Local Purchase Price definition

Local Purchase Price means, in each applicable Local Asset Purchase Agreement, an amount equal to the book value of the relevant Assets reduced by the relevant Assumed Liabilities, if any, in the Vendor Group’s books, unless otherwise agreed and subject to applicable law or relevant Tax or accounting considerations;

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Local Purchase Price for each country in which a portion of the Dearborn Business is to be conveyed from one of the Selling Companies to one of the Buying Companies, whether by the transfer of assets, the transfer of capital stock or the transfer of partnership interests, shall mean the portion of the Total Purchase Price allocated to the conveyance in such country (which allocation shall be made in accordance with the agreed upon fair market values of the portion of the Total Dearborn Assets and the Dearborn Business located in each country), provided that the aggregate of the Local Purchase Prices shall equal the Total Purchase Price. Grace and Buyer have agreed to the Local Purchase Price for each such country as set forth in Exhibit B (the "Allocation"). Prior to the Closing Date, Grace and Buyer shall, in good faith, negotiate a specific allocation, in accordance with the Allocation, that complies with the requirements of Section 1060 of the Code and any other applicable provision of state, local or foreign Tax law (the "Specific Allocation"). Each of the Grace Group and the Buyer Group shall, except for allocations relating to expenses incurred in the transactions contemplated herein which are included in the purchase price for Buyer, be bound by the Allocation and the Specific Allocation for all Tax purposes including the preparation and filing of Tax Returns. In the event that the Allocation or the Specific Allocation is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto concerning the resolution of such dispute. Buyer and Grace each agrees to file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns, using consistent allocations (except for allocations relating to expenses incurred in the transactions contemplated herein which are included in the purchase price for Buyer) in accordance with the Specific Allocation. Buyer and Seller each agrees to provide the other promptly with any other information required to complete Form 8594. Buyer and Grace may make material modifications to the Allocation and the Specific Allocation only by mutual consent. If there is an adjustment to the Total Purchase Price pursuant to this Agreement, Buyer and Grace shall modify the Allocation and the Specific Allocation so that the adjustment is allocated to the country where it relates or as Buyer and Grace otherwise mutually agree.

Local Purchase Price means one of the Local Purchase Prices.

Examples of Local Purchase Price in a sentence

• The Parties acknowledge that the Local Purchase Price will be paid to the Vendor upon the Closing (as defined in the LATA).

• Each Local Purchase Price described in Exhibit B shall be expressed in U.S. dollars using the Financial Exchange Rate for the applicable local currency for the Valuation Date, provided that the aggregate of all Local Purchase Price shall equal the Total Purchase Price.

• The adjustments to the Local Purchase Price in respect of each Acquired Company shall include that portion of the adjustment provided for in Section 3.06 in compensation for the global settlement of the Intercompany Accounts that shall be attributable to that Acquired Company.

• Dexter and Buyer have agreed to the Local Purchase Price for each such country as set forth in Exhibit D (the "Allocation").

• The parties hereto agree that any Local Purchase Price paid by a Local Purchaser shall constitute a reduction (on a dollar for dollar basis) to the Purchase Price paid by the Purchaser hereunder, such that the total purchase price for the Purchased Business globally remains constant.

• Each Local Purchase Price shall be expressed in U.S. dollars using the Financial Exchange Rate for the applicable local currency for the Valuation Time, except that Local Purchase Price for the Acquired Assets, net of Acquired Liabilities, in the U.S. shall be adjusted as necessary so that the aggregate of all Local Purchase Prices shall equal the Total Purchase Price.

• Grace and Buyer have agreed to the Local Purchase Price for each such country as set forth in Exhibit B (the "Allocation").

• If for any reason, the Closing does not occur by 11:59 P.M., New York time, on January 5, 2015, the Seller shall refund to the Purchaser or its designated Affiliates each of the Local Purchase Price Payments not later than January 9, 2015 by means of a wire transfer of immediately available funds to such account or accounts as designated by the Purchaser.

• The Vendor Group shall pay the equivalent amount to the Purchaser within five (5) Business Days after such Local Vendor receives the Local Purchase Price.

• The written notice to be delivered by Seller to Purchaser pursuant to the first sentence of this subsection shall set forth the applicable Exchange Rate and the amount of each Local Purchase Price to be paid at the Closing.

More Definitions of Local Purchase Price

Local Purchase Price means the purchase price payable under a Local Sale and Purchase Agreement.

Local Purchase Price means, with respect to Deutsche Bank or any Seller, the portion of the Purchase Price allocated pursuant to the Allocation Method to the portion of the Business transferred by such Person in relation to a particular jurisdiction.

Local Purchase Price for each country in which a portion of the Coatings Business is to be conveyed from one of the Selling Companies to one of the Buying Companies shall mean the portion of the Total Purchase Price allocated to the conveyance in such country (which allocation shall be made in accordance with the agreed upon fair market values of the portion of the Acquired Assets and the Coatings Business located in each country), provided that the aggregate of the Local Purchase Prices shall equal the Total Purchase Price. Dexter and Buyer have agreed to the Local Purchase Price for each such country as set forth in Exhibit D (the "Allocation"). Prior to the Closing Date, Dexter and Buyer shall, in good faith, negotiate a specific allocation, in accordance with the Allocation, that complies with the requirements of Section 1060 of the Code and any other applicable provision of state, local or foreign tax law (the "Specific Allocation"). Each of the Dexter Group and the Buyer Group shall, except for allocations relating to expenses incurred in the transactions contemplated herein which are included in the purchase price for Buyer, be bound by the Allocation and the Specific Allocation for all tax purposes including the preparation and filing of tax returns. In the event that