Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 458 contracts
Samples: Asset Purchase Agreement (Lm Funding America, Inc.), Securities Purchase Agreement (Neuraxis, INC), Securities Purchase Agreement (Neuraxis, INC)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 114 contracts
Samples: Interest Purchase Agreement (Andersons, Inc.), Membership Interest Purchase Agreement (Envirotech Vehicles, Inc.), Asset Purchase Agreement
Tax Treatment of Indemnification Payments. All indemnification payments made by Seller under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax tax purposes, unless otherwise required by Lawlaw.
Appears in 39 contracts
Samples: Asset Purchase Agreement (Cure Pharmaceutical Holding Corp.), Asset Purchase Agreement (Fresh2 Group LTD), Asset Purchase Agreement (Sensus Healthcare, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Merger Consideration for Tax purposes, unless otherwise required by Law.
Appears in 28 contracts
Samples: Agreement and Plan of Merger (Body & Mind Inc.), Agreement and Plan of Merger (VNUE, Inc.), Agreement and Plan of Merger (3d Systems Corp)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 16 contracts
Samples: Asset Purchase Agreement (Alto Ingredients, Inc.), Asset Purchase Agreement (Medicine Man Technologies, Inc.), Asset Purchase Agreement (Medicine Man Technologies, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax tax purposes, unless otherwise required by Law.
Appears in 12 contracts
Samples: Stock Purchase Agreement (Olympic Steel Inc), Asset Purchase Agreement (Biosynergy Inc), Asset Purchase Agreement (Lazydays Holdings, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price Merger Consideration for Tax purposes, unless otherwise required by Law.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Castellum, Inc.), Agreement and Plan of Merger (Castellum, Inc.), Agreement and Plan of Merger and Reorganization (Harvest Health & Recreation Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Lawlaw.
Appears in 10 contracts
Samples: Asset Purchase Agreement (Salona Global Medical Device Corp), Securities Purchase Agreement, Asset Purchase and Fuel Supply Agreement (EzFill Holdings Inc)
Tax Treatment of Indemnification Payments. All indemnification payments or offsets made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Merger Consideration for Tax purposes, unless otherwise required by Law.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Applicable Law.
Appears in 8 contracts
Samples: Hospital Asset Purchase Agreement, Asset Purchase Agreement (Miller Industries Inc /Tn/), Hospital Asset Purchase Agreement
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated Except as otherwise required by applicable Law, the parties shall treat any indemnification payment made hereunder as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by LawPrice.
Appears in 8 contracts
Samples: Membership Interest Purchase Agreement (Tiptree Financial Inc.), Membership Interest Purchase Agreement (National Health Investors Inc), Stock Purchase Agreement (Interface Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price Consideration for Tax purposes, and to the extent possible, first as an adjustment to the Cash Consideration, unless otherwise required by Law.
Appears in 8 contracts
Samples: Contribution Agreement, Contribution Agreement (Energy Transfer Partners, L.P.), Contribution Agreement
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Final Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 8 contracts
Samples: Stock Purchase Agreement (EnerSys), Stock Purchase Agreement (Qualigen Therapeutics, Inc.), Merger Agreement (Alpine 4 Technologies Ltd.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax tax purposes, unless otherwise required by Lawapplicable law.
Appears in 8 contracts
Samples: Membership Interest Purchase Agreement (Integrated Ventures, Inc.), Membership Interest Purchase Agreement (DarkPulse, Inc.), Membership Interest Purchase Agreement (DarkPulse, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax tax purposes, unless otherwise required by Lawlaw.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Bespoke Extracts, Inc.), Stock Purchase Agreement (Tianci International, Inc.), Stock Purchase Agreement (Ecomat Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated for Tax purposes by the parties as an adjustment to the Purchase Price for Tax purposesPrice, unless otherwise required by Law.
Appears in 7 contracts
Samples: Unit Purchase Agreement (Charge Enterprises, Inc.), Stock Acquisition Agreement (Optimus Healthcare Services, Inc.), Stock Acquisition Agreement (Optimus Healthcare Services, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Net Proceeds for Tax purposes, unless otherwise required by Law.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Cel Sci Corp), Securities Purchase Agreement (Cel Sci Corp), Securities Purchase Agreement (Cel Sci Corp)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price purchase price for Tax purposes, unless otherwise required by Law.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Liquid Media Group Ltd.), Agreement and Plan of Merger (Clinigence Holdings, Inc.), Investment Agreement (Ascend Wellness Holdings, LLC)
Tax Treatment of Indemnification Payments. All Unless otherwise required by applicable Law, all indemnification payments made under pursuant to this Agreement shall will be treated by the parties as an adjustment to the Purchase Price for all Tax purposes, unless otherwise required by Law.
