Treatment of Indemnification Payments. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Final Purchase Price, unless otherwise required by applicable Law.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Arlo Technologies, Inc.), Stock and Asset Purchase Agreement (Pitney Bowes Inc /De/), Stock Purchase Agreement (SMART Global Holdings, Inc.)
Treatment of Indemnification Payments. The parties Parties agree that any indemnification payments payment made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Final Purchase Price, unless otherwise required by applicable Law.
Appears in 3 contracts
Samples: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Eastman Kodak Co), Stock and Asset Purchase Agreement (Commercial Metals Co)
Treatment of Indemnification Payments. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Final Cash Purchase Price, unless otherwise required by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (U.S. Silica Holdings, Inc.), Membership Unit Purchase Agreement (U.S. Silica Holdings, Inc.)
Treatment of Indemnification Payments. The parties agree that any indemnification payments Any payment made pursuant to the indemnification obligations arising under this Agreement shall be treated for Tax purposes as an adjustment to the Final Purchase Price, unless otherwise required by applicable LawPrice for Tax purposes.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Buckeye Partners, L.P.), Purchase and Sale Agreement
Treatment of Indemnification Payments. The parties agree that for all Tax purposes, to the extent permitted by applicable Law, any indemnification payments made amounts paid pursuant to this Agreement shall be treated for Tax purposes as an adjustment adjustments to the Final Purchase Price, unless otherwise required by applicable Law.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Devry Inc), Asset Purchase Agreement (Devry Inc)
Treatment of Indemnification Payments. The parties agree that any All indemnification and similar payments made pursuant to this Agreement shall be treated for Tax tax purposes as an adjustment to the Final Purchase Price, unless otherwise required by to the extent permissible under applicable Tax Law.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Flowers Foods Inc), Stock Purchase Agreement (Flowers Foods Inc)
Treatment of Indemnification Payments. The parties agree that any indemnification payments Any payment made pursuant to the indemnification obligations arising under this Agreement shall be treated for Tax purposes as an adjustment to the Final Purchase Price, unless otherwise required by applicable Price for Tax purposes to the maximum extent allowed under Applicable Law. Each Party shall prepare and file Tax returns consistent with the treatment described in the foregoing sentence.
Appears in 2 contracts
Samples: Share Purchase Agreement (Gold Fields LTD), Share Purchase Agreement (Galiano Gold Inc.)
Treatment of Indemnification Payments. The parties agree that any All indemnification payments made pursuant to under this Agreement shall be treated for Tax purposes by the Parties as an adjustment to the Final Purchase PriceEquityholder Consideration for Tax purposes, unless otherwise required by applicable Law, and the parties agree to file their Tax Returns consistently with such characterization.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Datawatch Corp)
Treatment of Indemnification Payments. The parties Parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Final Purchase Price, unless otherwise required by applicable Law.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Opko Health, Inc.), Membership Interest and Stock Purchase Agreement (SOC Telemed, Inc.)
Treatment of Indemnification Payments. The parties Parties hereto hereby agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax tax purposes as an adjustment adjustments to the Final Purchase Price, Price unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Purchase Agreement (Macquarie Infrastructure CO LLC)
Treatment of Indemnification Payments. The parties hereto hereby agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax tax purposes as an adjustment adjustments to the Final Purchase Price, unless otherwise required by applicable Lawlaw.
Appears in 1 contract
Treatment of Indemnification Payments. The parties agree that any To the extent allowed by Law, all indemnification payments made pursuant to under this Agreement shall be treated by the parties for Tax purposes as an adjustment to the Final Purchase Price, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (NCI, Inc.)
Treatment of Indemnification Payments. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Final Purchase PriceMerger Consideration, unless otherwise required by applicable Law.
Appears in 1 contract
Treatment of Indemnification Payments. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax all purposes as to be an adjustment to the Final Purchase Pricepurchase price paid hereunder, unless except as otherwise required by applicable Requirements of Law.
Appears in 1 contract
Samples: Contribution Agreement (Coty Inc.)
Treatment of Indemnification Payments. The parties agree that ------------------------------------------- any indemnification payments made pursuant to this Agreement shall be treated for Tax tax purposes as an adjustment to the Final Purchase Price, unless otherwise required by applicable Lawlaw.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (New World Pasta Co)
Treatment of Indemnification Payments. The parties agree that any Unless otherwise required by applicable Law, all indemnification payments made pursuant to under this Agreement shall be treated for Tax purposes by the Parties as an adjustment to the Final Purchase Price. For the avoidance of doubt, unless otherwise required by applicable Law.proper adjustments shall be made to the Final Allocation with respect to any indemnification payments pursuant to this Article V.
Appears in 1 contract
Samples: Asset Purchase Agreement (Panacos Pharmaceuticals, Inc.)
