PURCHASE PRICE 4. Section 3.1 Purchase Price 4 Section 3.2 Allocated Values 4 Section 3.3 Allocation of Purchase Price 5 Section 3.4 Adjustments to Purchase Price 5
PURCHASE PRICE 4. 1 Subject to any post-Closing adjustment set out in Sections 4.2-4.3, the purchase price for the Shares is SEK one billion five hundred million (1,500,000,000), reduced by an amount equal to the Estimated Indebtedness and increased by an amount equal to the Estimated Cash (the "Purchase Price"). 4.2 The Purchase Price shall be adjusted by the difference on a SEK for SEK basis, if any, between the Closing Net Working Capital and the Reference Net Working Capital, between the Closing Indebtedness and the Estimated Indebtedness and between the Closing Cash and the Estimated Cash. 4.3 If the Closing Net Working Capital differs from the Reference Net Working Capital by more than SEK ten million (10,000,000) (i.e. the interval MSEK 635-MSEK 655 for the Closing Net Working Capital shall be an interval within which no adjustment shall be made to the Purchase Price) and/or the Estimated Cash is higher or lower than the Closing Cash, and/or the Estimated Indebtedness is higher or lower than the Closing Indebtedness, all three (3) determined or accepted, as the case may be, pursuant to Article 5 below, the Seller or the Buyer, as applicable, will, within ten (10) Business Days after the final determination or acceptance, as the case may be, of the Closing Net Working Capital, the Closing Indebtedness and the Closing Cash make payment by wire transfer in immediately available funds of the amount of such difference (except as regards Closing Net Working Capital, adjustment for <PAGE> which shall be made only to the extent Closing Net Working Capital exceeds 655 MSEK or is less than 635 MSEK), together with interest thereon, from the Closing Date until the date of payment at a rate equal to four (4) percent per annum calculated on the basis of the actual number of days elapsed, divided by 365 days, to such bank account as has been designated in writing by the other party. 4.4 If the Estimated Internal Net Indebtedness is higher or lower than the Closing Internal Net Indebtedness, then the Seller or the Buyer, as applicable, according to the principles set out in Section 4.3 shall pay the difference. The determination or acceptance as the case may be of the Closing Internal Net Indebtedness shall also be made according to said principles. No adjustment pursuant to this Section 4.4 shall be necessary to the extent such adjustment would duplicate an adjustment made pursuant to Section 4.3. 5.
PURCHASE PRICE 4. 1. The total purchase price (the "Purchase Price") to be paid by Buyer for the Assets is $9,000,000, subject to increase, payable on the Closing Date by the delivery by Buyer to Seller of a certified or bank cashier's check in such amount or by means of a wire transfer in such amount to an account number and depository designated by Seller.
PURCHASE PRICE 4. Section 2.1 Closing Estimates; Closing Adjustments 4 Section 2.2 Post-Closing Adjustment of Purchase Price 4 Section 2.3 Earnout 7 Section 2.4 Withholding 9
PURCHASE PRICE 4. Section 2.1 Base Purchase Price; Deposit 4 Section 2.2 Allocation of the Base Purchase Price 5 Section 2.3 Adjustments to Cash Consideration 5 Section 2.4 Withholding 8 ARTICLE III BUYER’S DUE DILIGENCE; DISCLAIMERS 9 Section 3.1 Access to Records 9 Section 3.2 Disclaimers 9 ARTICLE IV TITLE MATTERS 11 Section 4.1 Definitions 11 Section 4.2 Title Defect Procedure 15 Section 4.3 Title Benefits 17 Section 4.4 Title Dispute Resolution 18 Section 4.5 Preferential Rights and Consents 19 ARTICLE V ENVIRONMENTAL MATTERS 20 Section 5.1 Environmental Procedures 20 Section 5.2 Contested Environmental Defects 21 Section 5.3 Waiver and Remedies 22 Section 5.4 Physical Condition of the Assets 23 ARTICLE VI REPRESENTATIONS OF SELLER 23 Section 6.1 Incorporation/Qualification 23 Section 6.2 Power and Authority 23 Section 6.3 No Lien, No Violation 23 Section 6.4 Authorization and Enforceability 24 Section 6.5 Liability for Brokers’ Fees 24 Section 6.6 No Bankruptcy 24 Section 6.7 Litigation 24 Section 6.8 Preferential Rights to Purchase and Required Consents 24 Section 6.9 Material Contracts 24 Section 6.10 Compliance with Laws 24 Section 6.11 Suspense Funds 25 Section 6.12 Environmental Matters 25 Section 6.13 Tax Matters 25 Section 6.14 Capital Projects 26 Section 6.15 Imbalances 27
PURCHASE PRICE 4. 1 The Purchase Price is:
PURCHASE PRICE 4. Section 2.1. Purchase Price 4 Section 2.2. Investment 5 Section 2.3. Return of Deposit 5 Section 2.4. Additional Escrow Terms 6