Appears in 7 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Public Service Co of New Hampshire), Purchase and Sale Agreement (Public Service Co of New Hampshire)
Tax Treatment of Indemnification Payments. All indemnification payments made by Seller under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 6 contracts
Samples: Purchase Agreement (Asure Software Inc), Unit Purchase Agreement (Muscle Maker, Inc.), Asset Purchase Agreement (Grilled Cheese Truck, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated Except as otherwise required by applicable Law, the parties shall treat any indemnification payment made hereunder as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Lawconsideration payable under this Agreement.
Appears in 6 contracts
Samples: Asset Purchase Agreement (SpartanNash Co), Interim Operating Agreement (Vectren Corp), Interim Operating Agreement (Vectren Corp)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposes, consideration paid hereunder unless otherwise required by applicable Law.
Appears in 6 contracts
Samples: Product Purchase Agreement (Sustainable Green Team, Ltd.), Stock Purchase Agreement (MDwerks, Inc.), Merger Agreement (Sollensys Corp.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Base Purchase Price for U.S. federal and applicable state income Tax purposes, unless otherwise required by Law.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Earthstone Energy Inc), Purchase and Sale Agreement (Earthstone Energy Inc), Purchase and Sale Agreement (Centennial Resource Development, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall will be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 5 contracts
Samples: Asset Purchase Agreement, Agreement and Plan of Merger and Reorganization (One Stop Systems, Inc.), Stock Purchase Agreement (Soleno Therapeutics Inc)
Tax Treatment of Indemnification Payments. All Any indemnification payments made under payment pursuant to this Agreement shall be treated by the parties for federal, state, local and foreign Tax purposes as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by LawPrice.
Appears in 5 contracts
Samples: Warrant Purchase Agreement (Celadon Group Inc), Securities Purchase Agreement (Geokinetics Inc), Warrant Purchase Agreement (Geokinetics Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made by Seller under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax tax purposes, unless otherwise required by Lawlaw.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Flowerkist Skin Care & Cosmetics, Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Frelii, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement Agreement, unless specifically provided otherwise, shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 5 contracts
Samples: Share Exchange Agreement (Muliang Agritech, Inc.), Membership Interest Purchase Agreement, Agreement and Plan of Reorganization (Development Capital Group, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Consideration for Tax purposes, unless otherwise required by Law.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Super League Enterprise, Inc.), Asset Purchase Agreement (Kubient, Inc.), Asset Purchase Agreement (AutoWeb, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Transaction Consideration for Tax purposes, unless otherwise required by Law.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.)
Tax Treatment of Indemnification Payments. All cash indemnification payments made under this Agreement shall be treated for Tax purposes by the parties as an adjustment to the Purchase Price for Tax purposesPrice, unless otherwise required by Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Charge Enterprises, Inc.), Unit Purchase Agreement (Charge Enterprises, Inc.), Stock Purchase Agreement (Charge Enterprises, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties for tax purposes as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by LawMerger Consideration under the Merger Agreement.
Appears in 4 contracts
Samples: Indemnification Agreement (Boston Beer Co Inc), Membership Unit Purchase Agreement (Boston Beer Co Inc), Agreement and Plan of Merger (Boston Beer Co Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax tax purposes, unless otherwise required by Law.
Appears in 4 contracts
Samples: Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.), Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.), Employment Agreement
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Aggregate Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Lannett Co Inc), Asset Purchase Agreement (Sutherland Asset Management Corp), Master Transaction Agreement (Carlisle Companies Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall will be treated by the parties Parties as an adjustment to the Share Purchase Price for Tax tax purposes, unless otherwise required by LawLaw or by tax authorities or other Governmental Authorities.
Appears in 4 contracts
Samples: Framework Agreement (Via Optronics AG), Framework Agreement (Via Optronics AG), Framework Agreement (Via Optronics AG)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Consideration for Tax purposes, unless otherwise required by Law.
Appears in 4 contracts
Samples: Purchase and Development Agreement (Radiopharm Theranostics LTD), Asset Purchase Agreement, Contribution Agreement (Inseego Corp.)
