Common use of Tax Consequences of Indemnification Payments Clause in Contracts

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror Indemnified Person pursuant to any indemnification obligations under this Article 12 will be treated as adjustments to the purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Law.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Magma Design Automation Inc), Agreement and Plan of Reorganization (Opsware Inc), Agreement and Plan of Reorganization (Opsware Inc)

AutoNDA by SimpleDocs

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror Parent Indemnified Person pursuant to any indemnification obligations under this Article 12 IX will be treated as adjustments to the purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 3 contracts

Samples: Acquisition Agreement (Amn Healthcare Services Inc), Acquisition Agreement (Cell Therapeutics Inc), Agreement and Plan of Merger (Network Equipment Technologies Inc)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror any Indemnified Person pursuant to any indemnification obligations under this Article 12 VIII will be treated as adjustments to the purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Astro Med Inc /New/), Asset Purchase Agreement (Astro Med Inc /New/), Asset Purchase Agreement (Astro Med Inc /New/)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror Indemnified Person pursuant to any indemnification obligations under this Article ARTICLE 12 will be treated as adjustments to the purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Covad Communications Group Inc), Agreement and Plan of Merger (Covad Communications Group Inc)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror a Parent Indemnified Person pursuant to any indemnification obligations under this Article 12 9 will be treated as adjustments to the purchase price for tax Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (5to1 Holding Corp.)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror any Buyer Indemnified Person pursuant to any indemnification obligations under this Article 12 XI will be treated as adjustments to the purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 1 contract

Samples: Stock Purchase Agreement (Phoenix Technologies LTD)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror Indemnified Person pursuant to any indemnification obligations under this Article 12 Agreement will be treated as adjustments to the purchase price Purchase Price for tax Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Assignment Agreement (MedMen Enterprises, Inc.)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror a Buyer Indemnified Person Party pursuant to any indemnification obligations under this Article 12 ARTICLE VIII will be treated as adjustments to the purchase price for tax purposes Tax purposes, and the Allocation will be adjusted in accordance with Section 5.14(a) (Tax Matters), and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable applicable Law.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Corelogic, Inc.)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror Indemnified Person pursuant to any indemnification obligations under this Article 12 11 will be treated as adjustments to the purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Symantec Corp)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror a Buyer Indemnified Person or to a Seller Indemnified Person pursuant to any indemnification obligations under this Article 12 11 will be treated as adjustments to the purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Utstarcom Inc)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror a Purchaser Indemnified Person pursuant to any indemnification obligations under this Article 12 X will be treated as adjustments to the purchase price Purchase Price for tax Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celsion CORP)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror the Buyer or a Buyer Indemnified Person Party pursuant to any indemnification obligations under this Article 12 IX will be treated as adjustments to the purchase price Total Acquisition Consideration for tax Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable applicable Law.

Appears in 1 contract

Samples: Escrow Agreement (Ariba Inc)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror a Parent Indemnified Person pursuant to any indemnification obligations under this Article 12 9 will be treated as adjustments to the purchase price for tax Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vonage Holdings Corp)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror OmniVision Indemnified Person pursuant to any indemnification obligations under this Article 12 will be treated as adjustments to the purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omnivision Technologies Inc)

AutoNDA by SimpleDocs

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror a Parent Indemnified Person pursuant to any indemnification obligations under this Article 12 VII will be treated as adjustments to the purchase price for tax Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 1 contract

Samples: Lock Up Agreement (Secure Computing Corp)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror Indemnified Person pursuant to any indemnification obligations under this Article 12 11 will be treated as adjustments to the purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Symantec Corp)

Tax Consequences of Indemnification Payments. All Any payments (if any) made to an Acquiror Indemnified Person Indemnitee pursuant to any indemnification indemnification, compensation or reimbursement obligations under this Article 12 Section 9 will be treated as adjustments to the purchase price Merger Consideration for tax Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Veracyte, Inc.)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror Indemnified Person pursuant to any indemnification obligations under this Article 12 VIII will be treated as adjustments to the purchase price Purchase Price for tax Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (MedMen Enterprises, Inc.)

Tax Consequences of Indemnification Payments. All payments and offsets (if any) made to an Acquiror Indemnified Person or received by Buyer pursuant to any indemnification obligations under this Article 12 9 will be treated as adjustments to the purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amn Healthcare Services Inc)

Tax Consequences of Indemnification Payments. All payments (payments, if any) , made to an Acquiror Indemnified Person pursuant to any indemnification obligations under this Article 12 will 1 shall be treated as adjustments to the purchase price for tax purposes and such agreed treatment will shall govern for purposes of this the Purchase Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 1 contract

Samples: Indemnification Agreement (Endwave Corp)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror Macrovision Indemnified Person pursuant to any indemnification obligations under this Article 12 IX will be treated as adjustments to the purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Macrovision Corp)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror Indemnified Person pursuant to any indemnification obligations under this Article 12 Agreement will be treated as adjustments to the purchase price for tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Lawlaw.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Kana Software Inc)

Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror Indemnified Person Indemnitee pursuant to any indemnification obligations under this Article 12 7 will be treated as adjustments to the purchase price Purchase Price for tax Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ballantyne Strong, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.