Common use of Tax Treatment of Indemnity Payments Clause in Contracts

Tax Treatment of Indemnity Payments. The Seller Parties and the Buyer agree to treat any indemnity payment made pursuant to this Article IX as an adjustment to the Purchase Consideration for federal, state, local and foreign Income Tax purposes, unless otherwise required by Law.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.)

AutoNDA by SimpleDocs

Tax Treatment of Indemnity Payments. The Seller Parties and the Buyer Acquiror Parties agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income all Tax purposes, unless otherwise required by Law.

Appears in 3 contracts

Samples: Purchase Agreement (USA Compression Holdings, LLC), Purchase Agreement (Energy Transfer Equity, L.P.), Purchase Agreement (Energy Transfer Partners, L.P.)

Tax Treatment of Indemnity Payments. The Seller Parties Partnership and the Buyer Purchasers agree to treat any indemnity payment made pursuant to this Article IX VII as an adjustment to the Total Purchase Consideration Price for federal, state, local and foreign Income all Tax purposes, unless otherwise required by Law.

Appears in 2 contracts

Samples: Subscription Agreement (Williams Companies Inc), Subscription Agreement (Access Midstream Partners Lp)

Tax Treatment of Indemnity Payments. The Seller Selling Parties and the Buyer agree to treat any indemnity payment made pursuant to this Article IX as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income all Tax purposes, unless otherwise required by Law.

Appears in 2 contracts

Samples: Purchase Agreement (PostRock Energy Corp), Purchase Agreement (Constellation Energy Group Inc)

Tax Treatment of Indemnity Payments. The Except as otherwise required by applicable law, the Seller Parties and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income Tax income tax purposes, unless otherwise required by Law.

Appears in 2 contracts

Samples: Stock Purchase Agreement (First Aviation Services Inc), Stock Purchase Agreement (First Aviation Services Inc)

Tax Treatment of Indemnity Payments. The Seller Parties Sellers and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income Tax all income tax purposes, unless otherwise required by Law.

Appears in 2 contracts

Samples: Master Transaction Agreement (Avatar Holdings Inc), Master Transaction Agreement (Avatar Holdings Inc)

Tax Treatment of Indemnity Payments. The To the extent permitted by Law, Buyer and Seller Parties and the Buyer agree to treat any indemnity payment made pursuant to under this Article IX as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income all Tax purposes, unless otherwise required by Law.

Appears in 2 contracts

Samples: Transaction Agreement, Transaction Agreement (Starbucks Corp)

Tax Treatment of Indemnity Payments. The Seller Selling Parties and the Buyer agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income all Tax purposes, unless otherwise required by Law.

Appears in 2 contracts

Samples: Purchase Agreement (Constellation Energy Group Inc), Purchase Agreement (PostRock Energy Corp)

Tax Treatment of Indemnity Payments. The Seller Parties Seller, the Shareholder and the Buyer agree to treat any indemnity payment made pursuant to this Article IX as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income all Tax purposes, unless except to the extent otherwise required by applicable Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (PMFG, Inc.)

Tax Treatment of Indemnity Payments. The Seller Parties Sellers and the Buyer agree to treat any indemnity payment made pursuant to this Article IX VII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income all applicable Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ufp Technologies Inc)

Tax Treatment of Indemnity Payments. The Seller Parties Sellers and the Buyer agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income income Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Familymeds Group, Inc.)

Tax Treatment of Indemnity Payments. The Seller Parties Sellers and the Buyer Purchasers agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration consideration for the Purchased Assets for federal, state, local and foreign Income Tax income tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (ATRM Holdings, Inc.)

Tax Treatment of Indemnity Payments. The Seller Parties Except to the extent otherwise required under Applicable Law, the Sellers and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX ARTICLE VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income Tax all applicable tax purposes, unless otherwise required by Lawincluding for U.S. federal income tax and for state tax purposes.

