Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 15 contracts
Samples: Stock Purchase Agreement (Duddell Street Acquisition Corp.), Stock and Warrant Purchase Agreement (Wavedancer, Inc.), Equity Purchase Agreement (DENTSPLY SIRONA Inc.)
Tax Treatment of Indemnification Payments. Any indemnification All payments made pursuant to this Article VII 7 shall be treated as an adjustment adjustments to the Purchase Price by the parties for all Tax purposes, unless otherwise required by applicable Law.
Appears in 8 contracts
Samples: Asset Purchase Agreement (Catalyst Pharmaceuticals, Inc.), Asset Purchase Agreement (Aralez Pharmaceuticals Inc.), Asset Purchase Agreement (Aralez Pharmaceuticals Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to made under this Article VII V 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 8 contracts
Samples: Purchase Agreement (Contango Oil & Gas Co), Purchase Agreement (Contango Oil & Gas Co), Purchase Agreement (Contango Oil & Gas Co)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 8 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Charge Enterprises, Inc.), Unit Purchase Agreement (Charge Enterprises, Inc.), Stock Acquisition Agreement (Optimus Healthcare Services, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII IX shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 5 contracts
Samples: Share Purchase Agreement (Unusual Machines, Inc.), Share Purchase Agreement (Red Cat Holdings, Inc.), Stock Purchase Agreement (Repligen Corp)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VII shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Limbach Holdings, Inc.), Membership Interest Purchase Agreement (Fallon Doug), Stock Purchase Agreement (Brady Corp)
Tax Treatment of Indemnification Payments. Any All indemnification payments made (or deemed to be made) with respect to any claim pursuant to this Article VII VIII 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 4 contracts
Samples: Asset Purchase Agreement (Agriforce Growing Systems Ltd.), Asset Purchase Agreement (Jupiter Wellness, Inc.), Asset Purchase Agreement (Jupiter Wellness, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Monterey Capital Acquisition Corp), Stock Purchase Agreement (Monterey Capital Acquisition Corp), Membership Interest Purchase Agreement (Monterey Capital Acquisition Corp)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price Transaction Consideration by the parties for Tax purposes, unless otherwise required by Law.
Appears in 3 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. Any indemnification payments pursuant to made under this Article VII VIII shall be treated for all Tax purposes as an adjustment to the relevant Purchaser’s Purchase Price by the parties for Tax purposesPrice, unless except as otherwise required by applicable Law.
Appears in 3 contracts
Samples: Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII V shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SRAX, Inc.), Stock Purchase Agreement (Focus Universal Inc.), Escrow Agreement (Ames National Corp)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 6 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc), Stock Purchase Agreement (OVERSTOCK.COM, Inc), Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc)
Tax Treatment of Indemnification Payments. Any indemnification payments payment made pursuant to this Article VII 11 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Golf Trust of America Inc), Asset Purchase Agreement (Gta-Ib, LLC), Asset Purchase Agreement (Golf Trust of America Inc)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII or any other provision of this Agreement shall be treated as an adjustment to the Closing Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (Zenergy Brands, Inc.), Equity Interest Purchase Agreement (South American Properties, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to made under this Article VII shall be treated for all tax purposes as an adjustment to the Purchase Price by the parties for Tax purposes, unless except as otherwise required by applicable Law.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Rights Agreement (AiAdvertising, Inc.)
Tax Treatment of Indemnification Payments. Any For all purposes hereunder, any indemnification payments made pursuant to this Article VII shall ARTICLE 7 will be treated as an adjustment to the Purchase Pre-Paid Forward Price for tax purposes to the fullest extent permitted by the parties for Tax purposes, unless otherwise required by Lawapplicable law.
Appears in 2 contracts
Samples: Forward Contract (UroGen Pharma Ltd.), Forward Contract (UroGen Pharma Ltd.)
Tax Treatment of Indemnification Payments. Any For all purposes hereunder, any indemnification payments made pursuant to this Article ARTICLE VII shall will be treated as an adjustment to the Purchase Price for all Tax purposes to the fullest extent permitted by the parties for Tax purposes, unless otherwise required by Applicable Law.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Agenus Inc), Purchase and Sale Agreement (Ligand Pharmaceuticals Inc)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII ARTICLE VIII shall 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: Membership Interest Purchase Agreement (Gse Systems Inc), Membership Interest Purchase Agreement (Gse Systems Inc)
Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII 10 or Article 7 shall be treated as an adjustment deemed adjustments to the Purchase Price by the parties purchase price for Tax purposes, unless otherwise required by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GXS Worldwide, Inc.), Agreement and Plan of Merger (Open Text Corp)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price Contribution Amount by the parties 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. Any All indemnification payments pursuant to made under this Article VII shall be treated as an adjustment adjustments to the Purchase Price by aggregate consideration paid to the parties Seller for Tax purposes, unless otherwise required by applicable Law.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Baijiayun Group LTD), Securities Purchase Agreement (Baijiayun Group LTD)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII Section 7 shall be treated as an adjustment to the Final Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the amount of the Purchase Price Consideration by the parties 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. Any indemnification The Parties shall treat any payments pursuant to under this Article VII shall be treated as an adjustment adjustments to the Purchase Price for all tax purposes to the extent permitted by the parties for Tax purposes, unless otherwise required by Applicable Law.
