Characterization of Indemnification Payments. Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Liberty Latin America Ltd.), Securities Purchase Agreement, Securities Purchase Agreement (Verizon Communications Inc)
Characterization of Indemnification Payments. Except as otherwise required by applicable Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof 12.2 or Section 12.3 shall be treated as adjustments to the Purchase Price for all applicable Tax purposes.
Appears in 4 contracts
Samples: Option and Asset Purchase Agreement (Fusion Pharmaceuticals Inc.), Purchase and Sale Agreement, Asset Purchase Agreement (Angiodynamics Inc)
Characterization of Indemnification Payments. Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 8.2 or 8.3 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Liberty Latin America Ltd.), Stock Purchase Agreement (At&t Inc.), Stock Purchase Agreement (Frontier Communications Corp)
Characterization of Indemnification Payments. Except as otherwise required by applicable Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof 12.2 or Section 12.3 shall be treated as adjustments to the Global Purchase Price for all applicable Tax purposes.
Appears in 3 contracts
Samples: Master Purchase Agreement (Warner Chilcott LTD), Master Purchase Agreement (Teva Pharmaceutical Industries LTD), Master Purchase Agreement (Allergan PLC)
Characterization of Indemnification Payments. Except as otherwise required by Law, all All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 9.2 or Section 9.3 hereof shall be treated as adjustments to the Final Purchase Price for Tax purposes, except as otherwise required by applicable Law.
Appears in 3 contracts
Samples: Registration Rights Agreement (EnLink Midstream Partners, LP), Registration Rights Agreement (EnLink Midstream Partners, LP), Registration Rights Agreement
Characterization of Indemnification Payments. Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 6.23, Section 8.2 or Section 8.3 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.
Appears in 3 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Verizon Communications Inc), Securities Purchase Agreement (Frontier Communications Corp)
Characterization of Indemnification Payments. Except as otherwise required by Law, all All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 8.2 or 8.3 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Conexant Systems Inc), Asset Purchase Agreement (Conexant Systems Inc)
Characterization of Indemnification Payments. Except as otherwise required by Law, all All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 9.2 hereof shall be treated as adjustments to the Purchase Price purchase price as determined for Tax purposespurposes to the extent consistent with applicable Law.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
Characterization of Indemnification Payments. Except as otherwise required by Law, all All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof Sections 4.2 or 4.3 shall be treated as adjustments to the Final Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (CEGP Acquisition, LLC), Purchase and Sale Agreement (Central Energy Partners Lp)
Characterization of Indemnification Payments. Except as otherwise required by applicable Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof 12.2 or Section 12.3 shall be treated as adjustments to the Purchase Price purchase price for all applicable Tax purposes.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Medicines Co /De), Purchase and Sale Agreement (Melinta Therapeutics, Inc. /New/)
Characterization of Indemnification Payments. Except as otherwise required by To the extent allowed under applicable Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 7.2 or 7.3 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.
Appears in 1 contract
Samples: Share Purchase Agreement (Cree Inc)
Characterization of Indemnification Payments. Except as otherwise required by To the extent allowed under applicable Law, all payments made by or on behalf of an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 8.2 (including Schedule G) or 8.3 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (J2 Global Communications Inc)
Characterization of Indemnification Payments. Except as otherwise required by Law, all All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 6.3 or 6.4 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.. Section 6.9
Appears in 1 contract
Characterization of Indemnification Payments. Except as otherwise required by applicable Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof 11.2 or Section 11.3 shall be treated as adjustments to the Purchase Price for all applicable Tax purposes.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)
Characterization of Indemnification Payments. Except as otherwise required by LawTo the extent permitted pursuant to Applicable Laws, all payments made by or on behalf of an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof Article 9 shall be treated as adjustments to the Purchase Price for Tax purposes.
Appears in 1 contract
Characterization of Indemnification Payments. Except as otherwise required by Law, all All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof 8.2 or 8.3 shall be treated as adjustments to the Purchase Price for Tax purposespurposes unless otherwise required by Law.
Appears in 1 contract
Characterization of Indemnification Payments. Except as otherwise required by Law, all All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof 7.2 or Section 7.3 shall be treated as adjustments to the Purchase Price for Tax purposes, to the extent permitted by Applicable Local Law.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Jefferies Group Inc /De/)
Characterization of Indemnification Payments. Except as otherwise required by Law, all All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 5.5(a), Section 7.2 or Section 7.3 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.
Appears in 1 contract
Characterization of Indemnification Payments. Except as otherwise required by Law, all All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 Sections 5.1 or 6.2 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mad Catz Interactive Inc)
