Purchase Price; Allocation of Purchase Price Sample Clauses

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) In addition to the assumption of the Assumed Liabilities, in consideration for the sale, transfer and delivery of the Purchased Assets, at the Closing, Purchaser shall deliver to Seller Two Hundred Forty-Five Thousand Dollars ($245,000.00) (the “Purchase Price”) which shall be paid in the following amounts and at the following times: (i) Twenty-Five Thousand Dollars ($25,000.00) in cash at the execution of this Agreement (being the Good Faith Deposit described in paragraph 2.7), (ii) Twenty-Five Thousand Dollars ($25,000.00) in cash at the Closing, and (iii) the balance of One Hundred Ninety-Five Thousand Dollars ($195,000.00) by delivery to Seller of a promissory note, in the form attached hereto as Exhibit A (the “Note”), providing for (x) a payment of Thirty Thousand Dollars ($30,000.00) in cash within sixty days of the Closing and (y) twenty-four (24) monthly payments of Seven Thousand Two Hundred Thirty-Eight Dollars and Seventy-Eight Cents ($7,238.78), plus accrued interest beginning ninety days after the Closing. (b) Purchaser and Seller agree that the Purchase Price, applicable Assumed Liabilities and other relevant items shall be allocated in accordance with Section 1060 of the Code and the regulations thereunder and Schedule 2.6 hereof (such schedule to be determined jointly by Purchaser and Seller prior to Closing). Purchaser and Seller each agrees to provide the other promptly with any other information required to complete Schedule 2.6. Such allocation shall be binding on Purchaser and Seller for all purposes including the reporting of gain or loss and determination of basis for income tax purposes, and each of the parties hereto agrees that it or they will file a statement (on IRS Form 8594 or other applicable form) setting forth such allocation with its or their federal and applicable state income tax returns and will also file such further information or take such further actions as may be necessary to comply with the Treasury Regulations that have been promulgated pursuant to Section 1060 of the Code and similar applicable state laws and regulations.

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. (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”). (b) As used in this Amended Agreement, the “Estimated Purchase Price” shall mean an amount equal to the Unadjusted 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, minus (D) the Pension Plan Purchase Price Adjustment. For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by Purchaser at the Closing pursuant to Section 2.06(b)(ii), Seller shall prepare and deliver to Purchaser, not less than three (3) Business Days before the Closing Date, a written statement certified by an officer of Seller (the “Closing Notice”) setting forth Seller’s good faith estimate of: (i) the Modified Working Capital (such amount, the “Estimated Modified Working Capit...

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 -------------------------------------------- aggregate purchase price for the Assets shall be $44,000,000.00 (the "Purchase -------- Price"). No later than the close of business on the third Business Day ----- following the date hereof, the Purchaser shall pay to the Seller, by wire transfer of immediately available funds, a deposit toward the Purchase Price in the amount of $5,000,000.00 (the "Deposit"). In the event the Closing does not ------- occur as a result of a breach of this Agreement by the Purchaser or the Parent, the Deposit shall be non-refundable and shall be retained by the Seller. If the Closing shall not occur for any other reason, the Seller shall promptly refund the Deposit to the Purchaser. (b) The Purchase Price shall be allocated among the Assets as of the Closing Date in accordance with Exhibit 2.03(b). Any subsequent adjustments to the Purchase Price shall be reflected in the allocation hereunder in a manner consistent with Treasury Regulation (S) 1.1060-1T(f) and as agreed to by the Purchaser and the Seller. For all Tax purposes, the Purchaser and the Seller agree to report the transactions contemplated by this Agreement in a manner consistent with the terms of this Agreement, including the allocation under Exhibit 2.03(b) and Section 7.04, and that none of them will take any position inconsistent therewith in any Tax return, in any refund claim, in any litigation or otherwise.

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").

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”). (b) The Purchaser and the Seller shall, in good faith, use reasonable commercial efforts to, within 120 days after the date of Closing, reach an agreement as to the allocation of the sum of the Purchase Price and the Assumed Liabilities among the Purchased Assets (including the assets in Canada) (the “Allocation”). Any subsequent adjustments to the sum of the Purchase Price and Assumed Liabilities shall be reflected in the Allocation in a manner consistent with Section 1060 of the Code and the Regulations thereunder. If the Purchaser and the Seller have agreed on an Allocation, then the Purchaser and the Seller shall each file IRS Form 8594 consistent with the Allocation and neither the Seller nor the Purchaser will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. If the Purchaser and the Seller cannot agree on an Allocation, each party may report an Allocation that, in its sole discretion, is consistent with Section 1060 of the Code and the Regulations thereunder.

Purchase Price; Allocation of Purchase Price. The aggregate purchase price for the Shares shall be $2,000,000,000 in cash, minus the Rolled Option Value (the "Purchase Price"), plus the assumption of all Liabilities (other than the Designated Liabilities) of Seller and SSHI.

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.