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

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 within 20 days after the determination of the Final Network Adjustment, any disputed items shall be resolved in the manner described in Section 2.06(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (e) Not later than 30 days prior to the filing of any Form 8594 relating to this transaction required to be filed, the party filing such form shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets and the Shares is $260,000,000 in cash (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 ‎Section 2.08 (subject to ‎Section 2.07‎(b)) and shall be subject to adjustment as provided in Section 2.09‎Section 2.11. (a) At the Closing, an amount equal to the China Consideration shall be converted to Chinese renminbi in accordance with ‎Section 13.13 and thereafter such converted amount shall be deposited with the Escrow Agent into the Escrow Account. The Escrow Account shall be held and disbursed by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement. (b) As soon The Purchase Price and the fair market value of the Assumed Liabilities shall be allocated to the Purchased Assets and the Shares as practicable after set forth in the Closing (but no later than 90 days after the Closing), Buyer shall deliver to Seller a statement attached hereto as Exhibit B (the “Allocation Statement”), which shall include (i) a specific allocation with respect to the Purchased Assets, ClosetMaid Corporation and each Purchased Foreign Subsidiary and (ii) an agreement as to the methodology that Buyer and Seller shall use to determine the fair market value, for Canadian Tax purposes, of the Assumed Liabilities assumed by Canadian Buyer in connection with this Agreement. (c) As promptly as practicable after the Closing, but not later than 120 days after the Closing Date, Buyer shall deliver a statement allocating the Purchase Price “aggregate deemed sales price” (as such term is defined in Treasury Regulations Section 1.338-4) with respect to ClosetMaid Corporation and any other items required to be treated as additional purchase price for U.S. federal income tax purposes) among the Purchased Assets Clarison Inc. in accordance with the Treasury Regulations promulgated under Section 1060 338(h)(10), consistent with the allocation of Purchase Price set forth on the CodeAllocation Statement, adjusted as necessary pursuant to ‎Section 2.07(e) (the “338(h)(10) Allocation Statement”). If If, within 30 20 days after the delivery of the 338(h)(10) Allocation Statement Statement, Seller notifies Buyer in writing that Seller objects to the any allocation set forth in the Allocation Statementthereon, Buyer and Seller shall use commercially reasonable efforts negotiate in good faith to resolve such dispute within 20 daysobjection. In the event that Buyer and Seller are unable to resolve such dispute within 20 daysdays following Seller’s notification of such objection, Buyer and Seller shall jointly retain a nationally recognized accounting firm an Accounting Referee to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the 338(h)(10) Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such accounting firm the Accounting Referee shall be borne (i) by Seller if the Accounting Referee determines less than 50% of the allocations in favor of Seller, (ii) by Buyer if the Accounting Referee determines less than 50% of the allocations in favor of Buyer and (iii) by Buyer and Seller equally by if the Accounting Referee determines the allocations evenly between 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) ‎Section 2.11 or otherwise, any adjustment shall be allocated to the Closing Network Adjustment is not reflected in shares of ClosetMaid Corporation, unless otherwise agreed by Buyer and Seller, and the Allocation Statement submitted by Buyer to Seller in accordance with Section 2.06(b)(and, if applicable, the 338(h)(10) Allocation Statement Statement) shall be adjusted in accordance with Section 1060 of a manner consistent therewith. If the Code and as mutually agreed by 338(h)(10) Allocation Statement is adjusted pursuant to this ‎Section 2.07(e), Buyer and Seller to reflect such adjustment and/or the Closing Network Adjustment. In the event that shall file an agreement is not reached within 20 days after the determination of the Final Network Adjustment, any disputed items shall be resolved in the manner described in Section 2.06(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement amended IRS Form 8883 as adjusted in the manner described in Section 2.06(c)required. (e) Not later than 30 days prior to Buyer and Seller shall, and shall cause their respective Subsidiaries to, file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the filing of any Form 8594 relating to this transaction Allocation Statement and the 338(h)(10) Allocation Statement, absent a Final Determination that an alternative allocation is required to be filed, the party filing such form shall deliver to the other party a copy of its Form 8594by Applicable Law.