Treatment of Indemnity Payments. All payments made pursuant to this Article XI pertaining to any indemnification obligations shall be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment shall govern for purposes of this Agreement, unless otherwise required by law.
Appears in 7 contracts
Samples: Asset Purchase Agreement (Marchex Inc), Asset Purchase Agreement (Marchex Inc), Asset Purchase Agreement (Marchex Inc)
Treatment of Indemnity Payments. All payments made pursuant to this Article XI XII pertaining to any indemnification obligations shall be treated as adjustments to the Purchase Price Merger Consideration for Tax purposes and such agreed treatment shall govern for purposes of this Agreement, unless otherwise required by law.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc)
Treatment of Indemnity Payments. All payments made pursuant to this Article XI X pertaining to any indemnification obligations shall be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment shall govern for purposes of this Agreement, unless otherwise required by lawLaw.
Appears in 2 contracts
Samples: Share Purchase Agreement (Marchex Inc), Membership Interest Purchase Agreement (Revolution Lighting Technologies, Inc.)
Treatment of Indemnity Payments. All payments made pursuant to this Article XI pertaining to any indemnification obligations shall be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment shall govern for purposes of this Agreement, unless otherwise required by lawLaw.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Marchex Inc), Share Purchase Agreement (Marchex Inc)
Treatment of Indemnity Payments. All payments made pursuant to this Article XI ARTICLE VIII pertaining to any indemnification obligations shall be treated as adjustments to the Purchase Price purchase price of the Company Capital Stock for Tax purposes and such agreed treatment shall govern for purposes of this Agreement, unless otherwise required by lawLaw.
Appears in 1 contract
Treatment of Indemnity Payments. All payments made pursuant to this Article XI X pertaining to any indemnification obligations shall be treated as adjustments to the Final Purchase Price for Tax purposes and such agreed treatment shall govern for purposes of this Agreement, unless otherwise required by lawLaw.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Revolution Lighting Technologies, Inc.)
Treatment of Indemnity Payments. All indemnification payments made pursuant to this Article XI pertaining to any indemnification obligations or Article XII shall be treated as adjustments to the Purchase Price Merger Consideration for all Tax purposes purposes, and such agreed treatment shall govern for purposes of this AgreementAgreement and no Party shall take a position inconsistent therewith on a Tax Return or otherwise, unless except as otherwise required by lawa change in applicable Law or a final determination.
Appears in 1 contract
Treatment of Indemnity Payments. All indemnification payments made pursuant to this Article XI pertaining to any indemnification obligations XII or Article XIII shall be treated as adjustments to the Purchase Price Transaction Consideration for all Tax purposes purposes, and such agreed treatment shall govern for purposes of this AgreementAgreement and no Party shall take a position inconsistent therewith on a Tax Return or otherwise, unless except as otherwise required by lawa change in applicable Law or a final determination.
Appears in 1 contract
Treatment of Indemnity Payments. All payments made pursuant to this Article XI pertaining to any indemnification obligations IX or Article X shall be treated as adjustments to the Aggregate Purchase Price for Tax purposes purposes, unless otherwise required by Law, and such agreed treatment shall govern for purposes of this Agreement, unless otherwise required by law.
Appears in 1 contract
Samples: Equity and Asset Purchase Agreement (Icahn Enterprises Holdings L.P.)
