Common use of Characterization of Indemnification Payments Clause in Contracts

Characterization of Indemnification Payments. The Parties agree that any indemnification payments made pursuant to this Article IX shall be treated for all Tax purposes as an adjustment to the Merger Consideration unless otherwise required by Law.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Turnstone Biologics Corp.), Agreement and Plan of Merger (Nextgen Healthcare, Inc.), Agreement and Plan of Merger (Vir Biotechnology, Inc.)

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Characterization of Indemnification Payments. The Parties parties agree that any indemnification payments made pursuant to this Article IX shall be treated for all Tax purposes as an adjustment to the Merger Consideration purchase price unless otherwise required by Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Providence Service Corp), Agreement and Plan of Merger (Shire PLC)

Characterization of Indemnification Payments. The Parties parties agree that any indemnification to treat all payments made pursuant to this Article IX shall be treated for all Tax purposes as an adjustment adjustments to the Merger Closing Consideration for Tax purposes, unless otherwise required by applicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CONMED Corp), Agreement and Plan of Merger (CONMED Corp)

Characterization of Indemnification Payments. The Parties parties agree that any indemnification payments made pursuant to this Article IX shall shall, to the maximum extent permitted by Law, be treated for all Tax purposes as an adjustment to the Merger Consideration unless otherwise required by LawPurchase Price.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Care.com Inc), Equity Purchase Agreement (Care.com Inc)

Characterization of Indemnification Payments. The Parties agree that any indemnification payments made pursuant to this Article IX shall be treated for all Tax purposes as an adjustment to the Merger Consideration unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Alumis Inc.)

Characterization of Indemnification Payments. The Parties parties agree that any indemnification payments made pursuant to this Article IX ARTICLE VIII shall be treated for all Tax purposes as an adjustment to the Base Merger Consideration unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Prosper Marketplace Inc)

Characterization of Indemnification Payments. The Parties parties agree that any indemnification payments made pursuant to this Article IX shall be treated for all Tax purposes as an adjustment to the Base Merger Consideration unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brown & Brown Inc)

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Characterization of Indemnification Payments. The Parties agree that any indemnification payments made pursuant to this Article IX XII shall be treated for all Tax purposes as an adjustment to the Merger Consideration unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ribbon Communications Inc.)

Characterization of Indemnification Payments. The Parties parties agree that any indemnification payments made pursuant to this Article IX shall be treated for all Tax purposes as an adjustment to the Merger Consideration unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Astronics Corp)

Characterization of Indemnification Payments. The Parties parties agree that any indemnification payments made pursuant to this Article IX shall be treated for all Tax purposes as an adjustment to the purchase price paid in the Merger Consideration unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Post Holdings, Inc.)

Characterization of Indemnification Payments. The Parties agree that any indemnification payments made pursuant to this Article IX VIII shall be treated for all Tax purposes as an adjustment to the Merger Consideration purchase price unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuvasive Inc)

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