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.
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Local Purchase Price means one of the Local Purchase Prices.
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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).

  • This assessment will undertake the following steps to assess the potential impact on global warming.

  • 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.

  • 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.

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

  • 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").

  • 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.

  • If Buyer decides to exercise the option pursuant to this subsection (ii) such that the business otherwise subject to the Suspended Conveyance shall be conveyed to Buyer at the Closing, then the payment of the Local Purchase Price relating to such business will be made as otherwise set forth in this Agreement and not as contemplated by Section 2.5(b)(ii).


More Definitions of Local Purchase Price

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

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Total Purchase Price means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.

  • Initial Purchase Price has the meaning set forth in Section 2.1.

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Loan Purchase Price With respect to any Home Equity Loan purchased from the Trust on or prior to a Monthly Remittance Date pursuant to Section 3.04, 3.06(b) or 8.10(b) hereof, an amount equal to the outstanding principal balance of such Home Equity Loan as of the date of purchase (assuming that the Monthly Remittance Amount remitted by the Servicer on such Monthly Remittance Date has already been remitted), plus all accrued and unpaid interest on such Home Equity Loan at the Coupon Rate to but not including the date of such purchase together with (without duplication) the aggregate amounts of (i) all unreimbursed Delinquency Advances and Servicing Advances theretofore made with respect to such Home Equity Loan, (ii) all Delinquency Advances which the Servicer has theretofore failed to remit with respect to such Home Equity Loan, (iii) all reimbursed Delinquency Advances and Servicing Advances to the extent that reimbursement is not made from the Mortgagor and (iv) any costs and damages incurred by the Trust in connection with any violation by the Home Equity Loan of any predatory or abusive lending law.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • the Purchase Price means the price to be paid by the Buyer to the Seller for the purchase of the Property;

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Receivables Purchase Price means $1,375,000,017.71.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Redemption Call Purchase Price has the meaning set out in Section 5.2(a).

  • Mortgage Loan Purchase Price The price, calculated as set forth in Section 10.01, to be paid in connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • Initial Purchase Date means the date on which the first Purchase made pursuant to this Agreement shall occur.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

  • Original Purchase Date means with respect to any Loan, the date such Loan was purchased by Town Hall Funding from the Master Depositor pursuant to the Conveyance Agreement.

  • Warrant Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Contract Purchase Price means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

  • Aggregate Supplemental Purchase Amount with respect to this Supplemental Transfer Agreement shall be $________; provided, however, that such amount shall not exceed the amount on deposit in the Supplemental Loan Account.

  • Additional Purchasers means purchasers of Additional Notes.