Appears in 1 contract

Samples: Asset Purchase Agreement (Corinthian Colleges Inc)

Tax Treatment of Indemnity Payments. The Seller Parties Sellers and the Buyer Purchasers agree to treat any indemnity payment made pursuant to this Article IX as an adjustment to the Net Purchase Consideration Price as adjusted under Section 3.3 for federal, state, local and foreign Income all Tax purposes, purposes unless otherwise required by applicable Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nii Holdings Inc)

Tax Treatment of Indemnity Payments. The To the extent permitted by Applicable Law, the Seller Parties and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX as an adjustment to the Purchase Consideration Price for U.S. federal, state, local and foreign Income Tax income tax purposes, unless otherwise required by Law.. 62

Appears in 1 contract

Samples: Stock Purchase Agreement (Titanium Asset Management Corp)

Tax Treatment of Indemnity Payments. The Seller Parties To the extent permitted by Law, Shareholder and the Buyer Purchasers agree to treat any indemnity payment made pursuant to this Article IX as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income all Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (KMG Chemicals Inc)

Tax Treatment of Indemnity Payments. The Seller Parties Sellers and the Buyer agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income Tax income tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Vail Resorts Inc)

Tax Treatment of Indemnity Payments. The Seller Parties and the Buyer agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, and local and foreign Income Tax purposes, unless otherwise required income tax purposes to the extent permitted by applicable Law.

Appears in 1 contract

Samples: Securities Purchase Agreement (QC Holdings, Inc.)

Tax Treatment of Indemnity Payments. The Seller Parties and the Buyer Parties agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income all Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Purchase Agreement (Chesapeake Energy Corp)

Tax Treatment of Indemnity Payments. The Seller Parties and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income all income Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cardtronics Inc)

Tax Treatment of Indemnity Payments. The To the extent permitted by Applicable Law, the Seller Parties and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX as an adjustment to the Purchase Consideration Price for U.S. federal, state, local and foreign Income Tax income tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Titanium Asset Management Corp)

Tax Treatment of Indemnity Payments. The Unless otherwise required by applicable Law, Seller Parties and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income Tax income tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Abacus Life, Inc.)

AutoNDA by SimpleDocs

Tax Treatment of Indemnity Payments. The Except to the extent otherwise required under Applicable Law, Seller Parties and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income Tax all applicable tax purposes, unless otherwise required by Lawincluding for U.S. federal income tax and for state tax purposes.

Appears in 1 contract

Samples: Asset Purchase Agreement (Qlogic Corp)

Tax Treatment of Indemnity Payments. The Seller Parties Sellers and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income Tax income tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Interest Purchase Agreement (WPCS International Inc)

Tax Treatment of Indemnity Payments. The Seller Parties Sellers and the Buyer Purchaser agree to treat any indemnity payment payments made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local all Tax purposes and foreign Income shall be treated as such by the Purchasers and Sellers on their Tax purposes, unless otherwise required Returns to the greatest extent permitted by Lawapplicable Laws.

Appears in 1 contract

Samples: Share Purchase Agreement (Immuneering Corp)

Tax Treatment of Indemnity Payments. The Seller Parties and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income all Tax purposes. If, unless otherwise notwithstanding the treatment required by Lawthe preceding sentence, any indemnification payment under Article IX (including this Section 9.5) is determined by an applicable Taxing Authority to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lighting Science Group Corp)

Tax Treatment of Indemnity Payments. The Seller Parties Selling Stockholders and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income Tax all income tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Deep Down, Inc.)

Tax Treatment of Indemnity Payments. The Seller Parties Sellers and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income all Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Partnership Interest Purchase Agreement (America First Multifamily Investors, L.P.)

Tax Treatment of Indemnity Payments. The Seller Parties Sellers and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration purchase price for federal, state, local and foreign Income income Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Goodman Networks Inc)

Tax Treatment of Indemnity Payments. The Seller Parties and the Buyer agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income all Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Purchase Agreement (Chesapeake Energy Corp)

Tax Treatment of Indemnity Payments. The Seller Parties Shareholders and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income Tax income tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mace Security International Inc)

Tax Treatment of Indemnity Payments. The Each Seller, the Seller Parties Owner and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income all Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aditxt, Inc.)

Tax Treatment of Indemnity Payments. The Seller Parties and the Buyer agree to treat any indemnity indemnification payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federalall income tax purposes. If, state, local and foreign Income Tax purposes, unless otherwise notwithstanding the treatment required by Lawthe preceding sentence, any indemnification payment under Article VIII (including this Section 8.6) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment, subject to the other limitations of this Article VIII.

Appears in 1 contract

Samples: Share Purchase Agreement (Laboratory Corp of America Holdings)

Tax Treatment of Indemnity Payments. The Seller Parties and the Buyer agree to treat any indemnity payment made pursuant to this Article IX VIII as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income income Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Graymark Healthcare, Inc.)

Tax Treatment of Indemnity Payments. The Seller Parties Unless otherwise required by applicable Law, Sellers and the Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article ‎Article IX as an adjustment to the Purchase Consideration Price for federal, state, local and foreign Income non-U.S. income Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Glatfelter P H Co)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!