Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.3 or 7.4 shall be treated as adjustments to the Merger Consideration for Tax purposes.
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Samples: Merger Agreement (EVERTEC, Inc.), Merger Agreement (Popular Inc)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.3 10.2 or 7.4 Section 10.3 hereof shall be treated as adjustments to the Merger Consideration for Cash Distribution to the maximum extent permitted by applicable Tax purposesLaw.
Appears in 2 contracts
Samples: Contribution Agreement (Spectra Energy Partners, LP), Contribution Agreement
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.3 Sections 6.2 or 7.4 6.3 shall be treated as adjustments to the Merger Consideration Purchase Price for Tax purposes.
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Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.3 8.2 or 7.4 8.3 hereof shall be treated as adjustments to the Merger Consideration 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. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.2 or Section 7.3 or 7.4 hereof shall be treated as adjustments to the Merger Consideration consideration paid pursuant to the Transaction for Tax purposes.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Unisys Corp), Asset Purchase Agreement (Science Applications International Corp)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.3 9.2 or 7.4 Section 9.3 hereof shall be treated as adjustments to the Merger Consideration for Cash Distribution to the maximum extent permitted by applicable Tax purposesLaw.
Appears in 2 contracts
Samples: Contribution Agreement (Spectra Energy Corp.), Contribution Agreement
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.2 or 7.3 or 7.4 hereof shall be treated as adjustments to the Merger Consideration Purchase Price for Tax purposes.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Return on Investment Corp), Asset Purchase Agreement (Return on Investment Corp)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.3 or 7.4 10.2 shall be treated as adjustments to the Merger Consideration Upfront Payment for Tax purposespurposes unless required otherwise by Law.
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Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.25.4, 7.2 or 7.3 or 7.4 hereof shall be treated as adjustments to the Merger Consideration Purchase Price for Tax purposes.
Appears in 1 contract
Samples: Asset Purchase Agreement (Danka Business Systems PLC)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.3 8.2 or 7.4 Section 8.3 hereof shall be treated as adjustments to the Merger Consideration for Tax purposesconsideration paid pursuant to the Transaction.
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Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.25.4, 7.2 or 7.3 or 7.4 hereof shall be treated as adjustments to the Merger Consideration Total Purchase Price for all Tax purposes.
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Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.3 Sections 10.2 or 7.4 10.3 hereof shall be treated as adjustments to the Merger Consideration consideration paid pursuant to the transactions contemplated by this Agreement for Tax purposes.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Impax Laboratories Inc)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.2 or 7.3 or 7.4 shall be treated as adjustments to the Merger Consideration consideration paid pursuant to the transactions contemplated hereby for Tax purposes.
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Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.25.4, 7.2 or 7.3 or 7.4 hereof shall be treated as adjustments to the Merger Consideration Purchase Price for Tax all purposes.
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Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.2 or 7.3 or 7.4 shall be treated as adjustments to the Merger Consideration Purchase Price for Tax purposes.
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Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.2 or Section 7.3 or 7.4 shall be treated as adjustments to the Merger Consideration purchase price set forth in Section 2.2 for Tax purposespurposes to the extent permitted by applicable Law.
Appears in 1 contract
Samples: Share Purchase Agreement (Right Advance Management Ltd.)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.2 or Section 7.3 or 7.4 shall be treated as adjustments to the Merger Aggregate Consideration for Tax purposes, to the maximum extent permitted by applicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Korn Ferry International)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.3 11.2 or 7.4 Section 11.3 shall be treated as adjustments to the Merger Consideration Purchase Price for Tax tax purposes.
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Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.3 5.2 or 7.4 Section 5.3 hereof shall be treated as adjustments to the Merger Consideration for Tax purposesconsideration paid pursuant to the Transaction.
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Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim claims pursuant to Section 7.2, 7.3 11.2 or 7.4 Section 11.3 shall be treated as adjustments to the Merger Consideration consideration paid pursuant to the Transactions for Tax purposes.
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Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.25.5(a), Section 7.2 or Section 7.3 or 7.4 hereof shall be treated as adjustments to the Merger Consideration Purchase Price for Tax purposes.
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Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.3 7.02 or 7.4 7.03 shall be treated as adjustments to the Merger Purchase Consideration or, if applicable, as a direct or indirect member contribution of such amount by Seller to the Companies, for Tax purposes.
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Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2, 7.3 6.3 or 7.4 6.4 hereof shall be treated as adjustments to the Merger Consideration Purchase Price for Tax purposes.
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