Common use of Determination of Adverse Consequences Clause in Contracts

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Price.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Nexgel, Inc.), Asset Purchase Agreement (Onstream Media CORP)

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Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8ss.8. All indemnification payments under this §8 ss.8 shall be deemed adjustments to the Purchase Price.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Eif Holdings Inc), Stock Purchase Agreement (Eif Holdings Inc), Asset Purchase Agreement (Accelr8 Technology Corp)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 6. All indemnification payments under this §8 Section 6 shall be deemed adjustments to the Purchase Price.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Euronet Worldwide Inc), Asset Purchase Agreement (Euronet Worldwide Inc), Stock and Asset Purchase Agreement (Koala Corp /Co/)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 6. All indemnification payments under this §8 Section 6 shall be deemed adjustments to the Purchase Price.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Interactive Magic Inc /Nc/), Stock Purchase Agreement (Paravant Inc)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 and §9(a) shall be deemed adjustments to the Purchase Price.

Appears in 2 contracts

Samples: Business Sale and Membership Interest (Penford Corp), Business Sale and Membership Interest (Penford Corp)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 11. All indemnification payments under this §8 Section 11 shall be deemed adjustments to the Purchase Price.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Grace Development Inc), Agreement and Plan of Merger (Grace Development Inc)

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Price.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Evolution Resources, Inc.), Stock Purchase Agreement (Evolution Resources, Inc.)

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and proceeds and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section10 or Section11. All indemnification payments under this §8 Section10 or Section11 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement (Valcor Inc)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate interest rate on the Notes as the discount rate) in determining Adverse Consequences for purposes of this §8Section 10. All indemnification payments under this §8 Section 10 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement by And (New Generation Foods Inc)

Determination of Adverse Consequences. The In determining Adverse Consequences for purposes of this Section 7, the Parties shall (i) take into account the time cost of money (using the Applicable Rate as the discount rate), (ii) in determining Adverse Consequences disregard any materiality qualification set forth herein, and (iii) make appropriate adjustments for purposes of this §8tax consequences and insurance coverage. All indemnification payments under this §8 Section 7 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Sutter Holding Co Inc)

Determination of Adverse Consequences. The Parties shall take into ------------------------------------- account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8(S)8. All indemnification payments under this §8 (S)8 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement (Benthos Inc)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) insurance proceeds actually received in determining Adverse Consequences for purposes of this §89. All indemnification payments under this §8 9 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Able Telcom Holding Corp)

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be deemed adjustments to the Closing Purchase Price, provided that to the Knowledge of the Seller and the Target there are no insurance claims whatsoever outstanding against the Target and that none has been lodged.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hecla Mining Co/De/)

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8sec. 10. All indemnification payments under this §8 sec.10 shall be deemed adjustments to the Purchase Price.. f.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Lynch Corp)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 10. All indemnification payments under this §8 Section 10 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ap Pharma Inc /De/)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8ss.9. All indemnification payments under this §8 ss.9 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lason Inc)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Price.Merger Consideration. (f)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roper Industries Inc /De/)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Article VIII. All indemnification payments under this §8 Article VIII and Section 9.1 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Unit Purchase Agreement (Juhl Wind, Inc)

Determination of Adverse Consequences. The Parties shall take into account the time cost value of money (using the Applicable Rate as the discount rate or the interest rate, as the case may be) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Final Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Petroleum Place Inc)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the interest discount rate) in determining Adverse Consequences for purposes of this §8Article VIII. All indemnification payments under this §8 Article VIII shall be deemed adjustments to the Purchase Pricepurchase price of the Company Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Viasoft Inc /De/)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 9. All indemnification payments under this §8 Section 9 shall be deemed adjustments to the Purchase PriceConsideration.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nstor Technologies Inc)

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8[section]8. All indemnification payments under this §8 [section]8 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ich Corp /De/)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §(S) 8. All indemnification payments under this §(S) 8 shall be deemed adjustments to the Purchase PriceMerger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roper Industries Inc /De/)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) and insurance proceeds to the Indemnified Party in determining Adverse Consequences for purposes of this §8ss.8. All indemnification payments under this §8 ss.8 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (D & K Healthcare Resources Inc)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8(S) 7. All indemnification payments under this §8 (S) 7 shall be deemed adjustments to the Purchase PriceMerger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roper Industries Inc /De/)

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Determination of Adverse Consequences. The Parties shall make appropriate adjustments for insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 and §9 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Access Plans USA, Inc.)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8, which Applicable Rate shall begin to accrue on the date the claim is made through the final resolution and payment of such claim. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Group Simec Sa De Cv)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 7. All indemnification payments under this §8 Section 7 shall be deemed adjustments to the Purchase Priceconsideration specified above in Section 2(c).

Appears in 1 contract

Samples: Stock Purchase Agreement (Coach Inc)

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance proceeds actually received and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §section 8. All indemnification payments under this §section 8 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Share Purchase Agreement (GMM Capital LLC)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 9. All indemnification payments under this §8 Section 9 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rako Capital Corp)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Asset Purchase PriceConsideration.

Appears in 1 contract

Samples: Asset Purchase Agreement (Roper Industries Inc /De/)

Determination of Adverse Consequences. The Parties shall will take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Article VII. All indemnification payments under this §8 shall Article VII will be deemed as adjustments to the Purchase Price.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (ImmunityBio, Inc.)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Pricepurchase price for accounting purposes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Delias Inc)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §:8. All indemnification payments under this §:8 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sys)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining indemnification amounts for Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Escrow Agreement (Ramtron International Corp)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be paid by the Indemnifying Party net of any Tax benefits and insurance coverage that may be available to the Indemnified Party. An Indemnified Party shall use reasonable commercial efforts to mitigate the amount and extent of any Adverse Consequences. All indemnification payments under this §8 and §9(a) shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Solo Cup CO)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate its or their cost to borrow money from its usual and customary lenders as the discount rate) in determining Adverse Consequences for purposes of this §87. All indemnification payments under this §8 7 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Unit Purchase Agreement (Beckman Coulter Inc)

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate rate of interest charged under the Buyer's Note as the discount rate) in determining Adverse Consequences for purposes of this §8Article VIII. All indemnification payments under this §8 Article VIII shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement (Worksafe Industrial Inc)

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Pricedollar value of the consideration given and received for the Furash Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Headway Corporate Resources Inc)

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time cost of money (using the Applicable Rate published by the Internal Revenue Service for the month in which the dollar value of the Adverse Consequences are finally determined as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement (Datigen Com Inc)

Determination of Adverse Consequences. The Parties shall take into ------------------------------------- account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Contribution and Stock Purchase Agreement (Madison River Capital LLC)

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