Tax Consequences of Indemnification Payments. Any payments made to an Indemnified Party pursuant to any indemnification obligations under this Article 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 law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp)
Tax Consequences of Indemnification Payments. Any All payments (if any) made to an Indemnified Party pursuant to any indemnification indemnification, compensation or reimbursement obligations under this Article VIII 10 will be treated as adjustments to the purchase price Merger Consideration for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by lawLaw.
Appears in 3 contracts
Samples: Merger Agreement (TPCO Holding Corp.), Merger Agreement (TPCO Holding Corp.), Merger Agreement (TPCO Holding Corp.)
Tax Consequences of Indemnification Payments. Any All payments (if any) made to an Indemnified Party pursuant to any indemnification indemnification, compensation or reimbursement obligations under this Article VIII 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 lawLaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ellie Mae Inc), Agreement and Plan of Merger (Vonage Holdings Corp), Agreement and Plan of Merger (Vonage Holdings Corp)
Tax Consequences of Indemnification Payments. Any payments made to an Indemnified Party pursuant to any indemnification obligations under this Article VIII will be treated as adjustments to the purchase price for all federal, state, local and foreign Tax purposes purposes, and the parties shall file their respective Tax Returns accordingly and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Aratana Therapeutics, Inc.)
Tax Consequences of Indemnification Payments. Any All payments (if any) made to an Indemnified Party pursuant to any indemnification indemnification, compensation or reimbursement obligations under this Article VIII 10 or pursuant to Article 11 will be treated as adjustments to the purchase price Merger Consideration for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sumo Logic, Inc.), Agreement and Plan of Reorganization (Sumo Logic, Inc.)
Tax Consequences of Indemnification Payments. Any payments made to an Indemnified Party pursuant to any indemnification obligations under this Article VIII VII 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 law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electronic Arts Inc.), Agreement and Plan of Merger (Salesforce Com Inc)
Tax Consequences of Indemnification Payments. Any All payments (if any) made to an Indemnified Party pursuant to any indemnification indemnification, compensation or reimbursement obligations under this Article VIII 8 will be treated as adjustments to the purchase price Merger Consideration for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by lawLaw.
Appears in 1 contract
Tax Consequences of Indemnification Payments. Any All payments (if any) made to an a Purchaser Indemnified Party pursuant to any indemnification obligations under this Article VIII 8 will be treated as adjustments to the purchase price allocable to goodwill for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by lawapplicable Law.
Appears in 1 contract
Tax Consequences of Indemnification Payments. Any All payments (if any) made to an Indemnified Party pursuant to any indemnification indemnification, compensation or reimbursement obligations under this Article VIII 8 or pursuant to Article 9 will be treated as adjustments to the purchase price Total Merger Consideration for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ReWalk Robotics Ltd.)
Tax Consequences of Indemnification Payments. Any All payments (if any) made to an Indemnified Party pursuant to any indemnification indemnification, compensation or reimbursement obligations under this Article VIII X 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 lawLaw.
Appears in 1 contract
