Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price.
(b) No later than five days prior to the Closing, Abbott shall provide Guidant with an allocation of the Purchase Price by country based on an estimate of the fair market values of the Shares and Purchased Assets (the “Estimated Country Allocation”). As soon as practicable, and in any event not later than five days prior to (i) the latest date required by applicable Law and (ii) seventy days after the Closing, Abbott shall provide for Guidant’s review and comments (A) an allocation of the Purchase Price among the Shares and the Purchased Assets by country based on the fair market values of such Shares and Purchased Assets (the “Country Allocation”), and (B) if required by applicable Law, an allocation by asset category within a particular country (the “In...
Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets, the equity interests of New Parent and the Shares, subject to the adjustment set forth in Section 2.09, shall be an amount (the “Purchase Price”) equal to (i) US$2,113,400,000 in cash, plus (ii) the Estimated Working Capital Adjustment Amount, minus (iii) the Estimated Closing Date Indebtedness, plus (iv) the Estimated Closing Date Cash (or, to the extent that Estimated Closing Date Cash is a negative number, minus such amount), minus (v) any amounts in respect of Failed Site Property Values and Failed Site Operational Values, as applicable, pursuant to Section 5.28.
(b) As soon as commercially reasonably possible after the Determination Date, but in no event later than one hundred and eighty (180) days after the Closing Date, Seller shall prepare and deliver to Buyer, for Buyer’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed), an allocation of the final Purchase Price (plus the amount of Assumed Liabilities and Liabilities of the Purchased Companies, in each case, to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the Purchased Assets and the Shares and a further allocation, to the extent required by Law, of the amounts allocated to any Subsidiaries classified as pass-through entities for U.S. federal income tax purposes among the assets of such entities, consistent with the procedures in Section 2.09 and in accordance with applicable Law (the “Allocation Statement”). If Buyer does not object to the Allocation Statement within thirty (30) Business Days after receipt, the Allocation Statement shall be final and binding on the Parties. If Buyer does object to the Allocation Statement within such period, Seller shall make any changes reasonably requested by Buyer. Promptly after any adjustment to the amount of the Purchase Price, including pursuant to Article VI and Article IX, the Parties shall negotiate in good faith to mutually agree to appropriate revisions to the Allocation Statement, in accordance with the principles and procedures of this Section 2.07(b). The Parties agree that they will not, and will not permit any of their respective Affiliates to, take a position (except as required pursuant to any order of a Governmental Authority) on any Tax Return (including, but not limited to, Internal Revenue Service Form 8594) or in any audit or examination before any Governmental Authority that is in any way inconsi...
Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration for the sale and transfer of the Auto Care Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) (i) the Stock Consideration plus (ii) an amount of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000) (the “Unadjusted Cash Purchase Price”) plus (B)(i) if the Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Modified Working Capital minus the Working Capital Upper Target or (ii) if the Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Modified Working Capital minus the Working Capital Lower Target plus (C) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (D) the amount equal to the Closing Transaction Expenses, plus (E) the Share Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F), above, the “Cash Purchase Price” and items (i) and (ii), collectively, the “Purchase Price”.
(b) As used in this Agreement, the “Estimated Cash Purchase Price” shall mean an amount in cash equal to the Unadjusted Cash Purchase Price plus (A)(i) if the Estimated Modified Working Capital is greater than the Working Capital Upper Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Upper Target or (ii) if the Estimated Modified Working Capital is less than the Working Capital Lower Target, the amount equal to the Estimated Modified Working Capital minus the Working Capital Lower Target, plus (B) the amount, which may be positive or negative, equal to the Estimated Closing Net Indebtedness, minus (C) the amount equal to the Estimated Closing Transaction Expenses, plus (D) the Share Adjustment Amount plus (E) the VWAP Adjustment Amount. For pu...
Purchase Price; Allocation of Purchase Price. On the terms and subject to the conditions set forth in this Agreement, Buyer shall, on its own behalf and as agent for the relevant Designated Buyers, as consideration for the Purchased Assets, in addition to the assumption by Buyer of the Assumed Liabilities and the Credit Release, issue and deliver to Alpha Natural Resources the following (together with the Credit Release, the “Purchase Price”):
(i) 10,000,000 shares of the Buyer’s common stock, par value $0.01 per share (“Buyer Common Stock”), representing 100% of the issued and outstanding Buyer Common Stock (after giving effect to the Buyer Common Stock Redemption) (the “Buyer Purchase Price Common Stock”);
(ii) warrants to acquire 810,811 shares of Buyer Common Stock, substantially in the form attached as Exhibit K hereto (the “Buyer Warrants”);
(iii) a promissory note or loan substantially in the form attached as Exhibit L hereto (the “Buyer Takeback Paper”); and
(iv) a promissory note substantially in the form attached as Exhibit M hereto (the “GUC Distribution Note” and, together with the Buyer Purchase Price Common Stock, the Buyer Warrants and the Buyer Takeback Paper, the “Buyer Securities”). The Purchase Price shall be delivered as provided in Section 2.10(a) and will be subject to adjustment as set forth in Section 2.11. For the avoidance of doubt, under no circumstances shall Buyer or any of its Affiliates be obligated to pay cash in satisfaction of the Purchase Price, except as may be required by Section 2.11.