Tax Treatment of Indemnification Payments. All Any indemnification payments made under payment pursuant to this Agreement shall be treated by the parties for all Tax purposes as an adjustment to the Purchase Price for Tax purposesPrice, unless except as otherwise required by Lawapplicable law.
Appears in 4 contracts
Samples: Note Purchase Agreement (Moneygram International Inc), Note Purchase Agreement (Moneygram International Inc), Note Purchase Agreement (Moneygram International Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties for Tax purposes only as an adjustment to the Purchase Price for Tax purposes, unless otherwise required to the maximum extent permitted by applicable Law.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nexstar Media Group, Inc.), Asset Purchase Agreement (E.W. SCRIPPS Co)
Tax Treatment of Indemnification Payments. All indemnification payments made by a Seller under this Agreement shall be treated by the parties as an adjustment to the Purchase Price purchase price of the Purchased Assets for Tax purposes, unless otherwise required by Lawlaw.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Interactive Strength, Inc.), Asset Purchase Agreement (Interactive Strength, Inc.), Asset Purchase Agreement (Interactive Strength, Inc.)
Tax Treatment of Indemnification Payments. All indemnification and reimbursement payments made by Seller or Parent under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax tax purposes, unless otherwise required by Lawlaw.
Appears in 3 contracts
Samples: Asset Purchase Agreement (CUI Global, Inc.), Asset Purchase Agreement (Bel Fuse Inc /Nj), Asset Purchase Agreement (CUI Global, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Lawlaw.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Enservco Corp), Stock Purchase Agreement (Salona Global Medical Device Corp), Equity Interests Purchase Agreement (Hunt J B Transport Services Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.. Section 9.08
Appears in 3 contracts
Samples: Securities Purchase Agreement (Titan Machinery Inc.), Securities Purchase Agreement (Titan Machinery Inc.), Equity Purchase Agreement
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Parties for Tax purposes, unless otherwise required by Law, and in the case of a payment by the Securityholders, as a reduction to the Closing Consideration and the purchase of Company Shares in an amount equal to such reduction by the Securityholders.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nordhagen Arlen Dale), Agreement and Plan of Merger (Nordhagen Arlen Dale), Agreement and Plan of Merger (National Storage Affiliates Trust)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Aggregate Consideration for Tax purposes, unless otherwise required by Law.
Appears in 3 contracts
Samples: Stock Purchase Agreement (NextPlat Corp), Asset Purchase Agreement (Eastside Distilling, Inc.), Agreement and Plan of Merger (Crane Co /De/)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax tax purposes, unless otherwise required by Lawapplicable law.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Grown Rogue International Inc.), Membership Interest Purchase Agreement (Grown Rogue International Inc.), Securities Purchase Agreement (Williams Rowland Acquisition Corp.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 3 contracts
Samples: Asset Purchase Agreement (GPB Holdings II, LP), Stock Purchase Agreement (R F Industries LTD), Restrictive Covenant Agreement (Pico Holdings Inc /New)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Merger Consideration for Tax purposes, unless otherwise required by Applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Erasca, Inc.), Agreement and Plan of Merger (Erasca, Inc.), Agreement and Plan of Merger (Medicine Man Technologies, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Aggregate Merger Consideration for Tax purposes, unless otherwise required by Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Teladoc, Inc.), Agreement and Plan of Merger (Teladoc, Inc.), Agreement and Plan of Merger (Teladoc, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall will be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Bgsf, Inc.), Stock Purchase Agreement (Gas Natural Inc.), Asset Purchase Agreement (Gas Natural Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price purchase price for Tax tax purposes, unless otherwise required by Lawlaw.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Farmer Brothers Co), Asset Purchase Agreement (Online Secretary, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made by Sellers under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax tax purposes, unless otherwise required by Lawlaw.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sebring Software, Inc.), Asset Purchase Agreement (Sebring Software, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.. Section 6.07
Appears in 3 contracts
Samples: Stock Purchase Agreement (System1, Inc.), Stock Purchase Agreement (System1, Inc.), Stock Purchase Agreement (System1, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made by Vendor under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax tax purposes, unless otherwise required by Lawlaw.
