Common use of Exercise of Remedies; Tax Treatment Clause in Contracts

Exercise of Remedies; Tax Treatment. (a) No Indemnitee (other than Parent or any successor thereto or assign thereof) shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement or under the Escrow Agreement unless Parent (or any successor thereto or assign thereof) shall have consented to the assertion of such indemnification claim or the exercise of such other remedy. (b) The parties shall report any indemnification payment made pursuant to this Article 9 as a purchase price adjustment unless otherwise required by applicable Legal Requirements.

Appears in 4 contracts

Samples: Merger Agreement (Titan Corp), Merger Agreement (Applied Micro Circuits Corp), Merger Agreement (Titan Corp)

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Exercise of Remedies; Tax Treatment. (a) No Indemnitee Indemnified Party (other than Parent or any successor thereto or assign thereof) shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement or under the Escrow Agreement unless Parent (or any successor thereto or assign thereof) shall have consented to the assertion of such indemnification claim or the exercise of such other remedy. (b) The parties shall report any indemnification payment made pursuant to this Article 9 Section 8 as a purchase price adjustment unless otherwise required by applicable Legal RequirementsLaws.

Appears in 2 contracts

Samples: Merger Agreement (Applied Micro Circuits Corp), Merger Agreement (Applied Micro Circuits Corp)

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Exercise of Remedies; Tax Treatment. (a) No Indemnitee (other than Parent or any successor thereto or assign thereof) shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement or under the Escrow Agreement unless Parent (or any successor thereto or assign thereof) shall have consented to the assertion of such indemnification claim or the exercise of such other remedy. (b) The parties shall report any indemnification payment made pursuant to this Article Section 9 as a purchase price adjustment unless otherwise required by applicable Legal Requirements.

Appears in 1 contract

Samples: Merger Agreement (Titan Corp)

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