Treatment of Indemnification Payments. All amounts paid by an Indemnifying Party to an Indemnified Person under this Article VII shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share Purchase Price for all Tax purposes. The provisions of this Article VII are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement.
Appears in 4 contracts
Samples: Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.)
Treatment of Indemnification Payments. All amounts paid by an Indemnifying Party to an Indemnified Person under this Article VII VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share Purchase Price for all Tax purposes. The provisions of this Article VII VIII are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement.
Appears in 4 contracts
Samples: Backstop Commitment Agreement (Parker Drilling Co /De/), Backstop Commitment Agreement (Parker Drilling Co /De/), Restructuring Support Agreement (Parker Drilling Co /De/)
Treatment of Indemnification Payments. All amounts paid by an the Indemnifying Party to an Indemnified Person under this Article VII IX shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share Purchase Price for all Tax purposes. The provisions of this Article VII are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement.
Appears in 4 contracts
Samples: Equity Commitment Agreement (Goldman Sachs Group Inc), Equity Commitment Agreement (Ubs Ag), Equity Commitment Agreement (Citadel Securities LLC)
Treatment of Indemnification Payments. All amounts paid by an Indemnifying Party to an Indemnified Person under this Article VII VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share Note Purchase Price for all Tax purposes. The provisions of this Article VII VIII are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement.
Appears in 3 contracts
Samples: Backstop Commitment Agreement (Weatherford International PLC), Backstop Commitment Agreement (WUS Holding, L.L.C.), Backstop Commitment Agreement (Weatherford International PLC)
Treatment of Indemnification Payments. All amounts paid by an Indemnifying Party to an Indemnified Person under this Article VII VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share Purchase Price solely for all Tax purposes. The provisions of this Article VII VIII are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement.
Appears in 2 contracts
Samples: Backstop Commitment Agreement, Plan Support and Lock Up Agreement
Treatment of Indemnification Payments. All amounts paid by an the Indemnifying Party to an Indemnified Person under this Article VII VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share Purchase Price for all Tax tax purposes. The provisions of this Article VII are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement.
Appears in 2 contracts
Samples: Restructuring Support Agreement (American Apparel, Inc), Equity Commitment Agreement (American Apparel, Inc)
Treatment of Indemnification Payments. All amounts paid by an the Indemnifying Party to an Indemnified Person under this Article VII VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share aggregate Purchase Price paid between such parties for all Tax purposes. The provisions of this Article VII are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement.
Appears in 1 contract
Samples: Equity Commitment Agreement
Treatment of Indemnification Payments. All amounts paid by an Indemnifying Party to an Indemnified Person under this Article VII shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share Purchase Price Merger Consideration for all Tax purposes. The provisions of this Article VII are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties Parent and Merger Sub would not have entered into this Agreement.
Appears in 1 contract
Treatment of Indemnification Payments. All amounts paid by an Indemnifying Party to an Indemnified Person under this Article VII IX shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share Purchase Price solely for all Tax purposes. The provisions of this Article VII IX are an integral part of the transactions Transaction contemplated by this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement.
Appears in 1 contract
Samples: Backstop and Private Placement Agreement (Party City Holdco Inc.)
Treatment of Indemnification Payments. All amounts paid by an the Indemnifying Party to an Indemnified Person under this Article VII VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Primary Rights Offering Per Share Purchase Price for all Tax purposes. The provisions of this Article VII are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement.
Appears in 1 contract
Samples: Backstop Commitment Agreement (Key Energy Services Inc)
Treatment of Indemnification Payments. All amounts paid by an Indemnifying Party to an Indemnified Person under this Article VII VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share Purchase Price solely for all Tax purposes. The provisions of this Article VII VIII are an integral part of the transactions Transaction contemplated by this Agreement and without these provisions the Commitment Backstop Parties would not have entered into this Agreement.
Appears in 1 contract
Samples: Backstop Agreement (Martin Midstream Partners L.P.)
Treatment of Indemnification Payments. All amounts paid by an Indemnifying Party to an Indemnified Person under this Article VII IX shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share Purchase Price solely for all Tax purposes. The provisions of this Article VII IX are an integral part of the transactions Transaction contemplated by this Agreement and without these provisions the Commitment Backstop Parties would not have entered into this Agreement.
Appears in 1 contract
Samples: Backstop Agreement (Amc Entertainment Holdings, Inc.)
Treatment of Indemnification Payments. All amounts paid by an Indemnifying Party to an Indemnified Person under this Article VII Section 7 shall, to the extent permitted by applicable Lawlaw, be treated for all Tax purposes as adjustments to the Per Share Purchase Price for all Tax purposesCommitment Premium or, to the extent arising after the Equity Transaction Closing Date, the Commitment Amount of such Indemnified Person, as applicable. The provisions of this Article VII Section 7 are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties Investor would not have entered into this Agreement.
Appears in 1 contract