Appears in 2 contracts
Samples: Share Purchase Agreement (Flora Growth Corp.), Agreement
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Asset Purchase Price for Tax purposes, unless otherwise required by Applicable Law.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Asbury Automotive Group Inc), Lease With Purchase Option (Asbury Automotive Group Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made by Seller under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax tax purposes, unless otherwise required agreed in writing by Lawthe parties.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Northern Power Systems Corp.), Asset Purchase Agreement (Northern Power Systems Corp.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax the Units for tax purposes, unless otherwise required by Lawapplicable law.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (Phi Group Inc), Agreement of Purchase and Sale (Phi Group Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for all income Tax purposes, unless otherwise required by LawLegal Requirement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Advanced BioEnergy, LLC), Asset Purchase Agreement
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall will be treated by the parties Parties as an adjustment to the Purchase Price aggregate consideration for the Contributed Equity Interests for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Contribution Agreement (Vinebrook Homes Trust, Inc.), Contribution Agreement (Vinebrook Homes Trust, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made by the Seller Indemnifying Parties under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax tax purposes, unless otherwise required by Lawlaw.
Appears in 2 contracts
Samples: Transaction Agreement (PSP Family of Funds), Transaction Agreement (Congressional Effect Family of Funds)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price Total Consideration for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Stock Purchase Agreement (BurgerFi International, Inc.), Stock Purchase Agreement (BurgerFi International, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Lawapplicable Laws.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Golden Entertainment, Inc.), Equity Purchase Agreement
Tax Treatment of Indemnification Payments. All The parties agree that all indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price amounts paid by the Parent as Merger Consideration for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required tax purposes to the fullest extent permitted by Lawlaw.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Onfolio Holdings, Inc), Asset Purchase Agreement (Onfolio Holdings, Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (EV Energy Partners, LP), Stock Purchase Agreement (EV Energy Partners, LP)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Total Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties for tax purposes as an adjustment to the Purchase Price consideration for Tax purposesthe Membership Interests, unless otherwise required by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abeona Therapeutics Inc.), Agreement and Plan of Merger (Abeona Therapeutics Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for the Unit Exchange for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Business Combination Agreement (MedMen Enterprises, Inc.), Business Combination Agreement
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Final Purchase Price for Tax purposes, unless otherwise required by LawApplicable Laws.
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price Total Consideration for Tax tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Inpixon), Asset Purchase Agreement (Inpixon)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposes, and to the extent possible, first as an adjustment to the Cash Consideration, unless otherwise required by Law.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (Susser Petroleum Partners LP)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax Tax, accounting and other purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (CompuCredit Holdings Corp), Share Purchase Agreement (Baxter International Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price amounts paid by the Parent as Merger Consideration for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.law. Section 7.09
Appears in 2 contracts
Samples: Membership Interest Purchase And, Membership Interest Purchase and Wind Down Agreement (Tecogen Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Acquisition Consideration for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Acquisition Agreement (Endexx Corp), Asset Acquisition Agreement (Cesca Therapeutics Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated Except as otherwise required by applicable law, the parties shall treat any indemnification payment made hereunder as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by LawMerger Consideration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Silicon Laboratories Inc), Agreement and Plan of Reorganization (Silicon Laboratories Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the OpCo Transaction Consideration or the PropCo Purchase Price (as applicable) for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Las Vegas Sands Corp), Purchase and Sale Agreement (Vici Properties Inc.)
Tax Treatment of Indemnification Payments. All Except to the extent otherwise required by applicable Legal Requirements, the parties to this Agreement and their respective Affiliates shall treat any indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for all applicable Income Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Trans World Entertainment Corp)
Tax Treatment of Indemnification Payments. All The parties agree that all indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price aggregate Transaction consideration for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Business Combination Agreement (DT Cloud Acquisition Corp), Business Combination Agreement (Cetus Capital Acquisition Corp.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Applicable Law; provided that, any indemnification payments by an Indemnitor under this Agreement with respect to any Claim shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of any such claim by a Seller Indemnified Party or a Buyer Indemnified Party, as applicable.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (CONSOL Energy Inc)
Tax Treatment of Indemnification Payments. All indemnification The parties hereto agree to treat any indemnity payments made under pursuant to this Agreement shall be treated as a reduction in consideration paid by the parties as an adjustment Parent pursuant to this Agreement to the Purchase Price for Tax purposes, unless otherwise required extent permitted by Lawapplicable law.
