Tax Characterization of Adjustments. Seller and Purchaser agree to treat, and cause their respective Subsidiaries to treat, all payments made either to or for the benefit of the other under any indemnity provisions of this Agreement and for any misrepresentations or breach of warranty or covenants as adjustments to the Purchase Price for Tax purposes and that such treatment shall govern for purposes hereof.
Appears in 7 contracts
Samples: Asset Purchase Agreement, Acquisition Agreement (Symantec Corp), Acquisition Agreement (Verisign Inc/Ca)
Tax Characterization of Adjustments. Seller and Purchaser agree to treat, and cause their respective Subsidiaries to treat, treat all payments made either to or for the benefit of the other following the respective Closings (including any payments made under any indemnity provisions of this Agreement and for any misrepresentations or breach of warranty or covenants Agreement) as adjustments to the Purchase Price for all Tax purposes and that such treatment shall govern for purposes hereofpurposes, except as otherwise required by applicable Law.
Appears in 4 contracts
Samples: Acquisition Agreement (Energizer Holdings, Inc.), Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (Energizer Holdings, Inc.)
Tax Characterization of Adjustments. Seller and Purchaser agree to treat, and Purchaser shall cause their respective its Subsidiaries to treat, all payments made either to or for the benefit of the other under any indemnity provisions of this Agreement and for any misrepresentations (including under Section 7.04 or breach of warranty or covenants Article X) as adjustments to the Purchase Price for Tax purposes and that such treatment shall govern for purposes hereof.
Appears in 1 contract
Samples: Acquisition Agreement (Nationstar Mortgage Holdings Inc.)
Tax Characterization of Adjustments. Seller and Purchaser agree to treat, and cause their respective Subsidiaries and/or Affiliates to treat, all payments made either to or for the benefit of the other under any indemnity provisions of this Agreement and for any misrepresentations or breach of warranty or covenants as adjustments to the Purchase Price for Tax purposes and that such treatment shall govern for purposes hereof.
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Tax Characterization of Adjustments. The Seller and Purchaser the Buyer agree to treat, and cause their respective Subsidiaries Affiliates to treat, all payments for Tax purposes any indemnification payment made either pursuant to this Agreement or for the benefit any of the other under any indemnity provisions of this Agreement and for any misrepresentations or breach of warranty or covenants Ancillary Agreements as adjustments an adjustment to the Purchase Price for Tax purposes and that such treatment shall govern for purposes Price, unless otherwise required by a change in Law occurring after the date hereof, a closing agreement with an applicable Governmental Authority or a final non-appealable judgment of a court of competent jurisdiction.
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