Common use of Tax Treatment of Indemnity Payments Clause in Contracts

Tax Treatment of Indemnity Payments. All payments made pursuant to any indemnification obligations under this Agreement, will be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Laws.

Tax Treatment of Indemnity Payments. All For all Tax purposes, the parties agree to treat all payments made pursuant to under any indemnification obligations under indemnity provisions contained in this Agreement, will be treated Agreement as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this AgreementPrice, unless otherwise required by except to the extent applicable LawsLaw requires otherwise.

Tax Treatment of Indemnity Payments. All payments made pursuant Except to the extent otherwise required by applicable Law and subject to Governmental Orders that are issued based on a fixed amount of Purchase Price, the Parties shall treat any indemnification obligations under this Agreement, will be treated payment hereunder as adjustments an adjustment to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Lawsall tax purposes.

Tax Treatment of Indemnity Payments. All For purposes of any Tax, the parties hereto agree to treat all payments made pursuant to under any indemnification obligations under indemnity provisions contained in this Agreement, will be treated Agreement as adjustments to the Purchase Price for to the extent permissible under applicable Law (and not to take a contrary position in any Tax purposes and such agreed treatment will govern for purposes of this AgreementReturn, unless otherwise required by audit, or subsequent proceeding or contest), except to the extent a change in any applicable LawsLaw after the Agreement Date requires otherwise.

Tax Treatment of Indemnity Payments. All payments Unless otherwise required by applicable Law, the parties shall treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreementall Taxes, unless otherwise required by applicable Lawsand the parties agree to file their Tax Returns accordingly.

Tax Treatment of Indemnity Payments. All For all Tax purposes, the Parties agree to treat indemnity payments made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price consideration for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required the Shares to the extent permitted by applicable LawsTax Law.

Tax Treatment of Indemnity Payments. All payments To the maximum extent permitted by Law, it is the intention of the parties to treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for all Tax purposes purposes, and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Lawsthe parties agree to file their Tax Returns accordingly.

Tax Treatment of Indemnity Payments. All payments made pursuant amounts paid with respect to any indemnification obligations indemnity claims under this Agreement, will Agreement shall be treated by the parties hereto for all Tax purposes as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this AgreementPrice, unless otherwise required by applicable LawsLaw.

Tax Treatment of Indemnity Payments. All payments made pursuant to any indemnification obligations under this Agreement, will be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless Unless otherwise required by applicable LawsLaw, any indemnity payment made under this Agreement shall be treated by all parties as an adjustment to the purchase price for all federal, state, local and foreign Tax purposes, and the parties shall file their Tax Returns accordingly.

Tax Treatment of Indemnity Payments. All payments Unless otherwise required by applicable law, the Parties each agree to treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for federal, state, local and foreign Income Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Lawspurposes.

Tax Treatment of Indemnity Payments. All payments made pursuant to any indemnification obligations under this Agreement, will be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless Unless otherwise required by applicable LawsLaw, any indemnity payment made under this Agreement shall be treated by all Parties as an adjustment to the purchase price for all federal, state, local and foreign Tax purposes, and the Parties shall file their Tax Returns accordingly.

Tax Treatment of Indemnity Payments. All For all Tax purposes, the parties agree to treat all payments made pursuant to under any indemnification obligations under indemnity provisions contained in this Agreement, will be treated Agreement as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable LawsPrice.

Tax Treatment of Indemnity Payments. All payments made pursuant to any indemnification obligations under this Agreement, will be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless Unless otherwise required by applicable LawsLaw, any indemnity payment made under this Agreement shall be treated by all Parties as an adjustment to the Final Purchase Price for all federal, state, local and foreign Tax purposes.

Tax Treatment of Indemnity Payments. All The parties agree to treat all payments made pursuant by either to or for the benefit of the other under any indemnification obligations under indemnity provisions of this Agreement, will be treated Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the Purchase Price or as capital contributions for Tax purposes and that such agreed treatment will shall govern for purposes of this Agreement, unless otherwise required by applicable Lawshereof.

