Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X shall be treated by the parties for income Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law.
Appears in 3 contracts
Samples: Asset Purchase Agreement (American Casino & Entertainment Properties LLC), Asset Purchase Agreement (Manchester Mall Inc), Asset Purchase Agreement (Trump Entertainment Resorts Holdings Lp)
Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X 9 shall be treated by the parties for income Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Monarch Casino & Resort Inc), Stock Purchase Agreement (Riviera Holdings Corp), Membership Interest Purchase Agreement (Full House Resorts Inc)
Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X ARTICLE XII shall be treated by the parties for income Income Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocation.
Appears in 3 contracts
Samples: Acquisition Agreement (Pinnacle Entertainment Inc), Acquisition Agreement (American Real Estate Partners L P), Terms Agreement (Atlantic Coast Entertainment Holdings Inc)
Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X Section 12 shall be treated by the parties for income Tax purposes as adjustments an adjustment to the Purchase Price, Price unless otherwise required by applicable Lawlaw.
Appears in 3 contracts
Samples: Asset Sale and Purchase Agreement (Farmland Industries Inc), Stock and Asset Purchase Agreement (Farmland Industries Inc), Assumption Agreement (Mississippi Chemical Corp /MS/)
Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X 11 shall be treated by the parties for income Tax purposes as adjustments to the Purchase Pricepurchase price, unless (i) otherwise required by applicable pursuant to a “determination” (as defined in Section 1313(a) of the Code or any similar provision of state, local or foreign Law) or (ii) Buyer and Sellers shall otherwise agree in writing.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (PNK Entertainment, Inc.), Equity Interest Purchase Agreement (Pinnacle Entertainment Inc.)
Treatment of Indemnification Payments. All Any indemnification payments payment made pursuant to this Article X shall will be treated by the parties for income Tax purposes to the extent permitted under applicable law as adjustments an adjustment to the Purchase PricePrice for tax, unless otherwise required by applicable Lawaccounting and all other purposes.
Appears in 2 contracts
Samples: Contribution Agreement (MHI Hospitality CORP), Contribution Agreement (MHI Hospitality CORP)
Treatment of Indemnification Payments. All indemnification indemnity payments made pursuant to this Article X Section 11 shall be treated by the parties for income all Tax purposes as adjustments to the Purchase Price, unless otherwise required Price to the extent permitted by applicable LawLegal Requirements.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Alaska Communications Systems Group Inc), Purchase and Sale Agreement (Gci Inc)
Treatment of Indemnification Payments. All indemnification payments Any payment made by Buyer, Seller, or any of their respective Affiliates pursuant to this Article X shall 9 shall, to the extent permissible under applicable Law, be treated by the parties for income Tax purposes as adjustments an adjustment to the Purchase Price, unless otherwise required by applicable LawPrice for all relevant Tax purposes.
Appears in 2 contracts
Samples: Agreement (LCC International Inc), Agreement (Wireless Facilities Inc)
Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X XIV shall be treated by the parties for income Tax tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Lawlaw.
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Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X 10 shall be treated by the parties for income Tax purposes Parties as adjustments to the Purchase Price, Price unless otherwise required by applicable LawApplicable Laws.
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Treatment of Indemnification Payments. All indemnification and other payments made pursuant under this ARTICLE 9 shall, to this Article X shall the extent permitted by applicable Law, be treated by the parties for income all Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law.
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Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X Section 6.6 shall be treated by the parties for income Tax purposes as adjustments to the Purchase Priceconsideration for the Transaction, unless otherwise required by applicable Law.
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Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X IX and Section 10.1(a) and all payments made pursuant to Section 3.5(h) shall be treated by the parties Parties for income Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Equity Purchase Agreement (Isle of Capri Casinos Inc)
Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X 9 shall be treated by the parties for income Tax purposes as adjustments an adjustment to the Purchase Price, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Transfer and Assumption Agreement (Hoenig Group Inc)
Treatment of Indemnification Payments. All Any indemnification payments made pursuant to this Article X shall Section 9.05 will be treated by the parties for income Tax purposes as adjustments an adjustment to the Capped Interest Purchase Price, unless otherwise required by applicable LawPrice and/or the Reversionary Interest Purchase Price (as applicable) for all tax purposes.
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Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X VII shall be treated by the parties for income Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law.
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Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X IX and all payments made pursuant to Section 3.5 shall be treated by the parties Parties for income Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Isle of Capri Casinos Inc)
Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article X ARTICLE 11 shall be treated by the parties for U.S. federal income Tax purposes as adjustments to the Adjusted Purchase Price, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Eldorado Resorts, Inc.)