Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Price.
Appears in 2 contracts
Samples: Purchase Agreement (Boston Scientific Corp), Purchase Agreement (Abbott Laboratories)
Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an The aggregate purchase price consideration for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closingand, if appropriate, the Purchasers covenants contained in Section 5.08, less the Employee Amounts (as defined in Section 6.02), shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities be One Million Six Hundred Thousand Dollars and the Milestone Payments are collectively referred to herein as No/100 ($1,600,000.00) (the “Purchase Price”. Except as otherwise provided ), along with the payments set forth in the parenthetical of Section 2.08(a)Purchase and Sale Agreement, the Initial Purchase Price stock options granted to Lxxxxx under the Employment Agreement, the assumption of the Assumed Liabilities, and the Commission (as defined below). Purchaser shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes deduct from the Purchase Price any amounts required to be withheld and deducted under the Code or other applicable Tax Law. Any amounts so deducted shall be remitted by Purchaser to the appropriate Governmental Authority on a timely basis and shall pay Guidant be treated as delivered to Seller under this Agreement. The sum of the Purchase Price net and the Assumed Liabilities shall be allocated among the Purchased Assets as owned by IBEX LLC and IBEX Corp. and, if appropriate, the covenants contained in Section 5.08 as of any such withholdingthe Closing in accordance with Exhibit E (the “Allocation”). Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect Any subsequent adjustments to the sum of the Purchase PricePrice and Assumed Liabilities shall be reflected in the Allocation in a manner consistent with Section 1060 of the Code and the Regulations thereunder. No later than five days For all Tax purposes, the Parties agree that the transactions contemplated in this Agreement shall be reported in a manner consistent with the terms of this Agreement, including the Allocation, and that none of them will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. Each of IBEX Corp. and Purchaser agrees to cooperate with the other in preparing IRS Form 8594, and to furnish the other with a copy of such form prepared in draft form within a reasonable period before its filing due date. For a period of eighteen (18) months following the Closing Date, but not thereafter, IBEX Corp. and Purchaser agree that IBEX Corp. will be entitled to a finder’s fee or commission to be paid by Purchaser in the amount of fifteen percent (15%) of the actual revenues received by Purchaser for work on any study initiated prior to the Closingeighteen (18) month Closing Date anniversary, Abbott shall provide Schedule 2.04(a) which fee or commission will not exceed $650,000 (hereinafter referred to Guidant which shall set forth as the jurisdictions “Commission”), in which Abbott or the other applicable Purchasers intend to withhold Taxes connection with previous business development efforts, bids, and proposals prepared and submitted by IBEX Corp. for those prospective customers listed on payment Section 2.03 of the Purchase Price.Disclosure Schedule (customer names redacted/coded). Further details of the prospective customers and general details about any previous bids and proposals prepared and submitted by IBEX Corp. (redacted or coded in an effort for IBEX Corp. to preserve confidentiality agreements or any confidential information contained therein), will be included in Section 2.03
Appears in 1 contract
Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally the Purchase Price to Seller (or as Seller may direct) in immediately available funds at the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser Closing and Seller shall pay to Guidant collect such Purchase Price on behalf of the applicable IP Seller, or Selling Subsidiaries. (iiib) Seller and the Selling Subsidiaries and Purchaser agree that the sum of the Purchase Price plus the amount of Assumed Liabilities of Seller and Selling Subsidiaries assumed by Purchaser shall be allocated among the Assets and the statutory jurisdictions in which the Assets reside as of the Closing Date in accordance with the methodology set forth in Section 2.06 with respect to a Deferred Local Closing)2.03(b) of the Disclosure Schedule. Such allocation, an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”). At the Closing, the Purchasers which shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided be substantially in the parenthetical form of such Section 2.08(a)2.03(b) to the Disclosure Schedule, the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later completed not less than three (3) Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price Closing Date and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall be set forth in writing. Any subsequent adjustments to such sum shall be reflected in the jurisdictions allocation hereunder as reasonably agreed by Seller and Purchaser. Purchaser shall (and Purchaser shall cause each relevant Purchaser Subsidiary to) and Seller shall (and Seller shall cause each Selling Subsidiary to) report the federal, state and local income and other Tax consequences of the transactions contemplated by this Agreement in which Abbott a manner consistent with such allocation. Except as 15 <page> otherwise required by Law, neither Purchaser nor Seller (nor any relevant Purchaser Subsidiary or any Selling Subsidiary) shall take a position inconsistent with such allocations on any Tax Return or otherwise. Each of Seller and Purchaser shall cooperate with the other applicable Purchasers intend to withhold Taxes on payment of the Purchase Pricein preparing IRS Form 8594 or any equivalent statements for filing within a reasonable period before its filing due date. SECTION 2.04.
