Examples of US Purchase Price in a sentence
The Parties agree to the allocation of the US Purchase Price first, between the Sellers and, thereafter, with respect to that portion of the US Purchase Price allocated to each of the Sellers, among the separate classes of assets of Purchased Assets purchased from each Seller in accordance with Section 1060 of the Code and Treasury Regulations thereunder (and any similar provision of state, local or non-U.S. Law, as appropriate), as set forth on Schedule 2.04(a) (the “US Agreed Allocation”).
The Closing US Purchase Price shall, if necessary, be further adjusted such that the Closing US Purchase Price would equal the amount that it would have been adjusted to under Section 2.04(a) if the Final Working Capital had been substituted for the Estimated Working Capital at Closing (as adjusted, the “Final US Purchase Price” for all purposes herein).
Following the Closing, unless otherwise required by Law, for U.S. federal income Tax and other applicable Tax purposes, any payment made pursuant to this ARTICLE X shall be treated by the Parties as an adjustment to the US Purchase Price received by the Sellers in the Transactions, and such treatment shall be followed for non-U.S. purposes to the extent applicable.
The Foreign Assets shall not be treated as Purchased Assets for purposes of this Agreement or used in the calculation of the US Purchase Price or any adjustment to the US Purchase Price contemplated by this Agreement.
Any payment owed pursuant to this Section 2.04(f) (such payment, the “Purchase Price Adjustment”) will be paid within five (5) Business Days after the Final US Purchase Price is determined pursuant to this Section 2.04, in accordance with this Section 2.04(f).