Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 8.2 and Section 8.3 shall be treated as adjustments to the Purchase Price for Tax purposes.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Koninklijke Philips Electronics Nv), Stock Purchase Agreement (NXP Manufacturing (Thailand) Co., Ltd.)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 8.2 and Section 8.3 7.2, 7.3 or 7.4 shall be treated as adjustments to the Purchase Price Merger Consideration for Tax purposes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EVERTEC, Inc.), Agreement and Plan of Merger (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 8.2 and 10.2 or Section 8.3 10.3 hereof shall be treated as adjustments to the Purchase Price 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 8.2 and 7.2 or Section 8.3 7.3 shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposespurposes to the extent permitted by applicable Law.
Appears in 2 contracts
Samples: Share Purchase Agreement (C&F International Holdings LTD), Share Purchase Agreement (C&F International Holdings LTD)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 8.2 and 7.2 or Section 8.3 7.3 hereof shall be treated as adjustments to the Purchase Price consideration paid pursuant to the Transaction for Tax purposes.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Science Applications International Corp), Asset Purchase Agreement (Unisys Corp)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 8.2 and Section 8.3 7.2 or 7.3 hereof shall be treated as adjustments to the 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 8.2 and 9.2 or Section 8.3 9.3 hereof shall be treated as adjustments to the Purchase Price for Cash Distribution to the maximum extent permitted by applicable Tax purposesLaw.
Appears in 2 contracts
Samples: Omnibus 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 8.2 and Section 8.3 5.4, 7.2 or 7.3 hereof shall be treated as adjustments to the 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 8.2 and Section 8.3 7.2 or 7.3 shall be treated as adjustments to the Purchase Price consideration paid pursuant to the transactions contemplated hereby for Tax purposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 8.2 and Section 8.3 Sections 6.2 or 6.3 shall be treated as adjustments to the Purchase Price for Tax purposes.. 6.9
Appears in 1 contract
Samples: Purchase Agreement
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 8.2 and 7.2 or Section 8.3 7.3 shall be treated as adjustments to the Purchase Price 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 8.2 and Section 8.3 7.02 or 7.03 shall be treated as adjustments to the Purchase Price Consideration or, if applicable, as a direct or indirect member contribution of such amount by Seller to the Companies, for Tax purposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 8.2 and 7.2 or Section 8.3 7.3 shall be treated as adjustments to the Purchase Price 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 8.2 and Section 8.3 Sections 10.2 or 10.3 hereof shall be treated as adjustments to the Purchase Price 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 8.2 and Section 8.3 7.2 or 7.3 shall be treated as adjustments to the Purchase Price for Tax purposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 8.2 and 11.2 or Section 8.3 11.3 shall be treated as adjustments to the Purchase Price for Tax tax purposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim claims pursuant to Section 8.2 and 11.2 or Section 8.3 11.3 shall be treated as adjustments to the Purchase Price consideration paid pursuant to the Transactions for Tax purposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 8.2 and Section 8.3 5.4, 7.2 or 7.3 hereof shall be treated as adjustments to the Total Purchase Price for all Tax purposes.
Appears in 1 contract
Samples: Lease Agreement (Eastman Kodak Co)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 8.2 and Section 8.3 5.4, 7.2 or 7.3 hereof shall be treated as adjustments to the Purchase Price for Tax all purposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 8.2 and 5.2 or Section 8.3 5.3 hereof shall be treated as adjustments to the Purchase Price 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 8.2 and Section 8.3 Sections 6.2 or 6.3 shall be treated as adjustments to the Purchase Price for Tax purposes.
Appears in 1 contract
Samples: Purchase Agreement (Sothebys)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 8.2 and Section 8.3 10.2 shall be treated as adjustments to the Purchase Price Upfront Payment for Tax purposespurposes unless required otherwise by Law.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 8.2 and or Section 8.3 hereof shall be treated as adjustments to the Purchase Price for Tax purposesconsideration paid pursuant to the Transaction.
Appears in 1 contract