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Shares and the Purchased Assets (is equal to 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 accordance with Section 2.07 2.09 (subject to Section 2.13) and shall be subject to adjustment as provided in Section 2.092.11. (b) As soon The Purchase Price (together with the relevant Assumed Liabilities and other relevant amounts) shall be allocated to the Purchased Assets and the Purchased Shares as practicable after set forth in the Closing statement attached hereto as Exhibit C (but no later than the “Master Allocation Statement”). Buyer and Seller shall, and shall cause their respective Affiliates to, file all Tax Returns (including amended returns and claims for refunds) and information reports relating to the Business or the transactions contemplated by Article 2 of this Agreement in a manner consistent with the Master Allocation Statement, absent a Final Determination that an alternative allocation is required by Applicable Law. (c) Seller shall prepare and deliver to Buyer, within 90 days after the Closing)Purchase Price is finally determined pursuant to Section 2.10, Buyer shall deliver to Seller a statement schedule (the “Allocation StatementSchedule”) allocating the Purchase Price amount of purchase price (as determined for U.S. federal income tax purposes) that is allocated to the Purchased Assets under the Master Allocation Statement among the assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any other items required similar provision of state or local law, as appropriate). Buyer shall have the right to be treated as additional review the Allocation Schedule and shall notify Seller in writing of any objections within twenty (20) days after its receipt thereof (such notice of objection, the “Allocation Notice”). Seller and Buyer shall negotiate in good faith to attempt to resolve any disagreements with respect to the Allocation Schedule. In the event that Seller and Buyer are unable to agree upon the Allocation Schedule within 20 days after the date on which Buyer delivers the Allocation Notice to Seller, each party may, consistent with applicable Law (including Section 1060 the Code and the Treasury Regulations thereunder), allocate the purchase price (as determined for U.S. federal income tax purposes) among the Purchased Assets in accordance a manner it deems appropriate. (d) If an adjustment is made with respect to the Purchase Price pursuant to Section 1060 of 2.11, the Code. If within 30 days after the delivery of the Master Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, shall be adjusted as mutually agreed by Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 daysSeller. In the event that Buyer and Seller are unable to resolve an agreement is not reached within twenty (20) days after the determination of such dispute within 20 daysadjustment, Buyer and Seller shall jointly retain a nationally recognized accounting firm an Accounting Referee to resolve the disputed items. Upon resolution of the disputed items, the allocation allocations reflected on the Master Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such accounting firm the Accounting Referee 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 within 20 days after the determination of the Final Network Adjustment, any disputed items shall be resolved in the manner described in Section 2.06(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c2.10(c). (e) Not later than 30 days prior to the filing of any Form 8594 relating to this transaction required to be filed, the party filing such form shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price Subject to the terms and conditions of this Agreement, in consideration for the Purchased Assets Transferred Assets, Purchaser shall (i) assume and shall pay, perform and discharge, when due, the Assumed Liabilities, and (ii) pay to Seller an amount of cash equal to (A) $80,000,000, minus (B) the Net Working Capital Shortfall (if any, as finally determined pursuant to Section 2.06), plus (C) the Net Working Capital Surplus (if any, as finally determined pursuant to Section 2.06) (the resulting calculation of items (A) through (C), 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 Within one hundred and twenty (120) days of the Closing (but no later than 90 days after the Closing)Date, Buyer Seller shall deliver to Seller Purchaser for Purchaser’s review and comment a statement (the “Allocation Statement”) allocating draft certificate which shall reasonably allocate the Purchase Price (Price, the Assumed Liabilities and any other items required to be amounts properly treated as additional purchase price consideration 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 purposes in accordance with the Allocation Statement Laws (the “Allocation Certificate”). Unless Purchaser 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 preparationsixty (60) days following the date Seller received Purchaser’s written notice, filing 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 audit 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 such adjustments. Except as otherwise required by a final determination within the meaning of section 1313(a) of the 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 finally agreed or as finally determined by the independent accountant), including on any Tax return Return or filings (including, without limitation filing including any Form 8594 forms required to be filed pursuant to the Allocation Laws, or in connection with its federal any audits 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 return for the taxable year that includes the date filing, including any amendments to such forms required as a result of the Closing). (d) If (i) an any 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)this Agreement, 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 within 20 days after the determination of the Final Network Adjustment, any disputed items shall be resolved in the manner described in Section 2.06(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c)a reasonable period before its filing due date. (e) Not later than 30 days prior to the filing of any Form 8594 relating to this transaction required to be filed, the party filing such form shall deliver to the other party a copy of its Form 8594.

