Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.
Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:
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.
Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Shares and the Purchased Assets is equal to the Purchase Price. The Purchase Price shall be paid in accordance with Section 2.09 (subject to Section 2.13) and shall be subject to adjustment as provided in Section 2.11.
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”).
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).
Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets (the “Purchase Price”) is:
Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Amended Agreement, in consideration for the sale and transfer of the Battery Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser shall pay, or cause to be paid, to Seller (or, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Battery Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) an amount of cash equal to Two Billion Dollars ($2,000,000,000) (the “Unadjusted Purchase Price”) plus (A)(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 (B) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (C) the amount equal to the Closing Transaction Expenses, minus (D) the Pension Plan Purchase Price Adjustment (the Unadjusted Purchase Price, so adjusted, the “Purchase Price”).
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”.
Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets (the "PURCHASE PRICE") is $10,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.05.
