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 (Opsware Inc), Merger Agreement (Opsware Inc), Agreement and Plan of Reorganization (Opsware Inc)
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 (Cell Therapeutics Inc), Acquisition Agreement (Amn Healthcare Services Inc), Merger Agreement (Network Equipment Technologies Inc)
Tax Consequences of Indemnification Payments. All payments (if any) made to an Acquiror Indemnified Person Party pursuant to any indemnification indemnification, compensation or reimbursement 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 3 contracts
Samples: Merger Agreement (Ellie Mae Inc), Merger Agreement (Vonage Holdings Corp), Merger Agreement (Vonage Holdings Corp)
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), Merger Agreement (Covad Communications Group 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: Merger Agreement (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: Merger Agreement (Veracyte, 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
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: Stock Purchase Agreement (Ariba 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: Merger Agreement (Symantec Corp)
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 (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
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: Merger Agreement (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: Merger Agreement (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
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 (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
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
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
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
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
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 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
