion Two Hundred Million Dollars seventy-five million dollars ($14,200,000,00075,000,000) (the “"Base Purchase Price”"), subject to adjustment as provided in this Article IIIII (the Base Purchase Price, as adjusted pursuant to Section 3.3 and Section 3.4, plus any Contingent Payment, the "Purchase Price"). (b) Not fewer than four (4) Business Days prior to the Closing, Seller shall deliver to Buyer a written statement (the “"Closing Date Statement”") setting forth Seller’s 's good faith estimate of Closing Date Net Working Capital, calculated in Cash (the same manner as the Illustrative Closing Date Net Working Capital is calculated in Exhibit A (“Estimated Closing Date Net Working Capital”) and either (i) the amount, if any, by which such estimate exceeds Target Net Working Capital (any such amount, an “Estimated Working Capital Excess”) or (ii) the amount, if any, by which such estimate is less than Target Net Working Capital (any such amount, an “Estimated Working Capital Deficit”). Buyer shall have the opportunity to review all materials and information used by Seller in preparing such estimate, the "Estimated Closing Cash Amount and Amount"), Closing Date Indebtedness (the "Estimated Closing Indebtedness Amount, ") and Seller shall make available such personnel as are reasonably necessary to assist Buyer in its review of Closing Date Company Transaction Expenses (the foregoing"Estimated Closing Date Company Transaction Expenses"). (c) At the Closing, Buyer shall pay pay, or cause to Seller be paid, to or as directed by Seller, the Closing Consideration Amount. "Closing Consideration Amount" means the Base Purchase Price, less (i) the Escrow Funds, plus (ii) the amount of any Estimated Working Capital Excess or Closing Cash Amount, less (iii) the amount of any Estimated Working Capital Deficit Closing Indebtedness Amount, less (iv) the “Estimated Closing Consideration Amount”)Date Company Transaction Expenses. The Closing Consideration Amount shall be paid by wire transfer of immediately available funds to an account in New York, New York, which or accounts designated by Seller. Such account or accounts shall be designated by Seller no fewer than five three (53) Business Days prior to the Closing Date. (d) The Closing Date Statement shall, in addition to the adjustments set forth in Section 2.8(b), also include Seller’s good faith estimate of Closing Date Cash (the “Estimated Closing Cash Amount”) and Closing Date Indebtedness (the “Estimated Closing Indebtedness Amount”). If the Closing Date Statement indicates an Estimated Closing Cash Amount of greater than zero, the Closing Consideration Amount shall be increased by the amount of such excess. If the Closing Date Statement indicates an Estimated Closing Indebtedness Amount of greater than zero, the Closing Consideration Amount shall be decreased by the amount of such excess. Any adjustments made pursuant to this Section 2.8(d) shall be made without duplication of any adjustment made with respect to Closing Date Net Working Capital.

Purchase Price; Payments at the Closing. (a) The purchase price to be paid by Buyer to Seller for the Company Common Stock and the Transferred Assets, and the assumption of the Assumed Liabilities, Interests shall be Fourteen Billion Two Hundred Million Dollars nine hundred fifty million dollars ($14,200,000,000950,000,000) (the “Base Purchase Price”), subject to adjustment as provided in this Article IIIII (the Base Purchase Price, as adjusted pursuant to Section 3.3 and Section 3.4, the “Purchase Price”). (b) Not fewer than four three (43) Business Days prior to the Closing, Seller shall deliver to Buyer a written statement (the “Closing Date Statement”) setting forth Seller’s good faith estimate of the Closing Date Net Working Capital, calculated in the same manner as the Illustrative Closing Date Net Working Capital is calculated in Exhibit A (“Estimated Closing Date Net Working Capital”) ), and either (i) the amount, if any, by which such estimate exceeds Target Net Working Capital (any such amount, an “Estimated Working Capital Excess”) or (ii) the amount, if any, by which such estimate is less than Target Net Working Capital (any such amount, an “Estimated Working Capital Deficit”). Buyer shall have the opportunity to review all materials and information used by Seller in preparing such estimate, the Estimated Closing Cash Amount and the Estimated Closing Indebtedness Amount, and Seller shall make available such personnel as are reasonably necessary to assist Buyer in its review of the foregoing. (c) At the Closing, Buyer shall pay to Seller the Base Purchase Price, plus the amount of any Estimated Working Capital Excess or less the amount of any Estimated Working Capital Deficit (the “Closing Consideration Amount”). The Closing Consideration Amount shall be paid by wire transfer of immediately available funds to an account in New York, New York, which account shall be designated by Seller no fewer than five (5) Business Days prior to the Closing Date. (d) The Closing Date Statement shall, in addition to the adjustments set forth in Section 2.8(b), shall also include Seller’s good faith estimate of Closing Date Cash (the “Estimated Closing Cash Amount”) and ), Closing Date Indebtedness (the “Estimated Closing Indebtedness Amount”) and Closing Date Company Transaction Expenses (the “Estimated Closing Date Company Transaction Expenses”). If the The Closing Date Statement indicates an Estimated Closing Cash Amount of greater than zero, shall describe in reasonable detail the Closing Consideration Amount shall be increased by the amount nature of such excess. If estimates, including the Closing Date Statement indicates an Estimated Closing Indebtedness Amount of greater than zero, basis for the Closing Consideration Amount shall be decreased by specific items involved and the amount of such excess. Any adjustments made pursuant to this Section 2.8(d) shall be made without duplication of any adjustment made with respect to Closing Date Net Working Capitaldollar amounts thereof.