Appears in 1 contract
Samples: Acquisition Agreement
Purchase Price; Allocation of Purchase Price. (a) Subject The aggregate consideration (the “Purchase Price”) to the terms and conditions of this Agreement, be paid by Buyer at the ClosingClosing in consideration for the sale, Abbotttransfer, on behalf conveyance, assignment and delivery of itself the Purchased Assets to Buyer and the other Purchasersundertakings set forth herein, shall pay to Guidant, on behalf of itself and the Sellers (except be (i) $77,500,000 consisting of (x) the Credit Bid of all DIP Obligations outstanding as required by applicable Lawof the Closing Date, (y) the full amount of the Wind-Down Amount payable, in which case the applicable Asset Purchaser shall pay locally sole and absolute discretion of Buyer, either in cash or as a funding of the DIP Facility to be included as part of the Credit Bid, and (z) the Credit Bid of a portion of the Prepetition Secured Obligations in an amount equal to $77,500,000 less the amounts described in clauses (x) and (y) above (the aggregate amount of (x), (y) (to the applicable Asset Sellerextent such amount consists of DIP Obligations), and (z), the “Credit Bid Amount”) plus (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf assumption of the applicable IP SellerAssumed Liabilities (including, or (iii) among other things, payment of the Cure Costs and property taxes attributable to that portion of the Overlap Period prior to the Closing Date); provided, that the portion of the Prepetition Secured Obligations that is not paid as set forth part of the Purchase Price shall remain a claim in Section 2.06 with respect to a Deferred Local Closing), an aggregate purchase price for the Purchased Assets and the Shares in an amount in cash equal to $4,100,000,000 (the “Initial Purchase Price”)Chapter 11 Cases. At the Closing, Buyer shall satisfy the Purchasers shall assume the Assumed Liabilities. The Initial Purchase Price, the Assumed Liabilities and the Milestone Payments are collectively referred to herein as the “Purchase Price”. Except as otherwise provided in the parenthetical of Section 2.08(a), the Initial Purchase Price shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior as to the Closing. Abbott Credit Bid Amount by discharging Sellers, and Sellers shall make any required withholding of Taxes be deemed to be discharged, from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect Credit Agreement Indebtedness in an aggregate amount equal to the Purchase PriceCredit Bid Amount. No later than five days prior Buyer reserves the right, in its sole and absolute discretion, to fund in cash the Closing, Abbott shall provide Schedule 2.04(a) amount necessary to Guidant which shall set forth repay the jurisdictions in which Abbott or the other applicable Purchasers intend to withhold Taxes on payment DIP Obligations as of the Purchase PriceClosing Date, rather than credit bid such obligations and such cash shall be used to fully repay the DIP Obligations.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement
Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, at the Closing, Abbott, on behalf of itself and the other Purchasers, shall pay to Guidant, on behalf of itself and the Sellers (except (i) as required by applicable Law, in which case the applicable Asset Purchaser shall pay locally to the applicable Asset Seller, (ii) as set forth in Schedule 2.02(e), in which case the applicable IP Purchaser shall pay to Guidant on behalf of the applicable IP Seller, or (iii) as set forth in Section 2.06 with respect to a Deferred Local Closing), an aggregate The purchase price for the Purchased Assets and the Shares in an amount in cash equal to shall be $4,100,000,000 30,000,000 (the “Initial Purchase Price”). At (b) Within forty-five (45) days after the Closing, Seller shall provide an allocation of the Purchasers Purchase Price (and any liabilities the Purchaser is treated as assuming) among the Purchased Assets as of the Closing in accordance with Section 1060 of the Code (the “Draft Allocation”), and shall assume deliver such Draft Allocation to the Purchaser. Purchaser may notify Seller in writing that Purchaser objects to one or more items reflected in the Draft Allocation within ten (10) days after delivery of the Draft Allocation to Purchaser. In the event of any such objection, Seller and Purchaser shall negotiate in good faith to resolve such dispute. If Purchaser does not provide notice of any objection, or if Seller and Purchaser are able to agree on a revision of the Draft Allocation, the resulting allocation (the “Agreed Allocation”) shall be deemed final. Any subsequent adjustments to the Purchase Price (including the Assumed Liabilities) shall be reflected in the Agreed Allocation by the Parties in a manner consistent with the Agreed Allocation and Section 1060 of the Code. The Initial Purchase PriceIf Seller and Purchaser are unable to agree on an allocation within twenty (20) days after Purchaser’s objection, the Assumed Liabilities Parties will submit any disputed items to an independent Tax accounting expert mutually agreeable to Purchasers and Seller (bearing the cost of such expert equally between Purchasers on the one hand, and Seller on the other hand), and the Milestone Payments are collectively referred determination of such expert shall be binding on Purchasers and Seller, and such allocation shall constitute an Agreed Allocation for purposes of this Section 2.04(b). Seller and Purchaser undertake and agree to herein timely file any information that may be required to be filed pursuant to Section 1060 of the Code and shall use the Agreed Allocation in connection with the preparation of IRS Form 8594 as such form relates to the “Purchase Price”transactions contemplated by this Agreement. Except as otherwise provided Each of Seller and Purchaser agree to cooperate with the other in preparing IRS Form 8594, and to furnish the parenthetical other with a copy of Section 2.08(a)such Form prepared in draft form within a reasonable period before its filing due date. For all Tax purposes, Purchaser and Seller agree that neither of them will take, nor will either permit its Affiliates to take, any position inconsistent with the Agreed Allocation in any Tax Return, in any refund claim, in any litigation, or otherwise. In the event that the Agreed Allocation is disputed by any Governmental Authority having jurisdiction over the assessment, determination, collection, or other imposition of any Taxes, the Initial Purchase Price Party receiving notice of the dispute shall be paid at the Closing by wire transfer in immediately available funds to a bank account designated in writing by Guidant no later than three Business Days prior to the Closing. Abbott shall make any required withholding of Taxes from the Purchase Price and shall pay Guidant the Purchase Price net of any such withholding. Abbott shall have no obligation to gross-up, indemnify or otherwise compensate Guidant for any withholding Tax due or imposed with respect to the Purchase Price. No later than five days prior to the Closing, Abbott shall provide Schedule 2.04(a) to Guidant which shall set forth the jurisdictions in which Abbott or promptly notify the other applicable Purchasers intend Party, and Seller and Purchaser agree to withhold Taxes on payment of the Purchase Price.use their commercially reasonable efforts to defend such Agreed Allocation in any audit or similar proceeding. 2.05
Appears in 1 contract
Samples: Asset Purchase Agreement
