Treatment of Indemnity Payments. All payments made by Seller to or for the benefit of Buyer pursuant to any indemnification obligations under this Agreement, will be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by law.
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Samples: Asset Purchase Agreement (Roxio Inc), Asset Purchase Agreement (Neoforma Inc), Asset Purchase Agreement (I Many Inc)
Treatment of Indemnity Payments. All payments made by Seller the Sellers or the Purchaser, as the case may be, to or for the benefit of Buyer the other pursuant to any indemnification obligations under this AgreementAgreement (including without limitation, will pursuant to Article IX hereof) shall be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment will shall govern for purposes of this Agreement, unless otherwise required by law.
Appears in 3 contracts
Samples: Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (Garden State Newspapers Inc)
Treatment of Indemnity Payments. All payments made by Seller the Sellers or the Buyer, as the case may be, to or for the benefit of Buyer the other party pursuant to any indemnification obligations under this Agreement, will Agreement shall be treated as adjustments to the Purchase Price consideration for Tax purposes purposes, and such agreed treatment will shall govern for purposes of this Agreement, unless otherwise required by law.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Meditrust Corp), Stock Purchase Agreement (Club Corp International), Stock Purchase Agreement (Club Corp International)
Treatment of Indemnity Payments. All payments (i) made by the Seller pursuant to clause (a) above, or to or for the benefit of Buyer the Purchaser pursuant to any indemnification obligations under this Agreement, will be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by law.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Astro Med Inc /New/), Asset Purchase Agreement (Astro Med Inc /New/)
Treatment of Indemnity Payments. All payments made by Seller Sellers to or for the benefit of Buyer Purchasers pursuant to any indemnification obligations under this Agreement, will be treated as adjustments to the Purchase Price purchase price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by lawApplicable Law.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Powerwave Technologies Inc), Asset Purchase Agreement (Remec Inc)
Treatment of Indemnity Payments. All payments made by on behalf of Seller out of the Indemnity Escrow Amount to or for the benefit of Buyer Indemnitees pursuant to any indemnification obligations under this Agreement, will Article 7 shall be treated as adjustments to the Purchase Price for Tax purposes tax purposes, unless otherwise required by Law, and such agreed treatment will shall govern for purposes of this Agreement, unless otherwise required by law.
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Samples: Membership Interest Purchase Agreement (Exela Technologies, Inc.)
Treatment of Indemnity Payments. All payments made by Seller to or for the benefit of Buyer Buyer, EPB or their Affiliates pursuant to any indemnification obligations under this Agreement, will be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by lawLegal Requirement.
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Treatment of Indemnity Payments. All payments made by Seller or Purchaser, as the case may be, to or for the benefit of Buyer the other party pursuant to any indemnification obligations under this Agreement, will be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by law.
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Treatment of Indemnity Payments. All For all Tax purposes, Seller and Purchaser shall treat, and shall cause their respective Affiliates to treat, all indemnity payments made by Seller to or for the benefit of Buyer pursuant to any indemnification obligations under this Agreement, will be treated as adjustments to the Purchase Price for to the extent permitted under applicable Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by lawLaw.
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Samples: Master Asset Purchase Agreement (Ashland Global Holdings Inc)
Treatment of Indemnity Payments. All indemnification payments made by Seller to or for the benefit of Buyer pursuant to any indemnification obligations under this Agreement, will shall be treated as adjustments to the Purchase Price for Tax purposes tax purposes, and such agreed treatment will shall govern for purposes of this Agreement, unless otherwise required by law.
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Treatment of Indemnity Payments. All payments made by on behalf of Seller out of the Indemnity Escrow Amount to or for the benefit of Buyer Indemnitees pursuant to any indemnification obligations under this Agreement, will Article 9 shall be treated as adjustments to the Purchase Price for Tax purposes purposes, unless otherwise required by Law, and such agreed treatment will shall govern for purposes of this Agreement, unless otherwise required by law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Compass Diversified Holdings)
Treatment of Indemnity Payments. All payments made by Seller or Purchaser, as the case may be, to or for the benefit of Buyer the other party pursuant to any indemnification obligations under this Agreement, will Agreement shall be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment will shall govern for purposes of this Agreement, unless otherwise required by law.
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Treatment of Indemnity Payments. All payments made by the Seller or the Purchaser, as the case may be, to or for the benefit of Buyer the other party pursuant to any indemnification obligations under this Agreement, will Agreement shall be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment will shall govern for purposes of this Agreement, unless otherwise required by law.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ebenx Inc)
Treatment of Indemnity Payments. All The Seller and the Purchaser agree (to the extent permitted by applicable Law) to treat all payments made by Seller either party to or for the benefit of Buyer pursuant to the other party under any indemnification obligations under indemnity provisions of this Agreement, will be treated Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the Purchase Price for Tax purposes and that such agreed treatment will shall govern for all purposes of this Agreement, unless otherwise required by lawhereof.
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Treatment of Indemnity Payments. All payments (i) made by Seller the Sellers pursuant to clause (a) above, or to or for the benefit of Buyer the Purchaser pursuant to any indemnification obligations under this Agreement, will be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by law.
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