Common use of Treatment of Indemnification Payments Clause in Contracts

Treatment of Indemnification Payments. The Seller and Acquiror agree to treat (and cause their Affiliates to treat) any payment received pursuant to this Article 11 as adjustments to the Total Consideration for all tax purposes, to the maximum extent permitted by Applicable Law.

Appears in 2 contracts

Samples: Share Purchase Agreement (Medigus Ltd.), Share Purchase Agreement (ParaZero Technologies Ltd.)

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Treatment of Indemnification Payments. The Buyer and Seller and Acquiror agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article 11 IX as adjustments to the Total Aggregate Consideration for all tax purposes, Tax purposes to the maximum extent permitted by Applicable Law.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Shutterfly Inc)

Treatment of Indemnification Payments. The Seller Purchaser, the Equityholders’ Representative and Acquiror the Selling Securityholders agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article 11 IX as adjustments to the Total Consideration payable or issuable for the Purchased Shares for all tax Tax purposes, to the maximum extent permitted by Applicable Law.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Grail, Inc.), Stock Purchase Agreement (Grail, Inc.)

Treatment of Indemnification Payments. The Seller and Acquiror agree to treat (and cause their Affiliates to treat) any payment received pursuant to this Article 11 12 as adjustments to the Total Share Purchase Consideration for all tax Tax purposes, to the maximum extent permitted by Applicable Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Tribune Media Co)

Treatment of Indemnification Payments. The Buyer and Seller and Acquiror agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article 11 IX as adjustments to the Total Consideration Purchase Price for all tax purposes, Tax purposes to the maximum extent permitted by Applicable Law.. ARTICLE X

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Pandora Media, Inc.)

Treatment of Indemnification Payments. The Buyer and Seller and Acquiror agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article 11 IX as adjustments to the Total Consideration Purchase Price for all tax purposes, Tax purposes to the maximum extent permitted by Applicable Law.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Eventbrite, Inc.)

Treatment of Indemnification Payments. The Buyer, Seller and Acquiror each Seller Owner agree to treat (and cause their Affiliates to treat) any each indemnification payment received pursuant to this Article 11 VII as adjustments an adjustment to the Total Consideration Purchase Price for all tax purposes, Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the maximum extent permitted by Applicable LawCode.

Appears in 1 contract

Samples: Stock Purchase Agreement (PTC Inc.)

Treatment of Indemnification Payments. The Seller Acquirer and Acquiror the Sellers agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons or any offset against the Additional Consideration payment(s) by Acquirer pursuant to this Article 11 IX as adjustments to the Total Aggregate Consideration for all tax purposes, Tax purposes to the maximum extent permitted by Applicable Law.

Appears in 1 contract

Samples: Non Competition Agreement (Chegg, Inc)

Treatment of Indemnification Payments. The Unless otherwise required by Applicable Law, Seller and Acquiror agree to Purchaser shall treat (and cause their respective Affiliates to treat) any payment received by Purchaser pursuant to this Article 11 IX as adjustments an adjustment to the Total Consideration Purchase Price for all tax applicable Income Tax purposes, to the maximum extent permitted unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Shutterstock, Inc.)

Treatment of Indemnification Payments. The Seller and Acquiror Buyer agree to treat (and cause their Affiliates affiliates to treat) any payment received pursuant to this Article 11 VIII as adjustments to the Total Consideration Purchase Price for all tax purposes, to the maximum extent permitted by Applicable Law.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Everbridge, Inc.)

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Treatment of Indemnification Payments. The Seller Purchaser and Acquiror the Sellers agree to treat (and cause their Affiliates to treat) any indemnification payment received made pursuant to this Article 11 Agreement, including the Tax Indemnity Amount specified in Section 6.6(a)(ii), as adjustments an adjustment to the Total Consideration Purchase Price for all tax purposes, to the maximum extent permitted unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Purchase Agreement (TransUnion)

Treatment of Indemnification Payments. The Buyer, each Seller and Acquiror the Seller Representative agree to treat (and cause their Affiliates to treat) any each indemnification payment received pursuant to this Article 11 VII as adjustments an adjustment to the Total Consideration Purchase Price for all tax purposes, Tax purposes and shall take no position contrary thereto unless required to the maximum extent permitted do so by Applicable applicable Tax Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Parametric Technology Corp)

Treatment of Indemnification Payments. The Seller Shareholder and Acquiror agree to treat (and cause their Affiliates to treat) any payment received by the Indemnified Parties pursuant to this Article 11 8 as adjustments to the Total Aggregate Consideration for all tax Tax purposes, to the maximum extent permitted by Applicable Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Ceva Inc)

Treatment of Indemnification Payments. The Seller Group Parties and Acquiror Buyer agree to treat (and cause their Affiliates to treat) any payment received pursuant to this Article 11 as adjustments to the Total Consideration Purchase Price for all tax purposes, to the maximum extent permitted except as otherwise required by Applicable Law.

Appears in 1 contract

Samples: Purchase Agreement (Coupa Software Inc)

Treatment of Indemnification Payments. The Purchaser and Seller and Acquiror agree to treat (and cause their Affiliates to treat) any payment payments received pursuant to this Article 11 Section 5.15, Section 5.4(b) or Section 8.2 as adjustments to the Total Consideration Purchase Price for all tax Tax purposes, to the maximum extent permitted unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Newell Rubbermaid Inc)

Treatment of Indemnification Payments. The Purchaser and Seller and Acquiror agree to treat (and cause their Affiliates affiliates to treat) any payment received pursuant to this Article 11 10 as adjustments to the Total Share Purchase Consideration for all tax purposes, to the maximum extent permitted by Applicable applicable Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Synchronoss Technologies Inc)

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