Treatment of Indemnification Payments. The parties agree that any Any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Final Purchase Price, unless otherwise required by applicable Law.
Appears in 1 contract
Treatment of Indemnification Payments. The parties agree that any indemnification payments Any payment made pursuant to the indemnification obligations arising under this Agreement shall be treated for Tax purposes as an adjustment to the Final Purchase Price, unless otherwise required Price for Tax purposes to the extent permitted by applicable Law.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Resource Capital Corp.)
Treatment of Indemnification Payments. The parties agree that any indemnification indemnity payments made pursuant to this Agreement shall will be treated for Tax purposes as an adjustment to the Final Purchase Price, unless otherwise required by applicable Lawlaw.
Appears in 1 contract
Treatment of Indemnification Payments. The parties agree that any To the extent permitted by Law, all indemnification payments made pursuant to under this Agreement shall be treated by the parties for all relevant Tax purposes as an adjustment to the Final Purchase Price, unless otherwise required by applicable Law.
Appears in 1 contract
Treatment of Indemnification Payments. The parties Parties agree that any indemnification indemnity payments made pursuant to this Agreement shall will be treated for Tax purposes as an adjustment to the Final Purchase PriceTotal Merger Consideration, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Granahan McCourt Acquisition CORP)
Treatment of Indemnification Payments. The parties agree that any Except as otherwise required by Law, all indemnification payments made pursuant to under this Agreement shall be treated for Tax purposes by the parties as an adjustment to the Final Purchase Price, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Avaya Inc)
Treatment of Indemnification Payments. The parties agree that any indemnification payments payment made pursuant to this Agreement Section 11.04 shall be treated for Tax purposes as an adjustment to the Final final Purchase Price, unless Price for Tax purposes except to the extent otherwise required by applicable Law.
Appears in 1 contract
Treatment of Indemnification Payments. The parties agree that for all Tax purposes, to the extent permitted by applicable Law, any indemnification payments made amounts paid pursuant to this Agreement shall be treated for Tax purposes as an adjustment adjustments to the Final Purchase Price, unless otherwise required by applicable Law.. 43
Appears in 1 contract
Samples: Asset Purchase Agreement
Treatment of Indemnification Payments. The parties agree that any All indemnification payments made pursuant to under this Agreement shall be treated for Tax purposes by the Parties as an adjustment to the Purchase Price to the maximum extent allowable under applicable law. For the avoidance of doubt, proper adjustments shall be made to the Final Purchase Price, unless otherwise required by applicable LawAllocation.
Appears in 1 contract
Samples: Asset Purchase Agreement (Praecis Pharmaceuticals Inc)
Treatment of Indemnification Payments. The parties agree that any All indemnification payments made pursuant to under this Agreement shall be treated for Tax purposes by the Parties as an adjustment to the Final Purchase Price, unless otherwise required by applicable Applicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.)
Treatment of Indemnification Payments. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Final Purchase Price, Price unless otherwise required by applicable Lawlaw.
Appears in 1 contract
Treatment of Indemnification Payments. The parties agree that any Any indemnification payments made to an Indemnitee pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Final Purchase Price, unless otherwise required by applicable LawPrice for Tax purposes.
Appears in 1 contract
Treatment of Indemnification Payments. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Final Cash Purchase Price, and each party hereto shall file all Tax Returns and act for all Tax purposes in a manner consistent therewith unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Andersons, Inc.)
Treatment of Indemnification Payments. The parties agree that any All indemnification payments made pursuant to under this Agreement shall be treated for Tax purposes as an adjustment to the Final Purchase Price, Price for all Tax purposes unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Caliper Life Sciences Inc)
Treatment of Indemnification Payments. The parties agree that any All indemnification payments made pursuant to under this Agreement shall be treated for Tax purposes by the parties as an adjustment to the Final Purchase PricePrice for Tax purposes, unless otherwise required by applicable LawLegal Requirements.
Appears in 1 contract
Treatment of Indemnification Payments. The parties Parties agree that any indemnification payments made pursuant to this Agreement ARTICLE VIII shall be treated for Tax purposes as an adjustment to the Final Purchase PricePrice for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Treatment of Indemnification Payments. The parties agree that any All indemnification payments made pursuant to under this Agreement shall be treated for Tax purposes by the Parties as an adjustment to the Final U.S. Purchase Price, unless otherwise required including for Tax purposes to the extent permitted by applicable Lawlaw.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Microstrategy Inc)
Treatment of Indemnification Payments. The For all Tax purposes, the parties hereto agree that to treat any indemnification payments made pursuant to indemnity payment under this Agreement shall be treated for Tax purposes as an adjustment to the Final Purchase Price, Aggregate Merger Consideration unless otherwise required by applicable Lawa final determination of a Tax Authority provides otherwise.
Appears in 1 contract