Purchase Price; Allocation of Purchase Price. (a) The purchase price for the Purchased Assets (including the Shares) (the “Purchase Price”) is $30,000,000 shall equal the sum of (Thirty Million Dollars), payable through an offset against some or all of Seller’s principal and interest payment obligations under i) 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 Estimated Closing Purchase Price exceeds the principal amount ofand (ii) whether positive or negative, and all accrued but unpaid interest onif applicable, the NoteAdjustment Amount. The Purchase Price shall be paid as provided in Section 2.07 and shall be 2.7 (subject to adjustment as provided in Section 2.092.6(b)). (b) The Purchase Price, the Assumed Liabilities and all other relevant items treated as consideration for all applicable Tax purposes shall be allocated between (i) the Purchased Assets and (ii) the Shares of each of the Purchased Companies, as set forth in the statement attached hereto as Exhibit B (the “Master Allocation Statement”). (c) As soon as reasonably practicable after the Closing (but no later than 90 days after final determination of the Closing)Purchase Price pursuant to Section 2.10, Buyer shall deliver to Seller a statement (the “Proposed Asset Allocation Statement”) allocating (i) the portion of the Purchase Price allocated to the Purchased Assets (plus the Assumed Liabilities and any all other relevant items required to be treated as additional purchase price consideration for U.S. federal income tax purposes) purposes to the extent allocable to the Purchased Assets and properly taken into account under Section 1060 of the Code), among the Purchased Assets Assets, and (ii) the portion of the purchase price allocated to ▇▇▇▇▇▇▇ Trading (Shanghai) Co., Ltd. (the “China DRE”) (plus the Assumed Liabilities and all other relevant items treated as consideration for U.S. federal income tax purposes to the extent allocable to the assets of the China DRE and properly taken into account under Section 1060 of the Code), among the assets of the China DRE, in each case in a manner consistent with the Master Allocation Statement and in accordance with Section 1060 of the CodeCode and the U.S. Treasury regulations thereunder (and any similar provision of state, local or non-U.S. law, as appropriate), as of the Closing Date. If If, within 30 twenty (20) days after the delivery of the Proposed Asset Allocation Statement Statement, Seller notifies Buyer in writing that Seller objects to the any allocation set forth thereon, Seller and Buyer shall negotiate in good faith for thirty (30) days to resolve such objection. If (A) Seller does not so notify Buyer, or (B) Seller does so notify Buyer, and Buyer and Seller resolve such objection before the end of such thirty (30) day period the Proposed Asset Allocation Statement (as adjusted to reflect any resolution referred to in clause (B)) shall be treated as the “Agreed Asset Allocation Statement”. With respect to the Master Allocation Statement and any such Agreed Asset Allocation Statement, Buyer and Seller shall, and shall use commercially reasonable efforts cause their respective Affiliates to, file all Tax Returns (including amended returns and claims for refunds) and information reports in a manner consistent with the Master Allocation Statement and any such Agreed Asset Allocation Statement, and if any subsequent payment hereunder is treated for Tax purposes as an adjustment to resolve such dispute within 20 daysthe Purchase Price, the Master Allocation Statement and any Agreed Asset Allocation Statement shall be adjusted as mutually agreed by the Parties. In For the event that avoidance of doubt, if Buyer and Seller are unable to resolve such dispute within 20 daysagree to an Agreed Asset Allocation Statement (including any adjustment thereto), the Proposed Asset Allocation Statement shall not be binding on either Buyer or Seller and each of Buyer and Seller and their respective Affiliates shall jointly retain a nationally recognized accounting firm be free to resolve allocate the disputed items. Upon resolution portion of the disputed items, Purchase Price allocated to each of (1) 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 Purchased Assets and (ii2) act in accordance with the assets of the China DRE pursuant to the Master 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)manner as such party chooses. (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 within 20 days after the determination of the Final Network Adjustment, any disputed items shall be resolved in the manner described in Section 2.06(b). Buyer and Seller agree to file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (e) Not later than 30 days prior to the filing of any Form 8594 relating to this transaction required to be filed, the party filing such form shall deliver to the other party a copy of its Form 8594.