Common use of Purchase Price for the Assets Clause in Contracts

Purchase Price for the Assets. In consideration of the transfer to the Buyer of the Transferred Assets, the Buyer shall, on the Closing Date, (a) pay to CWI, as representative of all the Sellers, an aggregate amount equal to $2,000,000 in immediately available funds by wire transfer to a bank account or accounts to be designated by CWI (the "Cash Payment"), (b) cause Weatherford to issue the Weatherford Shares to the Sellers in accordance with Section 1.4(b) of the Disclosure Schedule, (c) assume the obligations of the Sellers to pay the Trade Payables of the Business incurred in the ordinary course of the Business, all of which are listed in Section 1.4(c) of the Disclosure Schedule (the "Assumed Trade Payables"), (d) assume or pay off the obligations of the Sellers under the express written terms of the Third Party Debt of the Business, all of which debt is listed in Section 1.4(d) of the Disclosure Schedule, which shall be updated and delivered by the Sellers to the Buyer as of and on the Closing Date, (e) assume the liabilities and obligations of the Sellers' customers' deposits in the aggregate amount set forth on Section 1.4(e) of the Disclosure Schedule (the "Assumed Liabilities") and (f) assume the obligations of the Sellers under the express written terms of the Entitlements to the extent and only to the extent such obligations are not Pre-Closing Obligations (the "Assumed Entitlements"), all of which Assumed Entitlements are listed in Section 1.1(a)(vi) of the Disclosure Schedule, which shall be updated and delivered by the Sellers to the Buyer as of and on the Closing Date. The Cash Payment, the Weatherford Shares, the Third Party Debt, the Assumed Trade Payables, the Assumed Liabilities and the Assumed Entitlements are herein collectively referred to as the "Purchase Price".

Purchase Price for the Assets. (a) In consideration of the transfer to the Buyer of the Transferred Assets, the Buyer shallshall (i) pay to the Seller an amount in cash equal to the Cash Purchase Price plus or minus, on as appropriate, the net amount provided in SECTION 1.7 (the "Net Cash Purchase Price") and (ii) assume (A) the payment obligations of the Seller with respect to all Trade Payables, Accrued Liabilities and Notes Payable as of the Closing Date, (aB) pay to CWI, as representative of all the Sellers, an aggregate amount equal to $2,000,000 in immediately available funds by wire transfer to a bank account or accounts to be designated by CWI (the "Cash Payment"), (b) cause Weatherford to issue the Weatherford Shares to the Sellers in accordance with Section 1.4(b) of the Disclosure Schedule, (c) assume the obligations of the Sellers to pay Seller and the Trade Payables of the Business incurred in the ordinary course of the Business, all of which are listed in Section 1.4(c) of the Disclosure Schedule (the "Assumed Trade Payables"), (d) assume or pay off the obligations of the Sellers under the express written terms of the Third Party Debt of the Business, all of which debt is listed in Section 1.4(d) of the Disclosure Schedule, which shall be updated and delivered by the Sellers to the Buyer as of and on the Closing Date, (e) assume the liabilities and obligations of the Sellers' customers' deposits in the aggregate amount set forth on Section 1.4(e) of the Disclosure Schedule (the "Assumed Liabilities") and (f) assume the obligations of the Sellers Affiliated Companies under the express written terms of the Entitlements to the extent and only to the extent such obligations are not Pre-Closing Obligations (other than as provided for under clauses (C) and (D)), (C) the liabilities and obligations of the Seller or the Affiliated Companies under the Allseas Contract, whether incurred prior to the Closing Date or following the Closing Date, (D) the liabilities and obligations of the Seller or the Affiliated Companies as a result of claims made with respect to warranties given or made by the Seller or the Affiliated Companies on or prior to the Closing Date that relate to products shipped by the Seller or the Affiliated Companies in the conduct of the Business on or prior to the Closing and services rendered by the Seller or the Affiliated Companies with regard to commissioning of such products (and, in the case of Pipeline Induction Heat Limited CRC-Evans Automatic Welding, Inc. or the automatic welding division of th▇ ▇▇▇ler, that relate to any services rendered in the conduct of the Business), and (E) the liabilities and obligations of the Seller and the Affiliated Companies with respect to the litigation described in SECTION 1.4 of the Disclosure Schedule (the "Assumed EntitlementsLitigation") (collectively, the "Assumed Liabilities"). Notwithstanding the foregoing, all of which Assumed Entitlements the Buyer shall not assume any liabilities and obligations for the Warranty Obligations and the Allseas Obligations that in the aggregate are listed in Section 1.1(a)(vi) excess of the Disclosure ScheduleCeiling Amount, which and such liabilities and obligations that in the aggregate are in excess of the Ceiling Amount shall not be updated and delivered by the Sellers deemed to the Buyer as of and on the Closing Datebe Assumed Liabilities. The Net Cash Payment, the Weatherford Shares, the Third Party Debt, the Assumed Trade Payables, Purchase Price and the Assumed Liabilities and the Assumed Entitlements are herein collectively referred to as the "Purchase Price". A portion of the Cash Purchase Price in the amount of $2,491,280 shall be deemed to have been paid in cash upon the payment at the Closing of the outstanding debt owed by Pipeline Induction Heat Limited to Weatherford U.K. Ltd. in a like amount (the "PIH Debt"). (b) At the Closing, the Buyer shall pay to the Seller by wire transfer of same day funds $32,750,150 and shall cause the PIH Debt to be paid in full in accordance with the share purchase agreement between Weatherford Eurasia Ltd. and PIH Holding's Limited referred to in SECTION 5.8 hereof (the "Closing Payment").