Appears in 2 contracts
Samples: Security Agreement (Biomira Inc), Escrow Agreement (Biomira CORP)
Tax Treatment of Indemnification Payments. All Unless otherwise required by applicable Law, all indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposesClosing Consideration. For the avoidance of doubt, unless otherwise required by Lawproper adjustments shall be made to the Allocation Schedule with respect to any indemnification payments pursuant to this Article VI.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sierra Oncology, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties hereto as an adjustment to the Purchase Price for Tax tax purposes, unless otherwise required by Lawlaw.
Appears in 2 contracts
Samples: Asset Purchase Agreement (AgeX Therapeutics, Inc.), Asset Purchase Agreement (AgeX Therapeutics, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment first to the Purchase Price Merger Payment and second to the Merger Shares for the Company’s assets for Tax purposes, unless otherwise required by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hightimes Holding Corp.), Agreement and Plan of Merger (Hightimes Holding Corp.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties herein as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Purchase Agreement (STRATA Skin Sciences, Inc.), Asset Purchase Agreement (Ra Medical Systems, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by LawLaw or if deductible by Buyer or the Company for the Post-Closing Tax Period.
Appears in 2 contracts
Samples: Share Purchase Agreement (Eyegate Pharmaceuticals Inc), Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement by Seller or Buyer shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Horizon Therapeutics Public LTD Co), Asset Purchase Agreement (Hyperion Therapeutics Inc)
Tax Treatment of Indemnification Payments. All The parties agree that all indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price aggregate merger consideration for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mountain Crest Acquisition Corp. III), Agreement and Plan of Merger (PLBY Group, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under pursuant to this Agreement shall be treated by Parties, to the parties extent permitted by applicable Law, as an adjustment to the Net Purchase Price for Tax applicable United States federal, state and local income tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Equity Contribution & Purchase Agreement (Pioneer Power Solutions, Inc.), Stock Purchase Agreement (Pioneer Power Solutions, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made by Seller under this Agreement shall be treated by the parties as an adjustment adjustments to the Purchase Price for Tax tax purposes, unless otherwise required by Lawlaw.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lexeo Therapeutics, Inc.), Asset Purchase Agreement (BigCommerce Holdings, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Total Consideration for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Hc2 Holdings, Inc.), Merger Agreement (Alpine 4 Technologies Ltd.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Lawapplicable Laws.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Century Casinos Inc /Co/), Membership Interest Purchase Agreement
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax all purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Securities Purchase Agreement (GlassBridge Enterprises, Inc.), Securities Purchase Agreement (GlassBridge Enterprises, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law, and shall be allocated as among the Purchased Assets by the Parties, each acting reasonably.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Primero Mining Corp), Asset Purchase Agreement (McEwen Mining Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Merger Consideration for Tax purposes, unless otherwise required by Law.. ARTICLE IX
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger and Reorganization
Tax Treatment of Indemnification Payments. All indemnification payments or offsets made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Consideration for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Equity Purchase Agreement (AIRO Group, Inc.), Equity Purchase Agreement (AIRO Group, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Applicable Law.
Appears in 2 contracts
Samples: Share Purchase Agreement, Membership Interest and Asset Purchase Agreement (Smith Micro Software, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Base Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Membership Interest and Asset Purchase Agreement (CONSOL Energy Inc), Agreement and Plan of Merger (Everyday Health, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law, in which case such payments shall be made in an amount sufficient to indemnity the Indemnified Party on an after-Tax basis.
Appears in 2 contracts
Samples: Master Transaction Agreement (Changyou.com LTD), Master Transaction Agreement (Sohu Com Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price Contribution Amount for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Stock Contribution Agreement, Stock Contribution Agreement (Apricus Biosciences, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments made by a Seller Party under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax and financial reporting purposes, unless otherwise required by Lawlaw. In the event that such a payment cannot be treated as an adjustment to the Purchase Price, then Seller shall further indemnify Buyer for any Tax cost incurred by Buyer arising from the receipt of such indemnification payments (and the receipt of additional amounts pursuant to this sentence).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Trulieve Cannabis Corp.), Asset Purchase Agreement (Trulieve Cannabis Corp.)
Tax Treatment of Indemnification Payments. All Except as otherwise required by Law, any indemnification payments made under pursuant to this Agreement between the Parties shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Equity Purchase Agreement, Equity Purchase Agreement (Sandridge Energy Inc)
