Adjustments to the Purchase Price. Buyer and the Company Shareholders agree to treat any amounts payable after the Closing by the Company Shareholders to Buyer (or by Buyer to the Company Shareholders) pursuant to this Agreement as an adjustment to the Purchase Price, unless a final determination by the appropriate Taxing Authority or court causes any such payment not to be treated as an adjustment to the Purchase Price for Tax purposes.
Appears in 1 contract
Adjustments to the Purchase Price. Buyer Purchaser and the Company Shareholders Seller agree to treat any amounts payable after the Closing by the Company Shareholders Seller to Buyer Purchaser (or by Buyer Purchaser to the Company ShareholdersSeller) pursuant to this Agreement as an adjustment to the Purchase Price, unless a final determination by the appropriate Taxing Authority taxing authority or court causes any such payment not to be treated as an adjustment to the Purchase Price for Tax purposes.
Appears in 1 contract
Samples: Asset Purchase Agreement (Portec Rail Products Inc)
Adjustments to the Purchase Price. The Buyer and the Company Shareholders agree to treat any amounts payable after the Closing by the Company Shareholders to Buyer (or by Buyer to the Company ShareholdersCompany) pursuant to this Agreement as an adjustment to the Purchase Price, unless a final determination by the appropriate Taxing Authority or court causes any such payment not to be treated as an adjustment to the Purchase Price for Tax purposes.
Appears in 1 contract
Adjustments to the Purchase Price. Buyer and the Company Shareholders Sellers agree to treat any amounts payable after the Closing by the Company Shareholders Sellers to Buyer (or by Buyer to the Company ShareholdersSellers) pursuant to this Agreement as an adjustment to the Purchase Pricepurchase price payable hereunder, unless a final determination by the appropriate Taxing Authority or court of competent jurisdiction causes any such payment not to be treated as an adjustment to the Purchase Price purchase price payable hereunder for Tax purposes.
Appears in 1 contract
Samples: Stock Purchase Agreement (Prestige Brands Holdings, Inc.)
Adjustments to the Purchase Price. Buyer and the Company Shareholders Sellers agree to treat any amounts payable after the Closing by the Company Shareholders Sellers to Buyer (or by Buyer to the Company ShareholdersSellers) pursuant to this Agreement as an adjustment to the Purchase Price, unless a final determination by the appropriate Taxing Tax Authority or court causes any such payment not to be treated as an adjustment to the Purchase Price for Tax purposes.
Appears in 1 contract
Samples: Stock Purchase Agreement (Massive Interactive, Inc.)
Adjustments to the Purchase Price. Buyer and each of the Company Shareholders Sellers agree to treat any amounts payable after the Closing by either of the Company Shareholders Sellers to Buyer (or by Buyer to either of the Company ShareholdersSellers) pursuant to this Agreement as an adjustment to the Purchase Price, Price unless a final determination “determination” (within the meaning of Section 1313(a) of the Code) by the appropriate Taxing Authority or court causes any such payment not to be treated as an adjustment to the Purchase Price Price, as the case may be, for Tax purposes.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (SFX Entertainment, INC)
Adjustments to the Purchase Price. For all Tax purposes, the Buyer and the Company Shareholders Sellers agree to treat any amounts payable after the Closing by the Company Shareholders or any other Seller to the Buyer (or by the Buyer to the Company Shareholdersor any other Seller) pursuant to this Agreement (including, for the avoidance of doubt, any payment under Article XI) as an adjustment to the Purchase Price, unless a final determination by the appropriate Taxing Authority or court causes any such payment not to be treated as an adjustment to the Final Cash Purchase Price for Tax purposesunless otherwise required by applicable Law.
Appears in 1 contract
Samples: Sale Agreement (Harris Corp /De/)
Adjustments to the Purchase Price. The Buyer and the Company Shareholders Sellers agree to treat any amounts payable after the Closing by the Company Shareholders to Buyer (or by Buyer to the Company ShareholdersCompany) pursuant to this Agreement (including, for the avoidance of doubt, any payment under Article XI) as an adjustment to the Final Cash Purchase PricePrice for Tax purposes, unless a change in applicable Tax Law, or final determination by the appropriate Taxing Authority or court causes any such payment not to be treated as an adjustment to the Final Cash Purchase Price for Tax purposes.
Appears in 1 contract
Samples: Sale Agreement (Emcore Corp)