Characterization of Indemnification Payments. All amounts paid by Seller or Purchaser in respect of indemnification under this Article XII shall, to the extent permitted by Law, be treated for all purposes as adjustments to the Initial Purchase Price.
Appears in 3 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Cabot Corp), Sale and Purchase Agreement (Cabot Corp)
Characterization of Indemnification Payments. All amounts paid by Seller the Sellers to Purchaser or its Affiliates or by Purchaser in respect of indemnification under to the Sellers or its Affiliates pursuant to this Article XII shall, to the extent permitted by Law, VIII or Article IX shall be treated for all purposes as adjustments to the Initial Purchase PricePrice for all Tax purposes.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Educate Inc), Asset Purchase Agreement (Apollo Investment Fund Iv Lp), Asset Purchase Agreement (Sylvan Learning Systems Inc)
Characterization of Indemnification Payments. All Any and all amounts paid of indemnification provided by the Seller or Purchaser in respect of indemnification Buyer under this Article XII shall, VIII (including any amounts provided by Seller pursuant to the extent permitted by Law, Section 8.7 hereof) shall be treated for all Tax purposes as adjustments to the Initial Purchase Price.
Appears in 2 contracts
Samples: Share Purchase Agreement (FCA Acquisition Corp.), Share Purchase Agreement (Johnstown America Industries Inc)
Characterization of Indemnification Payments. All amounts paid by Seller Acquiror or Purchaser in respect of indemnification Sellers, as the case may be, under this Article XII shall, to the extent permitted by Law, VII or Article VIII shall be treated for all purposes as adjustments to the Initial Purchase PricePrice for all Tax purposes.
Appears in 2 contracts
Samples: Stock Purchase Agreement (CMS Energy Corp), Stock Purchase Agreement (Duke Energy Corp)
Characterization of Indemnification Payments. All amounts paid by Seller Acquiror or Purchaser in respect of indemnification Seller, as the case may be, under this Article XII shall, to the extent permitted by Law, VII or Article VIII shall be treated for all purposes as adjustments to the Initial Purchase PricePrice for all Tax purposes.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Triarc Companies Inc), Stock Purchase Agreement (Quaker Oats Co)
Characterization of Indemnification Payments. All amounts paid payments made by Seller or Purchaser in respect of indemnification under the Sellers pursuant to this Article XII shallshall be treated, to the fullest extent permitted by possible under applicable Law, be treated for all purposes as adjustments to the Initial Purchase Priceconsideration paid by the Purchaser hereunder for the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (New Residential Investment Corp.)
