Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage 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 8 contracts
Samples: Stock and Warrant Purchase Agreement (Pc Quote Inc), Stock and Warrant Purchase Agreement (Hyperfeed Technologies Inc), Asset Purchase Agreement (Aris Corp/)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits 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 Section 8. All indemnification payments under this Section 8 shall be deemed adjustments to the Purchase Price.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Petroleum Place Inc), Asset Purchase Agreement (Petroleum Place Inc)
Determination of Adverse Consequences. The Parties All indemnification payments under this Section 8 shall make appropriate adjustments for tax be paid by the Indemnifying Party net of any Tax benefits and insurance coverage in determining Adverse Consequences for purposes of this Section 8that may be available to the Indemnified Party. All indemnification payments under this Section 8 shall be deemed adjustments to the Purchase Price.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Polarityte, Inc.), Purchase and Sale Agreement (Polarityte, Inc.)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage proceeds (reasonably certain of receipt and utility in each case) and for the time cost of money in determining the amount of 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
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 10% 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: Asset Purchase and Sale Agreement (Omniamerica Inc)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits 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 Section 8Section8. All indemnification payments under this Section 8 Section8 shall be deemed adjustments to the Purchase Priceconsideration payable in accordance with Section2(b).
Appears in 1 contract
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 Section 87. All indemnification payments under this Section 8 7 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Agreement for the Purchase (Hungarian Telephone & Cable 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 prime rate of interest as the discount rate) in determining Adverse Consequences for purposes of this Section 811. All indemnification payments under this Section 8 11 shall be deemed adjustments to the Purchase Pricepurchase price of the Business.
Appears in 1 contract
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage expenses in determining Adverse Consequences for purposes of this Section 8ss.8. All indemnification payments under this Section 8 ss.8 shall be deemed adjustments to the Aggregate Purchase Price.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (St Paul Companies Inc /Mn/)
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 Section 8Section8. All indemnification payments under this Section 8 Section8 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Determination of Adverse Consequences. The Parties shall -------------------------------------- make appropriate adjustments for tax benefits and insurance coverage in determining Adverse Consequences for purposes of this Section 87. All indemnification payments under this Section 8 7 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lexar Media Inc)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage coverage(subject to any rights of subrogation any insurer may have) in determining Adverse Consequences for purposes of this Section 86. All indemnification payments under this Section 8 6 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Interactive Magic Inc /Nc/
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage in determining Adverse Consequences for purposes of this Section 87. All indemnification payments under this Section 8 7 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage in determining Adverse Consequences for purposes of this Section 86. All indemnification payments under this Section 8 6 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Team 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 Section 8. All indemnification payments under this Section 8 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage consequences in determining Adverse Consequences for purposes of this Section 89. All indemnification payments under this Section 8 9 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (First Medical Group Inc)
Determination of Adverse Consequences. The Parties shall make ------------------------------------- appropriate adjustments for tax benefits consequences and insurance coverage in determining Adverse Consequences for purposes of this Section 8(S) 9. All indemnification payments under this Section 8 (S) 9 and (S) 10 hereof shall be deemed adjustments to the Purchase PricePrice to the extent permitted under federal tax law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Gundle SLT Environmental 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 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: Purchase Agreement (Elkcorp)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage recovery 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
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for the amount of any tax benefits and insurance coverage that may be available to any Indemnified Party with respect to an Indemnification Claim in determining Adverse Consequences the amount of any Losses and the amounts payable hereunder for purposes of this Section 814.5. All indemnification payments under this Section 8 14.5 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Purchase, Sale and Exploration Agreement (Teton Energy 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 federal 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
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage in determining Adverse Consequences for purposes of this Section 8ss. 10. All indemnification payments under this Section 8 ss. 10 shall be deemed adjustments to the Unadjusted Purchase Price.
Appears in 1 contract
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage in determining Adverse Consequences for purposes of this Section 816. All indemnification payments under Section 9 hereof or under this Section 8 16 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
