OPINION
CEDARBAUM, District Judge.
This action arises out of United States Banknote Corporation's purchase of Thomas De La Rue Grafica é Servicos Limitada ("Grafica"), a Brazilian subsidiary of Thomas De La Rue AG ("TDLR"). The transaction is memorialized in a Stock Purchase Agreement (the "Agreement") dated June 7, 1993, between Banknote and TDLR. Pursuant to the Agreement, Banknote paid $45 million to TDLR for Grafica, of which $38 million...
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