Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes unless there is no reasonable basis for doing so under the applicable Tax Law.
Appears in 6 contracts
Samples: Stock and Asset Purchase Agreement (Fortive Corp), Stock and Asset Purchase Agreement (Cardinal Health Inc), Asset Purchase Agreement (LVB Acquisition, Inc.)
Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall will be treated as an adjustment to the Purchase Price for Tax purposes unless there is no reasonable basis for doing so under the otherwise required by applicable Tax LawLegal Requirements.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Kindred Biosciences, Inc.), Asset Purchase Agreement (Aastrom Biosciences Inc), Asset Purchase Agreement (Laboratory Corp of America Holdings)
Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price purchase price for Tax purposes unless there is no reasonable basis for doing so under the otherwise required by applicable Tax Law.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Assertio Therapeutics, Inc), Asset Purchase Agreement (Collegium Pharmaceutical, Inc), Asset Purchase Agreement (Assertio Therapeutics, Inc)
Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes unless there is no reasonable basis for doing so under the applicable Tax Lawlaw.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Endonovo Therapeutics, Inc.), Asset Purchase Agreement (Endonovo Therapeutics, Inc.)
Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes unless there is no reasonable basis for doing so under the applicable Tax Law. Each party shall notify the other party if it receives notice that any Taxing Authority proposes to treat any indemnification payment as other than an adjustment to the Purchase Price for Tax purposes, or if a party otherwise determines that an indemnification payment is required by applicable Tax Law to be treated as other than an adjustment to the Purchase Price for Tax purposes.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Kbr, Inc.), Purchase and Sale Agreement (Kbr, Inc.)
Tax Treatment of Indemnity Payments. Any Unless otherwise required by Law, any indemnity payment made under this Agreement shall be treated as an adjustment to the Purchase Price for all Tax purposes unless there is no reasonable basis for doing so under the applicable Tax Lawpurposes.
Appears in 1 contract
Samples: Asset Purchase Agreement (G Iii Apparel Group LTD /De/)
Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price Upfront Payment for Tax purposes unless there is no reasonable basis for doing so under the otherwise required by applicable Tax Law.
Appears in 1 contract
Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes unless there is no reasonable basis for doing so under the applicable Tax Law. 98 Article XI Miscellaneous Section 11.01.
Appears in 1 contract
Samples: Assumption Stock Purchase Agreement (Integra Lifesciences Holdings Corp)
Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes unless there is no reasonable basis for doing so under to the extent permitted by applicable Tax Law.
Appears in 1 contract
Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes unless there is no reasonable basis for doing so under the applicable Tax Law.. ARTICLE XI
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Cardinal Health Inc)
Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price purchase price for Tax purposes unless there is no reasonable basis for doing so under the otherwise required by applicable Tax Law. Confidential Information indicated by [***] has been omitted from this filing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Assertio Therapeutics, Inc)
Tax Treatment of Indemnity Payments. Any All indemnity payment under payments made pursuant to this Agreement shall be treated as an adjustment adjustments to the Purchase Price purchase price for Tax purposes unless there is no reasonable basis for doing so under and shall be treated as such by the applicable Parties on their Tax Returns to the extent permitted by Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Amag Pharmaceuticals Inc.)
Tax Treatment of Indemnity Payments. Any indemnity payment All indemnification payments under this Agreement shall be treated as an adjustment adjustments to the Purchase Price for Tax purposes unless there is no reasonable basis for doing so under the purposes, except as required by applicable Tax Law.
Appears in 1 contract
Samples: Equity Purchase Agreement (MGM Resorts International)
Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price Cash Consideration for Tax purposes unless there is no reasonable basis for doing so under the applicable Tax Law.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integra Lifesciences Holdings Corp)
Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes unless there is no reasonable basis for doing so under the otherwise required by applicable Tax Law.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vanda Pharmaceuticals Inc.)
Tax Treatment of Indemnity Payments. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price Closing Payment for Tax purposes unless there is no reasonable basis for doing so under the applicable Tax Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Factset Research Systems Inc)
Tax Treatment of Indemnity Payments. Any All indemnity payment payments under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes unless there is no reasonable basis for doing so under the applicable Tax Lawfederal income tax purposes.
Appears in 1 contract
Samples: Collateral Management Agreement (Gramercy Capital Corp)
