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

Purchase Price; Allocation of Purchase Price. (a) Subject to the adjustments set forth in Section 2.08, the purchase price for the Shares and the SAP Assets shall be U.S.$628,000,000, less the Continuing Intercompany Indebtedness (as defined in Section 2.04(c) below) (the "Purchase Price"). In addition, the Purchaser will cause the payment to Chemdal U.K. of an amount equal to U.S.$28,500,000 (the "Signing Premium") as consideration for entering into the Acrylic Acid Supply Agreement set forth in Section 5.15 of this Agreement (it being understood that the Signing Premium shall be non-refundable for any reason, including, without limitation, on account of an early termination of the Acrylic Acid Supply Agreement for any reason, including, without limitation, for any actual or alleged breach or nonperformance thereunder by Chemdal U.K.). (b) The sum of the Purchase Price and the Assumed Liabilities shall be allocated among the Shares and the SAP Assets as of the Closing Date in accordance with Exhibit 2.04(b) attached hereto. Any subsequent adjustments to the sum of the Purchase Price and Assumed Liabilities shall be reflected in the allocation hereunder in a manner consistent with Treasury Regulation 1.1060-1T(f). For all Tax purposes, each of the Purchaser, Parent and the Other Sellers agrees to report the transactions contemplated in this Agreement in a manner consistent with the terms of this Agreement, including the allocation under Exhibit 2.04(b), and to refrain from taking any position inconsistent therewith in any Tax return, in any refund claim, in any litigation, or otherwise. (c) No less than 10 days prior to the Closing Date, Parent shall deliver to the Purchaser a certificate signed by the chief financial officer of Parent indicating the amount of any outstanding intercompany Indebtedness (the "Continuing Intercompany Indebtedness") of the SAP Business that will exist as of the Closing Date (it being understood that there will be no Continuing Intercompany Indebtedness existing as of the Closing Date that by its terms cannot be prepaid in full or in part at any time without penalty).

Purchase Price; Allocation of Purchase Price. (a) Subject Upon the terms and subject to the adjustments set forth in Section 2.08conditions of this Agreement, the Ralin shall sell to Sabratek, and Sabratek shall purchase price for the Shares and the SAP Assets shall be U.S.$628,000,000from Ralin, less the Continuing Intercompany Indebtedness 100 shares of LWI Common Stock (as defined in Section 2.04(c) below) 2.3), which shares of LWI Common Stock shall constitute all of the issued and outstanding shares of capital stock of LWI (the "Purchase PriceShares"). In addition, the Purchaser will cause the payment to Chemdal U.K. of an amount equal to U.S.$28,500,000 (the "Signing Premium") as consideration for entering into the Acrylic Acid Supply Agreement set forth in Section 5.15 of this Agreement (it being understood that the Signing Premium shall be non-refundable for any reason, including, without limitation, on account of an early termination of the Acrylic Acid Supply Agreement for any reason, including, without limitation, for any actual or alleged breach or nonperformance thereunder by Chemdal U.K.). (b) The sum aggregate purchase price (the "Purchase Price") payable for all of the Shares shall be as follows: (i) $12,260,000 in cash (the "Cash Consideration"), plus (ii) 900,000 shares of unregistered Sabratek Common Stock (as defined in Section 3.2), which shares shall be paid into escrow accounts at the Closing (as defined below) as set forth in Section 1.1(c) below (the "Share Consideration"). If, prior to the Closing, the outstanding shares of Sabratek Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, then an appropriate and proportionate adjustment shall be made to the Share Consideration. (c) Sabratek and Ralin agree to make a timely election under Section 338(h)(10) of the Code (as defined in Section 2.13) in respect to the purchase and sale of the Shares as provided in Section 5.12(f) of this Agreement. As a result the parties agree that for federal and state income tax purposes the transaction will be treated as a sale of assets by LWI and that any tax attributes of LWI (including but not limited to any net operating loss carryover) will not be transferred to Sabratek or survive with LWI, but shall be retained by Ralin. The Purchase Price and the Assumed Liabilities liabilities of LWI (plus other relevant items) shall be allocated among to the Shares assets of LWI for all purposes (including tax and financial accounting) as shown on a schedule (the SAP Assets as of the Closing Date "Allocation Schedule") prepared in accordance with Exhibit 2.04(b) attached heretothis Section 1.2(c). Any subsequent adjustments to Within 60 days after the sum Closing Date, Sabratek shall prepare a draft of the Purchase Price Allocation Schedule and Assumed Liabilities deliver such draft to Ralin for Ralin's review. The parties shall work together in good faith to resolve any disagreements regarding any of the allocations proposed by Sabratek in such draft. If, within 30 days after the date that Sabratek submits its draft of the Allocation Schedule to Ralin for Ralin's review, the parties are unable to resolve all disagreements regarding the allocations reflected thereon, then the disputed items shall be reflected in submitted to a Big 5 accounting firm mutually agreeable to Sabratek and Ralin for resolution, which firm shall resolve all disputed items within 30 days after such submission. Such firm's resolution of all disputed items shall be binding on Ralin and Sabratek, and the allocation hereunder in a manner consistent with Treasury Regulation 1.1060-1T(f)fees and expenses of such firm shall be borne equally by Sabratek and Ralin. For Sabratek, Ralin and LWI will file all Tax purposes, each of the Purchaser, Parent Returns (including amended returns and the Other Sellers agrees to report the transactions contemplated in this Agreement claims for refund) and information reports (including Form 8023) in a manner consistent with the terms of Allocation Schedule as finally determined pursuant to this Agreement, including the allocation under Exhibit 2.04(b), and to refrain from taking any position inconsistent therewith in any Tax return, in any refund claim, in any litigation, or otherwise. (c) No less than 10 days prior to the Closing Date, Parent shall deliver to the Purchaser a certificate signed by the chief financial officer of Parent indicating the amount of any outstanding intercompany Indebtedness (the "Continuing Intercompany Indebtedness") of the SAP Business that will exist as of the Closing Date (it being understood that there will be no Continuing Intercompany Indebtedness existing as of the Closing Date that by its terms cannot be prepaid in full or in part at any time without penaltySection 1.2(c).