Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to treat any payments made pursuant to this Article VIII as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.
Appears in 5 contracts
Samples: Purchase Agreement (Noble Energy Inc), Gp Purchase Agreement, Gp Purchase Agreement (CrossAmerica Partners LP)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties hereto and each Indemnified Party and Indemnitor agree to treat any payments indemnity payment made pursuant to this Article VIII IX as adjustments an adjustment to the Purchase Price for all federal federal, state, local and state foreign income and franchise Tax purposespurposes unless a contrary treatment is required under applicable Law.
Appears in 5 contracts
Samples: Unit Purchase Agreement, Unit Purchase Agreement (Graham Holdings Co), Unit Purchase Agreement (McClatchy Co)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to treat any payments made pursuant to this Article VIII IX as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement (Denbury Resources Inc), Purchase Agreement (Vanguard Natural Resources, LLC)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to treat any payments made pursuant to this Article VIII VII as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.
Appears in 3 contracts
Samples: Purchase Agreement (CNX Resources Corp), Idr Purchase Agreement (CrossAmerica Partners LP), Idr Purchase Agreement (CST Brands, Inc.)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments indemnity payment made pursuant to this Article VIII as adjustments an adjustment to the Purchase Price purchase price for all federal federal, state, local and state foreign income and franchise Tax purposes, except as otherwise required by applicable Law.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (CEB Inc.), Unit Purchase Agreement (Radian Group Inc)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments indemnity payment made pursuant to this Article VIII as adjustments an adjustment to the Purchase Price Consideration for all federal U.S. federal, state, local and state income and franchise non-U.S. Tax purposes, except to the extent required by applicable Law following a Final Determination.
Appears in 3 contracts
Samples: Contribution Agreement (TerraForm Power, Inc.), Contribution Agreement (TerraForm Power, Inc.), Contribution Agreement
Tax Treatment of Indemnity Payments. Each Party, to of the extent permitted by applicable Law, parties agrees to treat any payments made pursuant to this Article VIII XII, under any other indemnity provision in this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the Purchase Price for all federal and state income and franchise Tax tax purposes.
Appears in 3 contracts
Samples: Purchase Agreement (Bionova International Inc), Purchase Agreement (Bionova Holding Corp), Purchase Agreement (Bionova Holding Corp)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The parties agree to treat any payments indemnity payment made pursuant to this Article VIII as adjustments an adjustment to the Purchase Price for all federal federal, state, local and state foreign income and franchise Tax tax purposes.
Appears in 2 contracts
Samples: Securities Support Agreement (Counsel Corp), Securities Support Agreement (I Link Inc)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted Except as required by applicable Lawlaw, agrees to the Parties shall treat any payments made indemnification payment or amount paid pursuant to this Article VIII XIV as adjustments an adjustment to the Purchase Price for all federal and applicable state and local income and franchise Tax purposes.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Energy XXI LTD), Purchase and Sale Agreement (CorEnergy Infrastructure Trust, Inc.)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to treat any payments made pursuant to this Article VIII as adjustments to the Initial Purchase Price, the Secondary Purchase Price or both, as applicable, in each case for all federal and state income and franchise Tax purposes.
Appears in 2 contracts
Samples: Partially Conditional Purchase Agreement, Partially Conditional Purchase Agreement (Arc Logistics Partners LP)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments indemnity payment made pursuant to this Article VIII as adjustments an adjustment to the Purchase Price purchase price for all federal federal, state, local and state foreign income and franchise Tax tax purposes.
Appears in 1 contract
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any indemnity payments made pursuant to this Article VIII V as adjustments an adjustment to the Purchase Price for all federal and state income and franchise Tax purposes.
Appears in 1 contract
Samples: Asset Purchase Agreement (Endurance International Group Holdings, Inc.)
Tax Treatment of Indemnity Payments. Each Partyparty, to the extent permitted by applicable Lawlaw, agrees to treat any payments made pursuant to this Article VIII IX as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.
Appears in 1 contract
Samples: Purchase Agreement (BreitBurn Energy Partners L.P.)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments indemnity payment made pursuant to this Article ARTICLE VIII or Section 6.4 as adjustments an adjustment to the Purchase Price purchase price for all federal federal, state, local and state foreign income and franchise Tax purposes.