Appears in 2 contracts
Samples: Revenue Interest Purchase and Sale Agreement (Roivant Sciences Ltd.), Revenue Interest Purchase and Sale Agreement (Roivant Sciences Ltd.)
Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII 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 2 contracts
Samples: Stock Purchase Agreement (Giga Tronics Inc), Stock Purchase Agreement (DPW Holdings, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price amounts paid by the parties 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. Any All indemnification payments pursuant to made under this Article VII ARTICLE VIII shall be treated as an adjustment to the Purchase Price by Consideration (and the parties applicable component thereof) for all Tax purposes, purposes unless otherwise required by any applicable Law.
Appears in 2 contracts
Samples: Share Purchase Agreement (JOYY Inc.), Share Purchase Agreement (Baidu, Inc.)
Tax Treatment of Indemnification Payments. Any For all purposes hereunder, any indemnification payments made pursuant to this Article VII shall ARTICLE VIII will be treated as an adjustment to the Purchase Price for all Tax purposes to the fullest extent permitted by the parties for Tax purposes, unless otherwise required by Applicable Law.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Oramed Pharmaceuticals Inc.), Purchase and Sale Agreement (Scilex Holding Co)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII VIII shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Equity Purchase Agreement (908 Devices Inc.), Stock Purchase Agreement (Kimball Electronics, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII ARTICLE 6 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law..
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Monterey Capital Acquisition Corp), Purchase Agreement (Monterey Capital Acquisition Corp)
Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to this Article VII VIII shall be treated 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 VII VIII shall be treated as an adjustment to the Purchase Price Final Merger Consideration by the parties for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sequential Brands Group, Inc.)
Tax Treatment of Indemnification Payments. Any All indemnification payments made (or deemed to be made) with respect to any claim pursuant to this Article VII IV shall be treated by the parties as an adjustment to the Purchase Price by the parties for Tax tax purposes, unless otherwise required by Lawlaw.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Electric Last Mile Solutions, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII Section IX 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
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall VIII will be treated as an adjustment to the Purchase Price Retirement Amount by the parties Parties and its Affiliates for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by LawLaw in which case such indemnification payments shall be grossed-up and paid on an after-tax basis.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (TerraForm Power, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII ARTICLE V shall be treated as an adjustment to the Purchase Price by the parties 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 VII VI or Article IX, or otherwise pursuant to this Agreement shall be treated as an adjustment to the Purchase Price by the parties for income Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price aggregate purchase price for the Equity Interests 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 VII shall be treated as an adjustment to the Purchase Price by the parties 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 VII shall be treated as an adjustment to the Purchase Price aggregate purchase price for the Shares 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 by either party pursuant to this Article VII 13 shall be treated 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 VII shall be treated as an adjustment to the Purchase Price consideration paid by Parent to the Equityholders by the parties for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (VistaGen Therapeutics, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 7 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
Tax Treatment of Indemnification Payments. Any indemnification payments made pursuant to this Article VII VIII shall be treated for all Tax purposes as an adjustment adjustments to the Purchase Price by the parties for Tax purposesMerger Consideration, unless otherwise required by applicable Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII VIII shall be treated as an adjustment to the Purchase Price Merger Consideration by the parties for Tax purposes, unless otherwise required by Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medicine Man Technologies, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 1VI 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: Agreement and Plan of Merger (Tenax Therapeutics, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification All payments made pursuant to this Article VII ARTICLE IX shall be treated as an adjustment adjustments to the Purchase Price by the parties for all Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to For all Tax purposes, unless otherwise required by applicable Law, any payment by Buyer or the Sellers under this Article VII VIII or Article X shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.Price. 58 ARTICLE IX
Appears in 1 contract
Samples: Purchase Agreement
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 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 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VII 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
Samples: Share Purchase Agreement (Super League Gaming, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII ARTICLE VIII shall be treated by the Parties as an adjustment for Tax purposes to the Purchase Price by Total Cash Consideration or Total Stock Consideration, based upon the parties for Tax purposessource of the indemnity payment, unless otherwise required by applicable Tax Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tyler Technologies Inc)
Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII VIII 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: Stock Purchase Agreement (Security National Financial Corp)
Tax Treatment of Indemnification Payments. Any For all purposes hereunder, any indemnification payments made pursuant to this Article VII shall ARTICLE 7 will be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required purposes to the fullest extent permitted by Lawapplicable law.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Avadel Pharmaceuticals PLC)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 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 1 contract
Samples: Agreement and Plan of Merger (Green Thumb Industries Inc.)
