Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 4 contracts
Samples: Stock Purchase Agreement (AerCap Holdings N.V.), Stock Purchase Agreement (Inter-Atlantic Financial, Inc.), Asset Purchase Agreement (Phillips Van Heusen Corp /De/)
Tax Treatment of Indemnity Payments. It is the intention of the parties The Parties agree to treat any indemnity payment made under pursuant to this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign income Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Encore Capital Group Inc), Securities Purchase Agreement (Encore Capital Group Inc), Securities Purchase Agreement (Pioneer Drilling Co)
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign non-United States Tax purposes, and the parties agree to file their Tax Returns accordingly, except as otherwise required by applicable Law or a final determination.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (IASIS Healthcare LLC), Purchase and Sale Agreement (Hcp, Inc.), Purchase and Sale Agreement (Emeritus Corp\wa\)
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price purchase price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 3 contracts
Samples: Merger Agreement (BioScrip, Inc.), Merger Agreement (Enterprise Acquisition Corp.), Stock Purchase Agreement (MBF Healthcare Acquisition Corp.)
Tax Treatment of Indemnity Payments. It To the maximum extent permitted by law, it is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordinglyconsistently with such characterization.
Appears in 3 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Progress Software Corp /Ma), Securities Purchase Agreement (Landauer Inc)
Tax Treatment of Indemnity Payments. It To the maximum extent permitted by law, it is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price purchase price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Xspand Products Lab, Inc.), Securities Purchase Agreement (Henry Jack & Associates Inc)
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat hereto that any indemnity payment made under this Agreement Section 11.1 or 11.5 shall be treated as an adjustment to the Purchase Price for all federal, state, provincial, local and foreign Tax purposes, income tax purposes and the parties agree to file their Tax Returns accordingly.
Appears in 2 contracts
Samples: Merger Agreement (Core Mark International Inc), Merger Agreement (Fleming Companies Inc /Ok/)
Tax Treatment of Indemnity Payments. It is the intention of the parties hereto to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly, except as otherwise required by a change in applicable Tax Laws or a final determination.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Wausau Paper Corp.)
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price consideration described in Sections 1.1 and 1.2(a) for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly, to the extent permitted by applicable law.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Remington Arms Co Inc/), Stock Purchase Agreement (Freedom Group, Inc.)
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, provincial local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly, except as otherwise required by a change in applicable law or a final determination.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Amaya Inc.), Stock Purchase Agreement (AP Gaming Holdco, Inc.)
Tax Treatment of Indemnity Payments. It is the intention of the parties Parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price Total Consideration for all federal, state, local and foreign Tax purposes, and the parties Parties agree to file their Tax Returns accordingly.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Remington Arms Co Inc/), Stock Purchase Agreement (Freedom Group, Inc.)
Tax Treatment of Indemnity Payments. It is the intention of the parties Parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes, and the parties Parties agree to file their Tax Returns accordingly, except as otherwise required by applicable Tax Law.
Appears in 2 contracts
Samples: Share Purchase Agreement (Hemisphere Media Group, Inc.), Membership Interest Purchase Agreement (Hemisphere Media Group, Inc.)
Tax Treatment of Indemnity Payments. It To the maximum extent permitted by law, it is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Neogenomics Inc), Securities Purchase Agreement (Pernix Therapeutics Holdings, Inc.)
Tax Treatment of Indemnity Payments. It To the maximum extent permitted by law, it is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price purchase price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Esterline Technologies Corp)
Tax Treatment of Indemnity Payments. It is the intention of the parties hereto to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly., except as otherwise required by a change in applicable Tax Laws or a final determination
Appears in 1 contract
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, provincial, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It is the intention of the parties hereto to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price consideration payable pursuant to Article III for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly, except as otherwise required by a change in applicable Tax Laws or a final determination.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It To the maximum extent permitted by law, it is the intention of the parties Parties to treat any indemnity payment made under this Agreement as an adjustment to the Total Purchase Price for all federal, state, local and foreign Tax purposes, and the parties Parties agree to file their Tax Returns accordingly.. ARTICLE 8
Appears in 1 contract
Samples: Equity Purchase Agreement
Tax Treatment of Indemnity Payments. It To the maximum extent permitted by law, it is the intention of the parties Parties to treat any indemnity payment made under this Agreement as an adjustment to the Total Purchase Price for all federal, state, local and foreign Tax purposes, and the parties Parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as a direct or indirect contribution, as an adjustment to a direct or indirect contribution or as an adjustment to purchase price or other consideration, as the Purchase Price case may be, for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordinglyaccordingly and not take any inconsistent position.
