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

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration for the sale and transfer of the Auto Care Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Date) (i) the Stock Consideration plus (ii) an amount of cash equal to (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000) (the “Unadjusted Cash Purchase Price”) plus (B)(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 (C) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (D) the amount equal to the Closing Transaction Expenses, plus (E) the Share Adjustment Amount plus (F) the VWAP Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F), above, the “Cash Purchase Price” and items (i) and (ii), collectively, the “Purchase Price”.

Purchase Price; Allocation of Purchase Price. (a) Subject to the terms and conditions of this Agreement, in consideration for the sale and transfer of the Auto Care Varta Companies Equity Interests under Section 2.01(a) and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets Seller not less than three five (35) Business Days prior to the Closing Date as the transferor of the relevant Varta Company Equity Interests or Transferred Assets on the Closing Date) (i) the Stock Consideration plus (ii) an amount of cash equal to One Hundred Eighty Million Euros (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000€180,000,000) (the “Unadjusted Cash Purchase Price”) plus (B)(iA) 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 (CB) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (DC) the amount equal to the Closing Transaction Expenses, plus minus (D) the Pension Plan Purchase Price Adjustment, minus (E) the Share Adjustment Amount plus R&D Alkaline Capex Purchase Price Adjustment, minus (F) the VWAP Stranded Costs Purchase Price Adjustment Amount (the Unadjusted Purchase Price as adjusted by (A) through (F)Price, above, the “Cash Purchase Price” and items (i) and (ii), collectivelyso adjusted, the “Purchase Price”). Section 2.03(a) of the Seller Disclosure Letter sets out those items of Indebtedness that the Seller and Purchaser have agreed are to be treated as Funded Indebtedness.

Purchase Price; Allocation of Purchase Price. Subject to adjustment pursuant to Section 2.09, the aggregate purchase price for the Interests shall be comprised of (A) a cash amount equal to (a) Subject to the terms and conditions of this Agreement$130,000,000, in consideration for the sale and transfer of the Auto Care Companies Equity Interests and the Transferred Assets under Section 2.01(a) and the assumption of the Assumed Liabilities, Purchaser (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date) shall pay, or cause to be paid, to Seller (or, solely with respect to the Cash Purchase Price, as applicable, one or more Affiliates of Seller designated by Seller, which is the transferor of the relevant Auto Care Company Equity Interests or Transferred Assets not less than three (3) Business Days prior to the Closing Dateb) (i) plus, if the Stock Consideration plus Estimated Closing Net Debt is less than the Reference Net Debt Amount, the amount by which the Reference Net Debt Amount exceeds the Estimated Closing Net Debt or (ii) an minus, if the Estimated Closing Net Debt is greater than the Reference Net Debt Amount, the amount of cash equal to by which the Estimated Closing Net Debt exceeds the Reference Net Debt Amount, (A) Nine Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($937,500,000c) (the “Unadjusted Cash Purchase Price”i) plus (B)(i) plus, if the Modified Estimated Closing Working Capital is greater than the Reference Working Capital Upper TargetMaximum, the amount equal to by which the Modified Estimated Closing Working Capital minus exceeds the Reference Working Capital Upper Target Maximum or (ii) minus, if the Modified Estimated Closing Working Capital is less than the Reference Working Capital Lower TargetMinimum, the amount equal to by which the Modified Reference Working Capital Minimum exceeds the Estimated Closing Working Capital, (d) minus, if the Estimated Closing Net Deferred Revenue is greater than the Reference Net Deferred Revenue Amount, the amount by which the Estimated Closing Net Deferred Revenue exceeds the Reference Net Deferred Revenue Amount, (e) minus the Working Capital Lower Target plus (C) the amount, which may be positive or negative, equal to the Closing Net Indebtedness, minus (D) the amount equal to the Closing Notified Transaction Expenses, (f) minus the Bonus Amounts, (g) minus the net present value of any corporate tax deduction (determined using a 42% corporate tax rate) reasonably estimated by the Purchaser to be foregone as the result of any payment of compensation (by either the Purchaser or the Register Entities) that the Purchaser has reasonably characterized as an “excess parachute payment” within the meaning of Section 280G of the Code; and (h) plus (E) the Share Adjustment Prepaid Reporting Tail Coverage Amount plus (F) and/or minus the VWAP Adjustment Amount Post Closing Reporting Tail Coverage Amount, as applicable (the Unadjusted Purchase Price sum or difference, as adjusted by applicable, of clauses (A) through (Fa), above(b), the “Cash Purchase Price” and items (ic), (d), (e), (f), (g) and (ii), collectively, h) of this Section 2.02(A) being the “Purchase Price”) and (B) the Note. The manner in which the Purchase Price is to be allocated among the Sellers is set forth on Section 2.02 of the Disclosure Schedule.