Tax Treatment of Indemnity Payments. All payments Unless otherwise required by applicable Law, the Parties agree to treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for federal, state, local and foreign income Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Lawspurposes.

Tax Treatment of Indemnity Payments. All payments The Parties agree to treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes consideration payable to Company Equityholders pursuant to ARTICLE I of this AgreementAgreement for all Tax purposes, unless otherwise required by applicable Lawsand the Parties agree to file their Tax Returns accordingly.

Tax Treatment of Indemnity Payments. All payments The Parties agree to treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price Aggregate Cash Consideration for federal, state, local and foreign income Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Lawspurposes.

Tax Treatment of Indemnity Payments. All payments To the extent permitted by applicable Law, the Parties agree to treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for federal, state, local and foreign income Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Lawspurposes.

Tax Treatment of Indemnity Payments. All payments Unless otherwise required by applicable Law, the parties shall treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for Tax purposes and such agreed treatment will govern for all purposes of this Agreementall Taxes, unless otherwise required by applicable Lawsand the parties agree to file their Tax Returns accordingly.

Tax Treatment of Indemnity Payments. All payments The parties hereto agree to treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for all Tax purposes and such agreed treatment will govern for purposes of this Agreementpurposes, unless otherwise required by applicable Laws.

Tax Treatment of Indemnity Payments. All The Parties agree to treat any indemnification payments made to the Investors pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the final Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required to the extent permitted by applicable LawsLaw.

Tax Treatment of Indemnity Payments. All The Parties agree to treat all payments made pursuant to any indemnification obligations under the indemnity provisions of this Agreement, will be treated as adjustments to the Purchase Price purchase price of the Company Ordinary Shares purchased from the Seller pursuant to this Agreement for all income Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless except to the extent otherwise required by applicable Lawspursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any corresponding or similar provision of state, local or foreign law).

Tax Treatment of Indemnity Payments. All The Parties agree to treat any indemnification payments made to Buyer pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the final Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this AgreementPrice, unless otherwise required by applicable LawsLaw.

Tax Treatment of Indemnity Payments. All payments The Parties agree to treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for all Tax purposes purposes, and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Lawsthe Parties agree to file their Tax Returns accordingly.

Tax Treatment of Indemnity Payments. All For all Tax purposes, the Parties agree to treat all payments made pursuant to under any indemnification obligations under indemnity provisions contained in this Agreement, will be treated Agreement as adjustments to the Final Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this AgreementPrice, unless otherwise required by except to the extent applicable LawsLaw requires otherwise.

Tax Treatment of Indemnity Payments. All For all Tax purposes, the parties agree to treat all payments made pursuant to under any indemnification obligations under indemnity provisions contained in this Agreement, will be treated Agreement as adjustments to the Purchase Price for (and not to take a contrary position in any Tax purposes and such agreed treatment will govern for purposes of this AgreementReturn, unless otherwise required by audit, or subsequent proceeding or contest), except to the extent a change in any applicable LawsLaw after the Agreement Date requires otherwise.

Tax Treatment of Indemnity Payments. All payments The Parties agree to treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Section 8.5 as adjustments an adjustment to the Aggregate Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Lawsall income tax purposes.

Tax Treatment of Indemnity Payments. All For all Tax purposes, the parties agree to treat indemnity payments made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required purchase price to the extent permitted by applicable LawsTax Law.

Tax Treatment of Indemnity Payments. All payments The Parties shall treat for Tax purposes any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable LawsPrice.

Tax Treatment of Indemnity Payments. All For all Tax purposes, the parties agree to treat indemnity payments made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required to the extent permitted by applicable LawsApplicable Law.