Appears in 1 contract
Samples: Omnibus Agreement (Henry Schein Inc)
Tax Treatment of Indemnity Payments. It is the intention of the parties Parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, local federal and foreign state Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Retrophin, Inc.)
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price consideration paid for the Transferred Units for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It To the maximum extent permitted by Law, it is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the applicable Purchase Price for all federal, state, local and foreign Tax purposes, and the related parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It is the intention of the parties The Parties agree to treat any indemnity payment made under by Seller pursuant to this Agreement (whether paid directly by Seller) as an adjustment to the Purchase Price for all federal, state, local and or foreign income Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It To the maximum extent permitted by law, it is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price Merger Consideration for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It To the extent permitted, it is the intention of the parties to treat any indemnity payment payments made under this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes, purposes and the parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Interstate Hotels & Resorts Inc)
Tax Treatment of Indemnity Payments. It To the maximum extent permitted by law, it is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price purchase price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly. Consistent with the foregoing, the parties agree that no indemnification to be provided or payments to be made under this Article VII shall be calculated or determined on an after-Tax basis.
Appears in 1 contract
Samples: Securities Purchase Agreement (TreeHouse Foods, Inc.)
Tax Treatment of Indemnity Payments. It To the maximum extent permitted by law, it is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns tax returns accordingly.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price Merger Consideration for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Samples: Merger Agreement (United Benefits & Pension Services, Inc.)
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price purchase price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly, except as otherwise required by a change in applicable law or a final determination.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It To the maximum extent permitted by Law, it is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price Merger Consideration for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Samples: Merger Agreement (Intermec, Inc.)
Tax Treatment of Indemnity Payments. It is the intention of the parties hereto to treat any indemnity payment made under Section 8.2 or Article XI of this Agreement as an adjustment to the Xxxxx Purchase Price or the GPS Purchase Price, as applicable, for all federal, state, local and foreign Tax purposes, and the parties agree to shall file their Tax Returns accordingly, except as otherwise required by a change in applicable Tax Laws or a final “determination” within the meaning of Section 1313(a) of the Code.
Appears in 1 contract
Samples: Equity Purchase Agreement (Caseys General Stores Inc)
Tax Treatment of Indemnity Payments. It To the maximum extent permitted by law, it is the intention of the parties Parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes, and the parties Parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It is the intention of the parties Parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price Price, as applicable, for all federal, state, local and foreign Tax purposes, and the parties agree to Parties shall file their Tax Returns accordingly.
Appears in 1 contract
Samples: Purchase Agreement (Fifth & Pacific Companies, Inc.)
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, provincial, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement (including any payment made pursuant to the last sentence of Section 5.7 hereof) as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It is the intention of the parties Parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes, and the parties Parties agree to file their Tax Returns accordingly, except as otherwise required by a change in applicable Tax Law or a final “determination” within the meaning of Section 1313(a) of the Code.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hemisphere Media Group, Inc.)
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all U.S. federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordinglyaccordingly to the extent permitted by applicable Law.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Final Purchase Price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Samples: Stock Purchase Agreement (Danka Business Systems PLC)
Tax Treatment of Indemnity Payments. It is the intention of the parties hereto to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly, except as otherwise required by applicable Tax Laws or a final determination by a Tax Authority.
Appears in 1 contract
Samples: Share Purchase Agreement (Michael Kors Holdings LTD)
Tax Treatment of Indemnity Payments. It is the intention of the parties The Parties agree to treat any indemnity payment made under pursuant to this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes, and the parties Parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Samples: Stock Purchase Agreement (Elite Education Group International LTD)
Tax Treatment of Indemnity Payments. It is the intention of the parties to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price purchase price for all federal, state, state and local and foreign Tax purposes, and the parties agree to file their Tax Returns accordinglyaccordingly (unless otherwise required by a change in applicable Tax law or a good faith resolution of a contest).
Appears in 1 contract
Tax Treatment of Indemnity Payments. It is the intention of the parties The Parties agree to treat any indemnity payment made under pursuant to this Agreement as an adjustment to the Purchase Price Aggregate Cash Consideration for all federal, state, local and foreign income Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It is the intention of the The parties hereto agree to treat any indemnity payment made under pursuant to this Agreement as an adjustment to the Purchase Price for all federal, state, local and foreign income Tax purposes, and the parties agree to file their Tax Returns accordingly.
Appears in 1 contract
Tax Treatment of Indemnity Payments. It is the intention of the parties hereto to treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price Merger Consideration payable pursuant to Article III for all federal, state, local and foreign Tax purposes, and the parties agree to file their Tax Returns accordingly, except as otherwise required by a change in applicable Tax Laws or a final determination.
Appears in 1 contract
Samples: Merger Agreement (Vocus, Inc.)