Common use of Tax Treatment of Indemnification Payments Clause in Contracts

Tax Treatment of Indemnification Payments. Except as otherwise required by applicable Law, the Parties shall treat any indemnification payment made hereunder as an adjustment to the Purchase Price when and as paid unless a final determination (which shall include, without limitation, the execution of an IRS Form 870-AD or successor form) with respect to the Purchaser and the Seller causes such payment not to be treated as an adjustment to or refund of the Purchase Price for Tax purposes.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Kforce Inc)

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Tax Treatment of Indemnification Payments. Except as otherwise required by applicable Law, the Parties parties shall treat any indemnification payment made hereunder as an adjustment to the Purchase Price when and as paid unless a final determination (which shall include, without limitation, the execution of an IRS Form 870-AD or successor form) with respect to the Purchaser and the Seller causes such payment not to be treated as an adjustment to or refund of the Purchase Price for Tax purposespurchase price.

Appears in 2 contracts

Samples: Stock Purchase Agreement (La Cortez Energy, Inc.), Stock Purchase Agreement (Avante Petroleum S.A.)

Tax Treatment of Indemnification Payments. Except as otherwise required by applicable Lawlaw, the Parties shall treat any indemnification payment made hereunder by the Sellers as an adjustment to the Purchase Price when and as paid unless a final determination (which shall include, without limitation, purchase price for the execution of an IRS Form 870-AD or successor form) with respect to the Purchaser and the Seller causes such payment not to be treated as an adjustment to or refund of the Purchase Price Share Capital for income Tax purposes.

Appears in 1 contract

Samples: Stock Purchase Agreement (EPIRUS Biopharmaceuticals, Inc.)

Tax Treatment of Indemnification Payments. Except as otherwise required by applicable Lawlaw, the Parties parties shall treat any indemnification payment made hereunder by the Sellers as an adjustment to the Purchase Price when and as paid unless a final determination (which shall include, without limitation, purchase price for the execution of an IRS Form 870-AD or successor form) with respect to the Purchaser and the Seller causes such payment not to be treated as an adjustment to or refund of the Purchase Price Capital Stock for income Tax purposes.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chyron Corp)

Tax Treatment of Indemnification Payments. Except as otherwise required by applicable Law, the Parties parties shall treat any indemnification payment made hereunder by Seller as an adjustment to the Purchase Price when and as paid unless a final determination (which shall include, without limitation, purchase price for the execution of an IRS Form 870-AD or successor form) with respect to the Purchaser and the Seller causes such payment not to be treated as an adjustment to or refund of the Purchase Price Shares for income Tax purposes.

Appears in 1 contract

Samples: Share Purchase Agreement (Silicon Laboratories Inc)

Tax Treatment of Indemnification Payments. Except as otherwise required All indemnification payments made under this Agreement shall be treated by applicable Law, the Parties shall treat any indemnification payment made hereunder parties as an adjustment to the Purchase Price when and as paid for Tax purposes, unless (a) a final determination “determination” (which shall include, without limitation, the execution as that term is defined for purposes of an IRS Form 870-AD Code Section 1313 or successor formcorresponding state Laws) with respect to the Purchaser and the Seller any such payment causes such payment not to be treated as an adjustment to or refund of the Purchase Price for Tax purposespurposes 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. Except as otherwise required by applicable Law, the Parties parties shall treat any indemnification payment made hereunder pursuant to this Agreement by Seller as an adjustment to the Purchase Price when and as paid unless a final determination (which shall includeCash Consideration for income Tax purposes, without limitation, the execution of an IRS Form 870-AD or successor form) with respect to the Purchaser and the Seller causes such payment not to be treated as an adjustment to or refund of the Purchase Price for Tax purposesextent permitted by Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Silicon Laboratories Inc.)

Tax Treatment of Indemnification Payments. Except as otherwise required by applicable Law, the Parties shall treat any indemnification payment made hereunder as an adjustment to the Purchase Price when and as paid unless a final determination “determination” (which shall includeas defined in Section 1313(a) of the Code and any corresponding or similar applicable provision of state, without limitation, the execution of an IRS Form 870local or non-AD or successor formU.S. Tax Law) with respect to the Purchaser and the or Seller causes such payment not to be treated as an adjustment to or refund of the Purchase Price for Tax purposes.

Appears in 1 contract

Samples: Stock Purchase Agreement (Willbros Group, Inc.\NEW\)

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Tax Treatment of Indemnification Payments. Except as otherwise required by applicable Tax Law, the Parties parties shall treat any indemnification payment made hereunder as an adjustment to the Purchase Price when and as paid unless a final determination (which shall include, without limitation, the execution of an IRS Form 870-AD or successor form) with respect to the Purchaser and the Seller causes such payment not to be treated as an adjustment to or refund of the Purchase Price for Tax purposespurchase price.

Appears in 1 contract

Samples: Merger Agreement (Perrigo Co)

Tax Treatment of Indemnification Payments. Except as otherwise required by applicable Law, the Parties shall treat any indemnification payment made hereunder as an adjustment to the Purchase Price when and as paid unless a final determination (which shall include, without limitation, the execution of an IRS Form 870-AD or successor form) with respect to the Purchaser and the Seller causes such payment not to be treated as an adjustment to or refund of the Purchase Price for Tax purposesPrice.

Appears in 1 contract

Samples: Stock Purchase Agreement (China Tel Group Inc)

Tax Treatment of Indemnification Payments. Except as otherwise required by applicable Law, the Parties parties shall treat any indemnification payment made hereunder as an adjustment to the Purchase Price when and as paid unless a final determination (which shall include, without limitation, the execution of an IRS Form 870-AD or successor form) with respect to the Purchaser and the Seller causes such payment not to be treated as an adjustment to or refund of the Purchase Price for Tax purposes.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Chase Corp)

Tax Treatment of Indemnification Payments. Except as otherwise required by applicable Law, the Parties parties shall treat any indemnification payment made hereunder as an adjustment to the Purchase Price when and as paid unless a final determination (which shall include, without limitation, the execution of an IRS Form 870-AD or successor form) with respect to the Purchaser and the Seller causes such payment not to be treated as an adjustment to or refund of the Purchase Price for Tax purposesPrice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quixote Corp)

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