Indemnification Adjusts Merger Consideration for Tax Purposes. Each Party shall, including retroactively, treat indemnification payments under this Agreement as well as exercises of the Offset Right as adjustments to the consideration paid in the Merger for Tax purposes to the extent permitted under applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Invitae Corp), Agreement and Plan of Merger (Invitae Corp)
Indemnification Adjusts Merger Consideration for Tax Purposes. Each Party shall, including retroactively, treat indemnification payments under this Agreement as well as exercises of the Offset Right as adjustments to the consideration paid in the Merger Transactions for Tax purposes to the extent permitted under applicable Law.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Invitae Corp), Stock Purchase and Merger Agreement (Invitae Corp)
Indemnification Adjusts Merger Consideration for Tax Purposes. Each Party shall, including retroactively, treat indemnification payments under this Agreement as well as exercises of the Offset Right as adjustments to the consideration paid in the Merger Consideration for Tax purposes to the extent permitted under applicable Applicable Law.
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (NewAge, Inc.), Agreement and Plan of Merger (New Age Beverages Corp)
Indemnification Adjusts Merger Consideration for Tax Purposes. Each Party shall, including retroactively, treat indemnification payments under this Agreement as well as exercises of the Offset Right as adjustments to the consideration paid in Closing Merger Consideration, the Base Merger Delayed Consideration and the Contingent Consideration for Tax purposes to the extent permitted under applicable Law.
Appears in 1 contract
Samples: Confidential Treatment Requested (Dare Bioscience, Inc.)
Indemnification Adjusts Merger Consideration for Tax Purposes. Each Party shall, including retroactively, treat indemnification payments under this Agreement as well as exercises of the Offset Right as adjustments to the consideration paid in the Closing Merger Consideration and Milestone Payments for Tax purposes to the extent permitted under applicable Law.
Appears in 1 contract
Indemnification Adjusts Merger Consideration for Tax Purposes. Each Party shall, including retroactively, treat indemnification payments under this Agreement as well as exercises of the Offset Right as adjustments to the consideration paid in the Merger Closing Shares and Contingent Consideration for Tax purposes to the extent permitted under applicable Law.. 8.3.8
Appears in 1 contract
Samples: Execution Draft Agreement and Plan of Merger (Dare Bioscience, Inc.)
