Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article VIII shall be treated by the parties as adjustments to the Total Merger Consideration, including for U.S. federal and applicable state income Tax purposes, unless otherwise required by applicable Legal Requirements.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cirrus Logic, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.)
Treatment of Indemnification Payments. All The parties agree that any indemnification payments made pursuant to this Article VIII IX shall be treated by the parties as adjustments an adjustment to the Total Merger Consideration, including Purchase Price for U.S. federal and applicable state income Tax purposes, unless otherwise required by applicable Legal RequirementsLaw.
Appears in 3 contracts
Samples: Stock and Asset Purchase Agreement (L3 Technologies, Inc.), Stock Purchase Agreement (L 3 Communications Corp), Stock Purchase Agreement (Caci International Inc /De/)
Treatment of Indemnification Payments. All Any indemnification payments made pursuant to this Article VIII shall be treated as an adjustment to the Merger Consideration by the parties as adjustments to the Total Merger Consideration, including for U.S. federal and applicable state income Tax all purposes, unless otherwise required by applicable Legal RequirementsLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PCF 1, LLC), Agreement and Plan of Merger (Neulion, Inc.)
Treatment of Indemnification Payments. All indemnification The parties agree that any indemnity payments made pursuant to this Article VIII shall XII will be treated by the parties for Tax purposes as adjustments an adjustment to the Total Merger Consideration, including for U.S. federal and applicable state income Tax purposes, unless otherwise required by applicable Legal RequirementsLaw.
Appears in 2 contracts
Samples: Acquisition Agreement and Plan of Merger (EverBank Financial Corp), Acquisition Agreement and Plan of Merger (EverBank Financial Corp)
Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article VIII shall be treated by the parties as adjustments to the Total Merger Consideration, including for U.S. federal and applicable state income Tax purposes, Consideration unless otherwise required by applicable Legal Requirementslaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sciquest Inc), Agreement and Plan of Merger (Mathstar Inc)
Treatment of Indemnification Payments. All Any indemnification payments made pursuant to this Article VIII shall be treated by the parties as adjustments to the Total Merger Consideration, including for U.S. federal and applicable state income Tax purposes, Consideration unless otherwise a contrary treatment is required by applicable Legal RequirementsLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GTT Communications, Inc.)
Treatment of Indemnification Payments. All Any indemnification payments made by XXXX or Shareholders pursuant to this Article VIII shall be treated by the all parties hereto as adjustments an adjustment to the Total Merger Consideration, including for U.S. federal and applicable state income Tax purposes, unless otherwise required by applicable Legal RequirementsConsideration hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bridger Aerospace Group Holdings, Inc.)
Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article VIII ARTICLE V shall be treated by the parties as adjustments to the Total Merger Consideration, including for U.S. federal and applicable state income Tax purposes, Consideration unless otherwise required by applicable Legal Requirementslaw.
Appears in 1 contract
Treatment of Indemnification Payments. All Any indemnification payments made pursuant to this Article VIII shall be treated by the parties as adjustments an adjustment to the Total Merger Consideration, including Consideration for U.S. federal and applicable state income Tax purposes, unless otherwise required by applicable Legal Requirements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forgent Networks Inc)
Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article ARTICLE VIII shall be treated by the parties as adjustments to the Total Merger Consideration, including for U.S. federal and applicable state income Tax purposes, Consideration unless otherwise required by applicable Legal Requirementslaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quanex Building Products CORP)
Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article VIII ARTICLE VII shall be treated by the parties as adjustments to the Total Merger Consideration, including for U.S. federal and applicable state income Tax purposes, Closing Payment unless otherwise required by applicable Legal RequirementsLaw.
Appears in 1 contract
Treatment of Indemnification Payments. All indemnification payments made pursuant to this Article VIII shall be treated by the parties as adjustments to the Total Merger Consideration, including Consideration for U.S. federal and applicable state income Tax purposes, purposes unless otherwise required by applicable Legal Requirements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wright Medical Group Inc)
