Purchase Price; Allocation of Purchase Price Sample Clauses
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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.
(b) As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), allocating the Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets and the Shares in accordance with Section 1060 of the Code and the principles and methodology set forth and illustrated in Section 2.08 of the Disclosure Schedule (the “Allocation Methodology”); provided that the parties may agree to amend or adjust such methodology to the extent that the parties mutually determine necessary to properly reflect the fair market value of the Purchased Assets and the Shares. If within 10 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement because it is inconsistent with the Allocation Methodology, Buyer and Seller shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of Buyer and Seller within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain Deloitte & Touche LLP (the “Accounting Referee”) to resolve the disputed items and the Accounting Referee shall determine an allocation that is most consistent with the Allocation Methodology. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by Buyer and Seller. If any Taxing Authority or other Governmental Authority requires a third party appraisal of all or part of the Purchased Assets or the Shares, Buyer shall bear the responsibility for obtaining such appraisal and the allocation set forth on the Allocation Statement shall be adjusted to the extent necessary to reflect the results of such app...
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 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) 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 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 a bank account (or accounts) as shall be designated in writing no later than one (1) day prior to the Closing Date by First American Title Insurance Company (“Disbursement Agent”), for further disbursement by Disbursement Agent in accordance with the provisions of 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 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 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 following February 1, 2013. Said remaining quarterly installments shall be payable on the first (1st) day of the calendar 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), ...
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. (a) The purchase price for the Purchased Assets (the “Purchase Price”) is $30,000,000 (Thirty Million Dollars), payable through an offset against some or all of Seller’s principal and interest payment obligations under the Note by way of a reduction in the amount of principal and accrued but unpaid interest under the Note, plus cash in the event the Purchase Price exceeds the principal amount of, and all accrued but unpaid interest on, the Note. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.09.
(b) As soon as practicable after the Closing (but no later than 90 days after the Closing), Buyer shall deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price (and any other items required to be treated as additional purchase price for U.S. federal income tax purposes) among the Purchased Assets in accordance with Section 1060 of the Code. If within 30 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain a nationally recognized accounting firm to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such accounting firm shall be borne equally by Buyer and Seller.
(c) Seller and Buyer agree to (i) be bound by the Allocation Statement and (ii) act in accordance with the Allocation Statement in the preparation, filing and audit of any Tax return (including, without limitation filing any Form 8594 required to be filed with its federal income Tax return for the taxable year that includes the date of the Closing).
(d) If (i) an adjustment is made with respect to the Purchase Price pursuant to Section 2.09 and/or (ii) the Closing Network Adjustment is not reflected in the Allocation Statement submitted by Buyer to Seller in accordance with Section 2.06(b), the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller to reflect such adjustment and/or the Closing Network Adjustment. In the event that an agreement is not reached withi...
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").