Tax Treatment of Indemnification Payments. Any For all purposes hereunder, any indemnification payments made pursuant to this Article VII shall ARTICLE 7 (Indemnification) will be treated as an adjustment to the Purchase Price by the parties for all applicable Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any All indemnification payments made pursuant to ARTICLE VII, ARTICLE VIII or any other provision of this Article VII 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
Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII VIII shall be treated as an adjustment adjustments to the Aggregate Purchase Price and the Purchase Price by for the parties applicable Selling Shareholder for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII VIII shall be treated by the parties hereto as an adjustment to the Purchase Price by the parties Merger Consideration for 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 VII 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 1 contract
Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to this Article VII IX or Article VI shall be treated as an adjustment adjustments to the Purchase Price by Price. In addition, any amount distributed to Buyer in respect of any Target Bonus amounts pursuant to this Article IX shall be treated as adjustments to the parties for Tax purposes, unless otherwise required by LawPurchase Price.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price Merger Consideration by the parties Parties for Tax purposes, unless otherwise required by Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medicine Man Technologies, Inc.)
Tax Treatment of Indemnification Payments. Any Except as otherwise required by applicable Law, the parties shall treat any indemnification payments payment made pursuant to this Article VII shall be treated VIII 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 ARTICLE VII shall be treated as an adjustment to the Purchase Price Merger Consideration by the parties Parties for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eastside Distilling, Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 7 shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the aggregate final Purchase Price received by the parties Seller hereunder for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 8 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Applicable Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any All indemnification payments made pursuant to this Article VII 13 shall be treated as an adjustment to the Purchase Price by the parties as adjustments to the Final Equity Purchase Price for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. Any indemnification payments made pursuant to this Article VII 7 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price by the parties for Tax purposes, tax purposes unless otherwise required by Lawlaw.
Appears in 1 contract
Samples: Intellectual Property Purchase Agreement (Footstar Inc)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII ARTICLE VIII 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: Equity Purchase Agreement (Troika Media Group, Inc.)
Tax Treatment of Indemnification Payments. Any To the extent permitted by Law, any indemnification payments payment made pursuant to this Article ARTICLE VII shall be treated as an adjustment to the Purchase Price by the parties Merger consideration payable hereunder for federal, state, local and foreign income Tax purposes, unless otherwise required by Lawa change in law after the date hereof, a closing agreement with an applicable Taxing Authority or a final judgment of a court of competent jurisdiction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Altair Engineering Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 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 payments pursuant to this Article VII ARTICLE V 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
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to For all Tax purposes, unless otherwise required by applicable Law, any payment by Buyer or the Sellers under this Article VII VIII or Article X shall be treated 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 All indemnification payments made pursuant to Article VII, Article VIII or any other provision of this Article VII Agreement shall be treated by the parties as an adjustment to the Final Purchase Price by the parties for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Samples: Membership Interest Purchase and License Agreement (Salt Blockchain Inc.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price Closing Cash Consideration by the parties for Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sterling Construction Co Inc)
Tax Treatment of Indemnification Payments. Any All indemnification payments made pursuant to this Article VII 15 shall be treated by the Parties as an adjustment to the Purchase Price by the parties 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 VII VIII shall be treated as an adjustment to the Purchase Price Price, and shall be so treated by the parties parties, 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 ARTICLE VII shall be treated as an adjustment to the Purchase Price by the parties 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 VII ARTICLE VIII shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.. Section 8.08
Appears in 1 contract
Samples: Equity Purchase Agreement
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to Unless otherwise required under applicable law, any payment made under this Article VII XIII 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: Asset Purchase Agreement (Valeant Pharmaceuticals International, Inc.)
Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII IX shall be treated as an adjustment adjustments to the Aggregate Purchase Price and the Purchase Price by for the parties Selling Shareholder for Tax purposes, unless otherwise required by Lawapplicable Laws.
Appears in 1 contract
Samples: Share Purchase Agreement (Luokung Technology Corp.)
Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VII 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 1 contract
Tax Treatment of Indemnification Payments. Any All indemnification payments made pursuant to this Article VII Section 7 shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Escrow Agreement