Appears in 1 contract
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties hereto agree to treat any payments indemnity payment made pursuant to this Article VIII VII as adjustments an adjustment to the Final Purchase Price for all federal and state income and franchise applicable Tax purposes, except to the extent required by applicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nn Inc)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Lawlaw, agrees to treat any payments made pursuant to this Article VIII 8 as adjustments to the Purchase Price consideration payable for the Interests for all federal and state income and franchise Tax purposes.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Lufkin Industries Inc)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments made pursuant to this Article VIII III and Sections 2.01(a) and 2.06 as adjustments an adjustment to the Purchase Price for all federal and state income and franchise applicable Tax purposes, except as otherwise required by applicable Law or pursuant to a Final Determination.
Appears in 1 contract
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to The Parties shall treat any payments made indemnification payment or amount paid pursuant to this Article VIII IX as adjustments an adjustment to the Purchase Price for all U.S. federal and applicable state and local income and franchise Tax purposespurposes unless otherwise required by applicable Legal Requirements.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Frank's International N.V.)
Tax Treatment of Indemnity Payments. Each PartyThe Parties agree to treat any indemnity payment made pursuant to this ARTICLE VII as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes to the extent permitted by applicable Applicable Law, agrees to treat any payments made pursuant to this Article VIII as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.
Appears in 1 contract
Samples: Purchase and Sale Agreement (VEREIT Operating Partnership, L.P.)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to treat any payments made pursuant to this Article VIII VI as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.
Appears in 1 contract
Tax Treatment of Indemnity Payments. Each Partyparty, to the extent permitted by applicable Lawlaw, agrees to treat any payments made pursuant to this Article VIII IX as adjustments to the Purchase Price for all federal and state income and franchise Tax tax purposes.
Appears in 1 contract
Samples: Purchase Agreement (BreitBurn Energy Partners L.P.)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any indemnity payments made pursuant to this Article VIII V or otherwise pursuant to this Agreement as adjustments an adjustment to the Purchase Price for all federal and state income and franchise Tax purposes.
Appears in 1 contract
Samples: Asset Purchase Agreement (Martin Midstream Partners Lp)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The parties agree to treat any payments indemnity payment made pursuant to this Article VIII as adjustments an adjustment to the Purchase Price consideration paid under this Agreement for all federal and state income and franchise Tax purposes.
Appears in 1 contract
Samples: Merger Agreement (Vantiv, Inc.)
Tax Treatment of Indemnity Payments. Each Partyparty, to the extent permitted by applicable Lawlaw, agrees to treat any payments made pursuant to this Article VIII 7 as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.. ARTICLE 8
Appears in 1 contract
Samples: Stock Purchase Agreement (Basic Energy Services Inc)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties hereto agree to treat any all payments made pursuant to this Article ARTICLE VIII as adjustments to the Purchase Price for all federal Tax purposes and state income and franchise Tax purposesthat such treatment shall govern for purposes hereof, except to the extent inconsistent with the laws of a particular jurisdiction.
Appears in 1 contract
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments indemnity payment made pursuant to this Article VIII IX as adjustments an adjustment to the Purchase Price for all U.S. federal and state income and franchise Tax purposes.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (AppTech Payments Corp.)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments indemnity payment made pursuant to this Article VIII ARTICLE VII as adjustments an adjustment to the Purchase Price for all federal and state income and franchise Tax tax purposes.
Appears in 1 contract
Samples: Asset Purchase Agreement (Quanex Building Products CORP)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The parties hereto agree to treat any payments indemnity payment made pursuant to this Article VIII VII as adjustments an adjustment to the Final Purchase Price for all federal and state income and franchise applicable Tax purposes, except to the extent required by applicable Law.
Appears in 1 contract
Samples: Purchase Agreement (Nn Inc)
Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to The Parties shall treat any payments made pursuant to this Article VIII IX as adjustments to the Purchase Price for all federal and state income and franchise Tax purposespurposes as appropriate or required under law.
Appears in 1 contract
Samples: Securities Purchase Agreement (GreenHunter Energy, Inc.)