Character of Indemnity Payments. The Parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price, unless otherwise required by law (including by a determination of a Tax Authority that, under applicable law, is not subject to further review or appeal).
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Dupont Fabros Technology, Inc.), Assignment and Assumption Agreement (General Electric Capital Corp), Purchase and Sale Agreement (Blackstone Mortgage Trust, Inc.)
Character of Indemnity Payments. The Parties agree that any indemnification payments made with respect to this Agreement shall be treated for all applicable Tax purposes as an adjustment to the Unadjusted Purchase Price, Price unless otherwise required by law (including by a determination of a Tax Authority that, under applicable law, is not subject to further review or appeal)Law.
Appears in 3 contracts
Samples: Equity Interest Purchase Agreement (Fortegra Group, LLC), Equity Interest Purchase Agreement (Fortegra Group, LLC), Equity Interest Purchase Agreement (Tiptree Inc.)
Character of Indemnity Payments. The Parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price, Price unless otherwise required by law (including by a determination of a Tax Authority that, under applicable law, is not subject to further review or appeal)Law.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Standard Diversified Inc.), Master Transaction Agreement (Enstar Group LTD), Novation and Assumption Agreement (United Insurance Holdings Corp.)
Character of Indemnity Payments. The Parties parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Priceconsideration paid by the Company, unless otherwise required by law Law (including by a determination of a Tax Authority that, under applicable lawLaw, is not subject to further review or appeal).
Appears in 3 contracts
Samples: Contribution Agreement (Silver Bay Realty Trust Corp.), Contribution Agreement (American Homes 4 Rent), Contribution Agreement (American Homes 4 Rent)
Character of Indemnity Payments. The Parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price, unless otherwise required by law (including by a determination of a Tax Authority that, under applicable law, is not subject to further review or appeal).
Appears in 3 contracts
Samples: Stock Purchase Agreement (NV5 Global, Inc.), Stock Purchase Agreement (NV5 Holdings, Inc.), Stock Purchase Agreement (NV5 Holdings, Inc.)
Character of Indemnity Payments. The Parties parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Priceconsideration paid by the Operating Partnership for the Advisor Interest and the Transferred Subsidiary Stock, unless otherwise required by law Law (including by a determination of a Tax Authority that, under applicable lawLaw, is not subject to further review or appeal).
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (Dividend Capital Trust Inc)
Character of Indemnity Payments. The Parties parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price, unless otherwise required by law (including by a determination of a Tax Authority authority that, under applicable law, is not subject to further review or appeal).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Growlife, Inc.), Securities Purchase Agreement (American Tower Corp /Ma/)
Character of Indemnity Payments. The Parties parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price, Price unless otherwise required by law (including by a determination of a Tax Authority that, under applicable law, is not subject to further review or appeal)Law.
Appears in 1 contract
Character of Indemnity Payments. The Parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price, unless otherwise required by law Law (including by a determination of a Tax Authority authority that, under applicable lawLaw, is not subject to further review or appeal).
Appears in 1 contract
Character of Indemnity Payments. The Parties parties hereto agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase PriceContribution Consideration, unless otherwise required by law (including by a determination of a Tax Authority that, under applicable law, is not subject to further review or appeal)Law.
Appears in 1 contract
Samples: Contribution Agreement
Character of Indemnity Payments. The Parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax and other purposes as an adjustment to the Unadjusted Purchase Price, unless otherwise required by law (including by a determination of a Tax Authority that, under applicable law, is not subject to further review or appeal)Legal Requirement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bridgeway National Corp.)
Character of Indemnity Payments. The Parties agree that any Any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to or refund of the Unadjusted Purchase PriceConsideration, unless otherwise required by law Law (including by a determination of a Tax Authority authority that, under applicable lawLaw, is not subject to further review or appeal).
Appears in 1 contract
Samples: Stock Purchase Agreement (Global Medical REIT Inc.)
Character of Indemnity Payments. The Parties parties hereto agree that any indemnification or reimbursement payments made with respect to this Agreement shall shall, so far as is legally permissible, be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price, unless otherwise required by law (including by a determination of a Tax Authority that, under applicable law, is not subject to further review or appeal).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ares Commercial Real Estate Corp)
Character of Indemnity Payments. The Parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Final Purchase Price, unless otherwise required by law Law (including by a determination of a Tax Authority authority that, under applicable lawLaw, is not subject to further review or appeal).
Appears in 1 contract
Samples: Securities Purchase and Merger Agreement (American Tower Corp /Ma/)
Character of Indemnity Payments. The Parties parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Pricepurchase price for all applicable Tax purposes, unless except as otherwise required by law (including by a determination of a Tax Authority that, under applicable law, is not subject to further review or appeal)Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prudential Financial Inc)
Character of Indemnity Payments. The Parties parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price, unless otherwise required by law (including by a determination of a Tax Authority that, under applicable law, is not subject to further review or appeal).
Appears in 1 contract
Character of Indemnity Payments. The Parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price, Price unless otherwise required by law (including by a determination of a Tax Authority that, under applicable law, is not subject to further review or appeal).Law. 57
Appears in 1 contract
Samples: Stock Purchase Agreement (Special Diversified Opportunities Inc.)
Character of Indemnity Payments. The Parties agree that any indemnification payments made with respect to this Agreement shall will be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price, unless otherwise required by law Law (including by a determination of a Tax Taxing Authority that, under applicable lawLaw, is not subject to further review or appeal).
Appears in 1 contract
Character of Indemnity Payments. The Parties parties agree that any indemnification payments made with respect to this Agreement shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price, unless otherwise required by law (including by a determination of a Tax Authority authority that, under applicable law, is not subject to further review or appeal).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Extra Space Storage Inc.)
