Tax Treatment of Indemnification Payments. All indemnification payments made under this Article 10 or Article 7 shall be deemed adjustments to the purchase price for Tax purposes, unless otherwise required by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (GXS Worldwide, Inc.), Merger Agreement (Open Text Corp)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Article 10 or Article 7 Section 9.03 shall be deemed treated as adjustments to the purchase price Aggregate Purchase Price and the Purchase Price for the applicable Selling Shareholder for Tax purposes, unless otherwise required by applicable Law.
Appears in 2 contracts
Samples: Share Purchase Agreement (Baidu, Inc.), Share Purchase Agreement (Alibaba Group Holding LTD)
Tax Treatment of Indemnification Payments. All Any indemnification payments made under this Article 10 or Article 7 hereunder shall be deemed adjustments treated as an adjustment to the purchase price Purchase Price for all applicable Tax purposes, unless purposes except as otherwise required by applicable Law.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Digerati Technologies, Inc.), Asset Purchase Agreement (Digerati Technologies, Inc.)
Tax Treatment of Indemnification Payments. All indemnification payments Any indemnity payment made under this Article 10 or Article 7 pursuant to Section 9 shall be deemed adjustments treated as an adjustment to the purchase price Merger consideration for all Tax purposes, unless otherwise required by pursuant to applicable LawLegal Requirements.
Appears in 2 contracts
Samples: Merger Agreement (Poseida Therapeutics, Inc.), Merger Agreement (Poseida Therapeutics, Inc.)
Tax Treatment of Indemnification Payments. All Any indemnification payments made under pursuant to this Article 10 or Article 7 9 shall be deemed adjustments treated as an adjustment to the purchase deemed exchange price for the Share Exchange by the Parties for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Business Combination Agreement
Tax Treatment of Indemnification Payments. All indemnification payments made under this Article 10 or Article 7 Section 9.3 shall be deemed adjustments treated by the parties as an adjustment to the purchase price Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Associated Banc-Corp)
Tax Treatment of Indemnification Payments. All indemnification payments made under this Article 10 or Article 7 Section 11 shall be deemed adjustments to the purchase price Aggregate Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Realty Capital Hospitality Trust, Inc.)
Tax Treatment of Indemnification Payments. All Any indemnification payments made under pursuant to this Article 10 or Article 7 Section 9 shall be deemed adjustments treated by Purchaser and Seller as an adjustment to the purchase price Purchase Price for Tax purposes, tax purposes unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Purchase Agreement (Nexstar Broadcasting Group Inc)
Tax Treatment of Indemnification Payments. All Any indemnification payments made under pursuant to this Article 10 or Article 7 Section 8.05 shall be deemed adjustments treated as an adjustment to the purchase price Purchase Price by the Parties for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. All Any indemnification payments made under this pursuant to Article 10 9 or Article 7 Section 10.3 shall be deemed treated as adjustments to the purchase price Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. All Any indemnification payments made under pursuant to this Article 10 or Article 7 Section 11 shall be deemed adjustments treated by the Purchaser and the Sellers as an adjustment to the purchase price Purchase Price for Tax purposes, tax purposes unless otherwise required by applicable Lawlaw.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Granite Broadcasting Corp)
Tax Treatment of Indemnification Payments. All Any indemnification payments made under pursuant to this Article 10 or Article 7 Section 5.07 shall be deemed adjustments treated as an adjustment to the purchase price Purchase Price by the parties for Tax purposes, unless otherwise required by applicable Law.. (o)
Appears in 1 contract
Tax Treatment of Indemnification Payments. All indemnification payments made under this Article 10 or Article 7 9 shall be deemed adjustments to the purchase price Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Owens-Illinois Group Inc)
Tax Treatment of Indemnification Payments. All Any indemnification payments made under pursuant to this Article 10 or Article 7 shall Section 11 will be deemed adjustments treated as an adjustment to the purchase price for the Company Interests by the parties for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. All indemnification payments made under this Article 10 or Article 7 Section 11 shall be deemed adjustments to the purchase price Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. All Subject to Section 9.6 below, all indemnification payments made under this Article 10 or Article 7 Section 9 shall be deemed adjustments to the purchase price Purchase Price for Tax purposes, unless otherwise required by applicable Law.
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Tax Treatment of Indemnification Payments. All Any indemnification payments made under this Article 10 or Article 7 pursuant to Section 8.02(g) shall be deemed adjustments treated as an adjustment to the purchase price Purchase Price by the parties for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Stock Purchase and Contribution Agreement (Hydrofarm Holdings Group, Inc.)
Tax Treatment of Indemnification Payments. All Any indemnification payments made under pursuant to this Article 10 or Article 7 Section 8.06 shall be deemed adjustments treated as an adjustment to the purchase price Purchase Price by the Parties for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Tax Treatment of Indemnification Payments. All Any indemnification payments made under payment pursuant to this Article 10 or Article 7 Section 5.9 shall be deemed adjustments treated as an adjustment to the purchase price Purchase Price by the parties for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Newpark Resources Inc)
Tax Treatment of Indemnification Payments. All indemnification payments made under pursuant to this Article 10 or Article 7 Section 8 shall be deemed adjustments treated by the Parties as an adjustment to the purchase price for Tax purposesPurchase Price, unless otherwise required by applicable Applicable Law. 8.
Appears in 1 contract
Samples: Asset Purchase Agreement (Greenidge Generation Holdings Inc.)