Tax Effect of Indemnification Payments. All indemnity payments made by Seller to Purchaser Indemnitees, or by Purchaser to Seller Indemnitees, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Price.
Appears in 4 contracts
Samples: License, Development and Commercialization Agreement (MEI Pharma, Inc.), License, Development and Commercialization Agreement (MEI Pharma, Inc.), Asset Purchase Agreement (K2 Therapeutics, Inc.)
Tax Effect of Indemnification Payments. All indemnity payments made by Seller to Purchaser IndemniteesIndemnified Persons, or by Purchaser Indemni fied Persons to Seller IndemniteesSeller, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Priceconsideration paid with respect to the Assets.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Mining Services International Corp/), Asset Purchase Agreement (Mining Services International Corp/), Asset Purchase Agreement (Mining Services International Corp/)
Tax Effect of Indemnification Payments. All indemnity payments made by Seller to Purchaser Indemnitees, or by Purchaser to Seller Indemnitees, Indemnitees pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Price, unless otherwise required by Law.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (Integrated Device Technology Inc)
Tax Effect of Indemnification Payments. All indemnity payments made by Seller Sellers to Purchaser IndemniteesIndemnified Persons, or by Purchaser Indemnified Persons to Seller IndemniteesSellers, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Priceconsideration paid with respect to the Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Openwave Systems Inc), Stock Purchase Agreement (Openwave Systems Inc)
Tax Effect of Indemnification Payments. All indemnity payments made by Seller to Purchaser Indemnitees, or by Purchaser to Seller Indemnitees, any of its Affiliates pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Priceconsideration paid with respect to the Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Science Applications International Corp), Stock Purchase Agreement (Science Applications International Corp)
Tax Effect of Indemnification Payments. All indemnity payments made by Seller to Purchaser IndemniteesIndemnified Persons, or by Purchaser Indemnified Persons to Seller IndemniteesSeller, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Priceconsideration paid with respect to the Acquired Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Merit Medical Systems Inc)
Tax Effect of Indemnification Payments. All indemnity payments made by Seller to Purchaser Indemnitees, or by Purchaser to Seller Indemnitees, Indemnified Persons pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Priceconsideration paid with respect to the Purchased Assets and Assumed Liabilities.
Appears in 1 contract
Tax Effect of Indemnification Payments. All indemnity payments made by Seller the Selling Shareholders to Purchaser IndemniteesIndemnified Persons, or by Purchaser Indemnified Persons to Seller Indemniteesthe Selling Shareholders, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Priceconsideration paid with respect to the Shares.
Appears in 1 contract
Tax Effect of Indemnification Payments. All indemnity payments made by Seller the Company to Purchaser Buyer Indemnitees, or by Purchaser Buyer to Seller the Stockholder Indemnitees, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Pricetotal Acquisition consideration for Tax purposes to the extent permitted under Law.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Progenics Pharmaceuticals Inc)
Tax Effect of Indemnification Payments. All indemnity payments made by Seller Guarantors to Purchaser Indemnitees, or by Purchaser to Seller IndemniteesIndemnified Persons, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to a reduction of the Purchase PricePrice of the Shares.
Appears in 1 contract
Samples: Share Purchase and Contribution Agreement (Paradigm Ltd.)
Tax Effect of Indemnification Payments. All indemnity payments made by Seller Shareholders to Purchaser Indemnitees, or by Purchaser to Seller Indemnitees, Indemnified Persons pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Priceconsideration paid with respect to the Seller Shares.
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Tax Effect of Indemnification Payments. All indemnity payments made by Seller Warnaco to Purchaser IndemniteesIndemnified Persons, or by the Purchaser to any Seller IndemniteesIndemnified Person, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Priceconsideration paid with respect to the acquisition of the Business.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Warnaco Group Inc /De/)
Tax Effect of Indemnification Payments. All indemnity payments made by the Seller Parties to Purchaser IndemniteesIndemnified Persons, or by Purchaser Indemnified Persons to Seller IndemniteesSeller, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase PricePrice paid with respect to the NPT Shares and the BVI Shares.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Nptest Holding Corp)
Tax Effect of Indemnification Payments. All indemnity payments made amounts received by Seller to Purchaser Indemnitees, or by Purchaser to Seller Indemnitees, Buyer from the Indemnity Escrow Account pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Priceaggregate consideration payable to the Seller.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Rocket Lab USA, Inc.)
Tax Effect of Indemnification Payments. All indemnity indemnification payments made by Seller the Parent Indemnifying Persons to the Purchaser IndemniteesIndemnified Persons, or by the Purchaser Indemnifying Persons to Seller Indemniteesthe Parent Indemnified Persons, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law.
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Tax Effect of Indemnification Payments. All indemnity payments made by Parent or Seller to Purchaser IndemniteesIndemnified Persons, or by Purchaser Indemnified Persons to Seller IndemniteesParent or Seller, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Price.
Appears in 1 contract
Tax Effect of Indemnification Payments. All indemnity payments made by Seller or Seller Subsidiary to Purchaser Indemnitees, or by Purchaser to Seller Indemnitees, Indemnified Persons pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Price.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spatializer Audio Laboratories Inc)
Tax Effect of Indemnification Payments. All indemnity payments made by Seller to Purchaser Indemnitees, or by Purchaser to Seller Indemnitees, Buyer pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase PricePrice paid with respect to the Acquired Assets.
Appears in 1 contract
Tax Effect of Indemnification Payments. All indemnity payments made by Seller any Selling Shareholder to Purchaser Indemnitees, or by Purchaser to Seller Indemniteesany Selling Shareholder, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase PricePrice paid with respect to the Sale Shares.
Appears in 1 contract
Tax Effect of Indemnification Payments. All indemnity payments made by Seller Shareholders to Purchaser IndemniteesPurchasers Indemnified Persons, or by Purchaser Purchasers Indemnified Persons to Seller IndemniteesShareholders, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Priceconsideration paid with respect to the Shares.
Appears in 1 contract
Tax Effect of Indemnification Payments. All Any indemnity payments made by the Seller to Purchaser Indemnitees, or by Purchaser to Seller Indemnitees, Buyer Indemnitees pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Price.
Appears in 1 contract
Samples: Limited Liability Company Interest Purchase Agreement (En Pointe Technologies Inc)
Tax Effect of Indemnification Payments. All For all Tax purposes, Seller and the Purchasers hereto agree to treat, except as required by applicable law, all indemnity payments made by Seller to Purchaser Indemnitees, or by Purchaser to Seller Indemnitees, the Purchasers pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Aggregate Purchase PricePrice paid with respect to the Acquired Assets.
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Tax Effect of Indemnification Payments. All To the fullest extent -------------------------------------- permitted by applicable law, all indemnity payments made by Seller to Purchaser IndemniteesIndemnified 46 Person, or by Purchaser Indemnified Persons to Seller IndemniteesSeller, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Priceconsideration paid with respect to the Shares.
Appears in 1 contract
Tax Effect of Indemnification Payments. All indemnity payments made by Seller the Shareholder Indemnifying Person to Purchaser IndemniteesIndemnified Persons, or by Purchaser to Seller IndemniteesIndemnified Persons, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Priceconsideration paid with respect to the Shares.
Appears in 1 contract
Samples: Stock Purchase Agreement (American United Global Inc)
Tax Effect of Indemnification Payments. All indemnity payments made by the Seller to Purchaser IndemniteesBuyer Indemnified Persons, or by Purchaser Buyer Indemnified Persons to Seller Indemniteesthe Seller, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Price.
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