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) The aggregate consideration payable for the Shares and the Purchased Assets shall consist of the sum of (A) the Premium (as adjusted pursuant to Section 2.10), plus (B) the product of (1) Final Book Value multiplied by (2) the Fixed Exchange Rate, plus (C) the assumption of the Assumed Liabilities (collectively, the “Purchase Price”). At the Closing the Purchaser shall pay to Deutsche Bank an amount in cash equal to the sum of (A) the Premium (as reduced by the delivery of Purchaser Common Stock pursuant to Section 2.11), less (B) the product of (1) the Holdback Amount multiplied by (2) the Fixed Exchange Rate, plus (C) the product of (1) the Estimated Book Value multiplied by (2) the Fixed Exchange Rate (such amount being the “Closing Date Cash Payment”).
(b) The Purchase Price and any subsequent adjustments to the Purchase Price shall be allocated among the Shares and the Purchased Assets in accordance with Section 1060 of the Code, the Regulations issued thereunder and Schedule 2.04(b) (the “Allocation Method”). Not less than five (5) Business Days before the Closing Date, Deutsche Bank shall deliver to the Purchaser a proposed allocation of the Closing Date Cash Payment and each Local Closing Date Cash Payment, which proposed allocation shall be consistent with Schedule 2.04(b). Except as otherwise required by applicable Law or pursuant to a “determination” under Section 1313(a) of the Code (or any comparable provision of state, local, or non-United States law), the Purchaser and Deutsche Bank agree that the transactions contemplated in this Agreement will be reported for all Tax purposes in a manner consistent with the terms of this Agreement, including Schedule 2.04(b) and the allocation under this Section 2.04(b) (to the extent agreed to by the Parties pursuant to Section 2.04(c)), and that neither of them (nor any of their Affiliates) will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation or otherwise.
(c) Within 60 days after the Closing Date, Deutsche Bank will provide to the Purchaser a copy of its proposed allocation of the Purchase Price and each Local Purchase Price among the Purchased Assets and the Shares in a manner consistent with Schedule 2.04(b) (the “Proposed Allocation”). If the Purchaser disputes the Proposed Allocation, the Purchaser will give Deutsche Bank a written notice of such dispute (the “Allocation Dispute Notice”) within 30 days after receipt of the Proposed Allocation se...
Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration of the transfer of Assets under Section 2.01, Purchaser on its own behalf and, as applicable, as agent for its designated Subsidiaries, shall (i) assume and become obligated to pay, perform and discharge the Assumed Liabilities and (ii) pay to Seller an amount of cash (the “Purchase Price”) equal to U.S.$230,000,000 (the “Base Purchase Price”), as adjusted in accordance with Sections 2.03(c) and 2.04(b).
(b) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by Purchaser to Seller at the Closing pursuant to Section 2.07, Seller shall prepare and deliver, not less than five Business Days before the Closing Date, a good faith estimate of the Working Capital as of the Closing Date (such estimated amount, the “Estimated Working Capital”), which shall be reasonably acceptable to the Purchaser.
(c) As used in this Agreement, the “Estimated Purchase Price” shall mean an amount equal to the Base Purchase Price plus an amount equal to the Estimated Working Capital Adjustment (which may be positive or negative).
Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Subject Shares is $325,000,000 in cash (the “Base Purchase Price”) plus the amount of payments, if any, to be paid by Purchaser pursuant to the provisions set forth in Exhibit A upon the terms and conditions set forth therein (together with the Base Purchase Price, the “Purchase Price”). The Base Purchase Price shall be paid as provided in Section 1.09, and the Base Purchase Price shall be subject to adjustment as provided in Section 1.10.
(b) The Base Purchase Price shall be allocated to the Purchased Assets and the Subject Shares as set forth in the statement attached hereto as Schedule III (the “Allocation Statement”). If an adjustment is made with respect to the Base Purchase Price pursuant to Section 1.10, the Allocation Statement shall be adjusted consistent therewith.
Purchase Price; Allocation of Purchase Price. Subject to the adjustments set forth in Section 2.06, the purchase price for the Shares shall be $67,000,000 (the "Purchase Price").
Purchase Price; Allocation of Purchase Price. (a) Subject to the adjustments set forth in Section 2.07, the purchase price for the Purchased Assets shall be $165,100,000 (the “Purchase Price”).
(b) The Purchaser and the Seller shall, in good faith, use reasonable commercial efforts to, within 120 days after the date of Closing, reach an agreement as to the allocation of the sum of the Purchase Price and the Assumed Liabilities among the Purchased Assets (including the assets in Canada) (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. If the Purchaser and the Seller have agreed on an Allocation, then the Purchaser and the Seller shall each file IRS Form 8594 consistent with the Allocation and neither the Seller nor the Purchaser will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. If the Purchaser and the Seller cannot agree on an Allocation, each party may report an Allocation that, in its sole discretion, is consistent with Section 1060 of the Code and the Regulations thereunder.
