Tax Treatment of Payments. Purchaser, Seller and their respective Affiliates shall treat any and all payments under this Article IX or Article XII as an adjustment to the Purchase Price for Tax purposes, unless they are required to treat such payments otherwise by applicable Tax Laws.
Appears in 3 contracts
Samples: Purchase and Assumption Agreement (Pacwest Bancorp), Purchase and Assumption Agreement (Flagstar Bancorp Inc), Purchase and Assumption Agreement (Flagstar Bancorp Inc)
Tax Treatment of Payments. Purchaser, Seller The Sellers and Purchaser and their respective Affiliates shall will treat any and all payments under this Article IX or this Article XII X as an adjustment to the Purchase Price for Tax purposes, purposes unless they are required to treat such payments otherwise by applicable Tax Lawslaws.
Appears in 3 contracts
Samples: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Stanley Black & Decker, Inc.), Stock and Asset Purchase Agreement (Newell Brands Inc)
Tax Treatment of Payments. PurchaserExcept to the extent otherwise required by Applicable Law, Seller and their respective Affiliates Buyer shall treat any and all payments under this Article IX or XII, Section 2.05, and Article XII XI as an adjustment to the Purchase Price purchase price for Tax purposes, unless they are required to treat such payments otherwise by applicable Tax Laws.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Microsemi Corp), Stock Purchase Agreement (Mercury Systems Inc)
Tax Treatment of Payments. PurchaserExcept to the extent otherwise required by Law, Seller and their respective Affiliates Buyer shall treat any payment under Section 2.5 and all payments under this Article IX or Article XII VI as an adjustment to the Purchase Price for Tax purposes, unless they are required to treat such payments otherwise by applicable Tax Laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Cerecor Inc.)
Tax Treatment of Payments. Purchaser, the Seller Entities and their respective Affiliates shall treat any and all payments under this Article IX X or Article XII XIII as an adjustment to the Purchase Price consideration, for Tax purposes, purposes unless they are required to treat such payments otherwise by applicable Tax Lawslaws.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (First Niagara Financial Group Inc), Purchase and Assumption Agreement (First Niagara Financial Group Inc)
Tax Treatment of Payments. Except as otherwise required by applicable Law, Seller, Purchaser, Seller the Purchased Entities and their respective Subsidiaries and their respective Affiliates shall treat any and all payments under this Article VI, Section 2.9, and Article IX or Article XII as an adjustment to the Purchase Price purchase price for Tax purposes, unless they are required to treat such payments otherwise by applicable Tax Laws.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (GCP Applied Technologies Inc.), Stock and Asset Purchase Agreement (GCP Applied Technologies Inc.)
Tax Treatment of Payments. PurchaserExcept as otherwise required by applicable Law, Seller Sellers, Buyer, the Purchased Companies and their respective Subsidiaries and their respective Affiliates shall treat any and all payments under this Article VI, Section 2.9, and Article IX or Article XII as an adjustment to the Purchase Price for Tax purposes, unless they are required to treat such payments otherwise by applicable Tax Laws.
Appears in 2 contracts
Samples: Purchase Agreement (Hd Supply, Inc.), Purchase Agreement (Anixter International Inc)
Tax Treatment of Payments. PurchaserThe Seller, Seller the Buyer, the Business Subsidiaries and their respective Affiliates shall treat any and all payments under this Article IX VII or Section 2.04 or Article XII IX as an adjustment to the Purchase Price for Tax purposes, purposes unless they are required to treat such payments otherwise by applicable Tax Laws.
Appears in 1 contract
Samples: Share Purchase Agreement (Synchronoss Technologies Inc)
Tax Treatment of Payments. PurchaserSeller, Seller Purchaser and their respective Affiliates the Transferred Entities shall treat any and all payments under Section 2.3, Section 2.8, Section 6.1(e), Section 6.1(f), this Article IX VII or Article XII X as an adjustment to the Purchase Price for Tax purposes, purposes unless they are required to treat such payments otherwise by applicable Tax Lawslaws.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Municipal Mortgage & Equity LLC)
Tax Treatment of Payments. Purchaser, Seller and their respective its Affiliates shall treat any and all payments under this Article IX X or Article XII XIII as an adjustment to the Purchase Price consideration, for Tax purposes, purposes unless they are required to treat such payments otherwise by applicable Tax Lawslaws.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Financial Institutions Inc)
Tax Treatment of Payments. Purchaser, Seller and Purchaser and their respective Affiliates shall will treat any and all payments under ARTICLE X or this Article IX or Article XII ARTICLE XI as an adjustment to the Purchase Price for Tax purposes, purposes unless they are required to treat such payments otherwise by applicable Tax Lawslaws.
Appears in 1 contract
Tax Treatment of Payments. Seller, Purchaser, Seller the Company and their respective Affiliates shall treat any and all payments under this Article IX or Article XII VIII as an adjustment to the Purchase Price for Tax purposes, purposes unless they are required to treat such payments otherwise by applicable Tax Laws.
Appears in 1 contract
Tax Treatment of Payments. Purchaser, Seller and their respective Affiliates shall treat any and all payments under this Article IX or Article XII as an adjustment to the Purchase Price for Tax purposes, unless they are required purposes to treat such payments otherwise the extent permitted by applicable Tax LawsApplicable Law.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Banc of California, Inc.)
Tax Treatment of Payments. PurchaserSeller, Seller Purchaser and the Company and their respective Affiliates shall treat any and all payments under this Article IX X or Article XII IX as an adjustment to the Purchase Price for Tax purposes, purposes or as a contribution to capital unless they are required to treat such payments payment otherwise by applicable Tax Laws.
Appears in 1 contract
Tax Treatment of Payments. PurchaserThe Seller, Seller Buyer and their respective Affiliates shall treat any and all payments under this Article IX or Article XII as an adjustment to the Purchase Price for Tax purposes, purposes unless they are required to treat such payments otherwise by applicable Tax Lawslaws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Banc of California, Inc.)
Tax Treatment of Payments. Purchaser, Seller and their respective Affiliates shall treat any and all payments under this Article IX X or Article XII XIII as an adjustment to the Purchase Price consideration, for Tax purposes, purposes unless they are required to treat such payments otherwise by applicable Tax Lawslaws.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Community Bank System Inc)
Tax Treatment of Payments. Purchaser, Seller and Purchaser and their respective Affiliates shall treat any and all payments under this Article IX X or Article XII XIII as an adjustment to the Purchase Price consideration for Tax purposes, purposes unless they are required to treat such payments otherwise by applicable Tax Lawslaws.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Northwest Bancshares, Inc.)
Tax Treatment of Payments. Seller, Purchaser, Seller the Transferred Entities and their respective Affiliates shall treat any and all payments under Section 2.4, Section 2.5, this Article IX VII or Article XII X as an adjustment to the Purchase Price purchase price for Tax purposes, purposes unless they are required to treat such payments otherwise by applicable Tax Lawslaws.
Appears in 1 contract
Tax Treatment of Payments. Except to the extent otherwise required by applicable Law, Seller, Purchaser, Seller the Purchased Entities and their respective Affiliates shall treat any and all payments under this Section 2.9 and Article IX or Article XII as an adjustment to the Purchase Price for Tax purposes, unless they are required to treat such payments otherwise by applicable Tax Laws.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (PERRIGO Co PLC)
Tax Treatment of Payments. Seller, Purchaser, Seller the Company and their respective Affiliates shall treat any and all payments under this Article IX or Article XII as an adjustment to the Purchase Price for Tax purposes, purposes unless they are required to treat such payments otherwise by applicable Tax Lawslaws.
Appears in 1 contract
