Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VI shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 62 contracts
Samples: Stock Purchase Agreement (American International Holdings Corp.), Stock Purchase Agreement (Cosmos Health Inc.), Securities Purchase Agreement (Akerna Corp.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 29 contracts
Samples: Stock Purchase Agreement (Unitil Corp), Stock Purchase Agreement (Flora Growth Corp.), Escrow Agreement (LIVE VENTURES Inc)
Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VI shall be treated as an adjustment adjustments to the Purchase Price by aggregate consideration paid to the parties Selling Shareholder for Tax purposes, unless otherwise required by applicable Law.
Appears in 8 contracts
Samples: Share Transfer Agreement (Choong Choon Hau), Share Transfer Agreement (Activist Investing LLC), Share Transfer Agreement (Tencent Holdings LTD)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VI shall be treated as an adjustment to the Purchase Price amount of the Merger Consideration by the parties for Tax purposes, unless otherwise required by Law.
Appears in 7 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. Any indemnification payments pursuant to this Article VI shall be treated as an adjustment to the Purchase Price Merger Consideration by the parties for Tax purposes, unless otherwise required by Law.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Merger (Acreage Holdings, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to made under this Article VI shall be treated for all tax purposes as an adjustment to the relevant Purchaser’s Allocated Purchase Price by the parties for Tax purposes, unless except as otherwise required by applicable Law.
Appears in 5 contracts
Samples: Purchase Agreement (Oaktree Capital Group, LLC), Purchase Agreement (Luminus Management LLC), Purchase Agreement (Gen IV Investment Opportunities, LLC)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by Law.
Appears in 4 contracts
Samples: Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated as an adjustment to the Base Cash Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 4 contracts
Samples: Investment Agreement (Ascend Wellness Holdings, LLC), Investment Agreement (MedMen Enterprises, Inc.), Investment Agreement
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by Law. Notwithstanding anything in this Agreement to the contrary, the provisions of Section 3.23 and this ARTICLE VI shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Camber Energy, Inc.), Membership Interest Purchase Agreement (Viking Energy Group, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to All amounts paid under this Article VI shall be treated as an adjustment adjustments to the Purchase Price by the parties purchase price for all Tax purposes, purposes unless otherwise required by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.), Agreement and Plan of Merger (Skyworks Solutions, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated by the parties for Tax purposes as an adjustment to the Purchase Price by consideration paid for the parties for Tax purposesShares, 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. Any indemnification payments or reimbursements made pursuant to this Article VI shall be treated for all Tax purposes: (a) if such payment or reimbursement is to the Purchaser Indemnitees, as an adjustment a reduction to the Purchase Price by Price; and (b) if such payment or reimbursement is to the parties for Tax purposesParent Indemnitees, unless otherwise required by Lawas an increase to the Purchase Price.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Neutral Tandem Inc), Equity Purchase Agreement (Global Telecom & Technology, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated as an adjustment to the Total Purchase Price by the parties 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. Any indemnification payments pursuant to this Article VI shall will be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gas Natural Inc.), Asset Purchase Agreement (Gas Natural Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated as an adjustment to the Purchase Price Total Consideration by the parties 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. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by LawLaw or if deductible by Buyer or by the Company for the Post-Closing Tax Period.
Appears in 1 contract
Samples: Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)
Tax Treatment of Indemnification Payments. Any indemnification All payments made pursuant to this Article VI shall be treated as an adjustment adjustments to the Purchase Price by the parties for all Tax purposes, unless otherwise required by applicable Law, and corresponding adjustments shall be made to the Allocation with respect to the particular Purchased Asset to which the payment may reasonably be considered to relate.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to under this Article VI shall be treated as an adjustment adjustments to the Purchase Price by the parties applicable Purchaser’s Funding Amount for all Tax purposes, unless purposes except as otherwise required by applicable Law.
Appears in 1 contract
Samples: Cumulative Convertible Preferred Unit Purchase Agreement (Enterprise Products Partners L.P.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless (a) a final “determination” (as that term is defined for purposes of Code Section 1313 or corresponding state Laws) with respect to any such payment causes such payment not to be treated as an adjustment to the Purchase Price for Tax purposes or (b) as otherwise required by applicable Law.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Computer Programs & Systems Inc)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated as an adjustment to the Purchase Price Consideration by the parties for Tax purposes, unless otherwise required by Law.. Section 6.07
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated as an adjustment to the Purchase Price total consideration by the parties for Tax purposes, unless otherwise required by LawLaw or the Parent’s auditors.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any All indemnification payments made pursuant to ARTICLE VI, ARTICLE VIII or any other provision of this Article VI Agreement shall be treated by the parties as an adjustment to the Purchase Price by the parties Consideration for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (reAlpha Tech Corp.)
Tax Treatment of Indemnification Payments. Any Unless otherwise required by applicable Tax Law, any indemnification payments made pursuant to this Article VI shall be treated for all Tax purposes as an adjustment adjustments to the Purchase Price by the parties for Tax purposes, unless otherwise required by LawPrice.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated as an adjustment to the Purchase Price by the parties for Tax tax purposes, unless otherwise required by Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VI shall be treated as an adjustment adjustments to the Purchase Price by aggregate consideration paid to the parties Selling Shareholders for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VI shall be treated as an adjustment to the Purchase Price Consideration by the parties Parties for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Voyager Oil & Gas, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VI shall be treated as an adjustment to the Purchase Price total consideration by the parties for Tax purposes, unless otherwise required by LawLaw or the Parent’s auditors.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VI shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax tax purposes, unless otherwise required by Lawlaw.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated as an adjustment to the Purchase Price Total Consideration by the parties for Tax purposes, unless otherwise required by LawLaw or the Parent’s auditors.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VI shall be treated as an adjustment to the Base Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (CONSOL Energy Inc)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VI VI, Article VIII, or otherwise under this Agreement shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (Endo International PLC)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VI shall be treated as an adjustment to the Aggregate Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VI shall be treated as an adjustment to the Purchase Price consideration received hereunder by the parties for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Samples: Share Exchange Agreement
Tax Treatment of Indemnification Payments. Any indemnification payments made pursuant to this Article VI shall be treated for all tax purposes as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by LawPrice.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VI shall be treated as an adjustment to the Purchase Price Consideration by the parties for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any All indemnification payments made pursuant to ARTICLE V, ARTICLE VI or any other provision of this Article VI Agreement shall be treated by the parties as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Sunworks, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VI shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by LawLaw or if deductible by Buyer or by the Company for the Post-Closing Tax Period.
Appears in 1 contract
Samples: Share Purchase Agreement (Eyegate Pharmaceuticals Inc)
