Characterization of Indemnification Payments. All payments made (or deemed to be made, in accordance with this Agreement) by any Indemnifying Person to an Indemnified Person with respect to any claim pursuant to Section 8.2 or Section 8.3 shall be treated, to the fullest extent possible under applicable Law, as adjustments to the Purchase Price for Tax purposes.
Appears in 6 contracts
Samples: Equity Purchase Agreement (Diego Pellicer Worldwide, Inc), Equity Purchase Agreement (Siyata Mobile Inc.), Unit Purchase Agreement (Spartan Motors Inc)
Characterization of Indemnification Payments. All To the extent applicable and permitted by applicable Law and accounting policies, all payments made (or deemed to be made, in accordance with this Agreement) Agreement by any Indemnifying Person Party to an Indemnified Person Party with respect to any claim pursuant to Section 8.2 or Section 8.3 this Article X shall be treated, to the fullest extent possible under applicable Law, as adjustments to the Purchase Price for Tax purposes.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (ExamWorks Group, Inc.)
Characterization of Indemnification Payments. All payments made (or deemed to be made, in accordance with this Agreement) by any an Indemnifying Person to an Indemnified Person with in respect to of any claim pursuant to Section Sections 8.2 or Section 8.3 hereof shall be treated, to the fullest extent possible under applicable Law, treated as adjustments to the Purchase Price consideration paid pursuant to the transactions contemplated by this Agreement for Tax purposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made (or deemed to be made, in accordance with this Agreement) by any Indemnifying Person to an Indemnified Person with respect to any claim pursuant to Section 8.2 7.2 or Section 8.3 7.3 shall be treated, to the fullest extent possible under applicable Law, as adjustments to the Purchase Price for Tax purposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made (or deemed to be made, in accordance with this Agreement) by any Indemnifying Person Indemnitor to an Indemnified Person with respect to any claim pursuant to Section 8.2 this Article VIII or Section 8.3 shall any other provision of this Agreement or pursuant to the R&W Insurance Policy will be treated, to the fullest extent possible allowable under applicable Law, as adjustments to the Purchase Acquisition Price for Tax purposes.
Appears in 1 contract
Samples: Acquisition Agreement (Tronc, Inc.)
Characterization of Indemnification Payments. All payments made (or deemed to be made, in accordance with this Agreement) by any Indemnifying Person to an Indemnified Person with respect to any claim pursuant to Section 8.2 7.2 or Section 8.3 7.3 shall be treated, to the fullest extent possible under applicable Law, as adjustments to the Purchase Price for Tax purposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made (or deemed to be made, in accordance with this Agreement) by any Indemnifying Person to an Indemnified Person Party with respect to any claim pursuant to Section 8.2 or Section 8.3 shall be treated, to the fullest extent possible under applicable Law, as adjustments to the Purchase Price Closing Consideration for Tax purposes.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Genasys Inc.)
Characterization of Indemnification Payments. All payments made (or deemed to be made, in accordance with this Agreement) by any Indemnifying Person to an Indemnified Person Party with respect to any claim pursuant to Section 8.2 9.2 or Section 8.3 9.3 shall be treated, to the fullest extent possible under applicable Law, as adjustments to the Purchase Price for Tax purposes.
Appears in 1 contract
Samples: Equity Purchase Agreement (Guardion Health Sciences, Inc.)