Tax Treatment of Indemnity Payments. All payments The Parties agree that any indemnification payment made pursuant to any indemnification obligations under this Agreement, will Agreement shall be treated for Tax purposes as adjustments an adjustment to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this AgreementPrice, unless otherwise required by applicable LawsLaw.

Tax Treatment of Indemnity Payments. All payments The parties agree to treat any indemnity payment made pursuant to any indemnification obligations this Agreement as an adjustment to the consideration paid by Buyer to the Seller Parties for the Assets under this Agreement, will be treated except as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable LawsLaw.

Tax Treatment of Indemnity Payments. All payments The Parties agree to treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for all Tax purposes and such agreed treatment will govern for purposes of this Agreementpurposes, unless otherwise required by applicable LawsLaw.

Tax Treatment of Indemnity Payments. All payments The parties agree to treat any payment for indemnity made pursuant to any indemnification obligations under this Agreement, will be treated Article XI as adjustments an adjustment to the Purchase Price purchase price for Tax purposes and such agreed treatment will govern for purposes of this Agreementall tax purposes, unless otherwise required by applicable LawsLaw.

Tax Treatment of Indemnity Payments. All indemnification payments made pursuant to any indemnification obligations under this Agreement, will Agreement shall be treated by the Parties as adjustments an adjustment to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreementpurposes, unless otherwise required by applicable LawsLaw.

Tax Treatment of Indemnity Payments. All payments The parties agree to treat any payment (or offset against the Notes pursuant to Section 11.4(d)) for indemnity made pursuant to any indemnification obligations under this Agreement, will be treated Article XI as adjustments an adjustment to the Purchase Price purchase price for Tax purposes and such agreed treatment will govern for purposes of this Agreementall tax purposes, unless otherwise required by applicable LawsLaw.

Tax Treatment of Indemnity Payments. All payments made pursuant amounts paid with respect to any indemnification obligations indemnity claims under this Agreement, will Agreement shall be treated by the parties hereto for all Tax purposes as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this AgreementPrice, unless otherwise required by applicable Laws.Law. 45

Tax Treatment of Indemnity Payments. All The parties hereby agree that any and all payments made pursuant to any indemnification obligations under this AgreementAgreement shall, will to the maximum extent permitted by applicable Law, be treated for all Tax purposes as adjustments an adjustment to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable LawsPrice.

Tax Treatment of Indemnity Payments. All Each of the parties agrees to treat any payments made in respect of Direct Claims pursuant to this Article XII, under any indemnification obligations under other indemnity provision in this Agreement, will be treated Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the Purchase Price for Tax purposes all federal and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Lawsstate income tax purposes.

Tax Treatment of Indemnity Payments. All indemnification payments made pursuant to any indemnification obligations under this Agreement, will Agreement shall be treated by the Parties as adjustments an adjustment to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreementpurposes, unless otherwise required by applicable LawsApplicable Law.

Tax Treatment of Indemnity Payments. All For all Tax purposes, the parties agree to treat indemnity payments made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required Aggregate Consideration Amount to the extent permitted by applicable LawsLaw.

Tax Treatment of Indemnity Payments. All payments The Parties shall treat any indemnification payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Lawspurposes.

Tax Treatment of Indemnity Payments. All For all Tax purposes, the parties agree to treat indemnity payments made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required to the extent permitted by applicable LawsTax Law.

Tax Treatment of Indemnity Payments. All The Parties agree to treat any indemnification payments made to Buyer pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the final Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this AgreementPrice, unless otherwise required by applicable Laws.Law. 43

Tax Treatment of Indemnity Payments. All payments The Parties agree to treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for all Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless except to the extent otherwise required by applicable Lawspursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state or local Law).

Tax Treatment of Indemnity Payments. All payments The Parties agree to, unless otherwise prohibited by Law, (i) treat any indemnity payment made pursuant to any indemnification obligations under this Agreement, will be treated Agreement as adjustments an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes purposes, and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Laws(ii) file all Tax Returns accordingly.