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.
Appears in 3 contracts
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 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 (Club Corp International), Stock Purchase Agreement (Meditrust Corp), Stock Purchase Agreement (Club Corp International)
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 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 (Remec Inc), Asset Purchase Agreement (Powerwave Technologies Inc)
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 The Seller and the Buyer agree to treat all payments made by Seller to or for under the benefit indemnity provisions of Buyer pursuant to any indemnification obligations under this Agreement, will be treated and for any misrepresentations or breaches of warranties or covenants, as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by lawPrice.
Appears in 2 contracts
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.
Appears in 1 contract
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.
Appears in 1 contract
Samples: Master Asset Purchase Agreement (Ashland Global Holdings 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.
Appears in 1 contract
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.
Appears in 1 contract
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.
Appears in 1 contract
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)