Determination of Adverse Consequences. Indemnification payments under this §8 and §9 (below) shall be paid by the Indemnifying Party without reduction for any Tax Benefits available to the Indemnified Party. 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 (below) shall be deemed adjustments to the Purchase Price.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Leafbuyer Technologies, Inc.), Stock Purchase Agreement (XSport Global, Inc.), Stock Purchase Agreement (General Employment Enterprises Inc)
Determination of Adverse Consequences. Indemnification payments under this §8 8, and §8A and §9 (below) ), shall be paid by the Indemnifying Party without reduction for any Tax Benefits available to the Indemnified Party. 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. 8 and §8A. All indemnification payments under this §8 0, §0X and §9 (below) shall be deemed adjustments to the Purchase Price.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (Grove, Inc.), Stock Purchase Agreement (General Employment Enterprises Inc)
Determination of Adverse Consequences. Indemnification All indemnification payments under this §8 and §9 (below) shall be paid by the Indemnifying Party without reduction for net of any Tax Benefits tax benefits and insurance coverage that may be available to the Indemnified Party. 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 (below) shall be deemed adjustments to the Purchase Price.
Appears in 2 contracts
Samples: Acquisition Agreement (Nitches Inc), Acquisition Agreement (Nitches Inc)
Determination of Adverse Consequences. Indemnification payments under this §8 8, and §8A and §9 (below) ), shall be paid by the Indemnifying Party without reduction for any Tax Benefits available to the Indemnified Party. 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 §88 and §SA. All indemnification payments under this §8 8, §8A and §9 (below) shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Determination of Adverse Consequences. Indemnification All indemnification payments under this §8 and §9 (below) shall be paid by the Indemnifying Party without reduction for net of any Tax Benefits insurance coverage that is available to the Indemnified Party. Party The Parties shall make appropriate adjustments for insurance coverage and take into account the time cost of money (using the Applicable Rate prime rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 and §9 (below) shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Securities Purchase Agreement (Boingo Wireless Inc)
Determination of Adverse Consequences. Indemnification All indemnification payments under this §8 and §9 (below) shall be paid by the Indemnifying Party without reduction for net of any Tax Benefits benefits and insurance coverage that may be available to the Indemnified Party. The Parties Party and shall make appropriate adjustments for insurance coverage and be adjusted to take into account the time cost of money (using a discount rate equal to the Applicable Rate as mid-term applicable federal rate in effect on the discount rate) in determining Adverse Consequences for purposes of this §8date such indemnification payment is due). All indemnification payments under this §8 and §9 (below) shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Critical Homecare Solutions Holdings, Inc.)
Determination of Adverse Consequences. Indemnification payments under this §8 and §9 (below) shall be paid by the an Indemnifying Party without reduction for net of any Tax Benefits available insurance proceeds, if any, payable to the Indemnified PartyParty as a result of the same Adverse Consequences. The Parties Indemnified Party shall make appropriate adjustments for exercise its reasonable best efforts to obtain such proceeds from any 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 §8policies it may then have. All indemnification payments under this §8 and §9 (below) shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Determination of Adverse Consequences. Indemnification All indemnification payments under this §8 and §9 (below) 7 shall be paid by the Indemnifying Party without reduction for regard to any Tax Benefits benefits, insurance coverage, or other indemnification rights that are available to the Indemnified Party. The Parties , and shall make appropriate adjustments for insurance coverage and take into account the time cost of money be computed on a present value basis (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 (below) 7 shall be deemed adjustments to the Final Purchase Price.
Appears in 1 contract
Samples: Purchase Agreement (Enterprise Products Partners L P)