Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Purchase Price for all Tax purposes.
Appears in 12 contracts
Samples: Asset Purchase Agreement (Huttig Building Products Inc), Asset Purchase and Sale Agreement (Huttig Building Products Inc), Stock Purchase Agreement (Monsanto Co /New/)
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Purchase Price for all Tax purposes.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Caleres Inc), Membership Interest Purchase Agreement (Manitex International, Inc.), Securities Purchase Agreement (Command Security Corp)
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Lawapplicable law, as adjustments to the Purchase Price for all Tax purposes.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Vycom Corp.), Asset Purchase Agreement (Arcadia Resources, Inc)
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Requirements of Law, as adjustments to the Purchase Price for all Tax purposes.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Stifel Financial Corp), Stock Purchase Agreement (United Community Financial Corp)
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Cash Purchase Price for all Tax purposes.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Wolfspeed, Inc.), Asset Purchase Agreement (MACOM Technology Solutions Holdings, Inc.)
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to treated by the extent permissible under Law, parties for Tax purposes as adjustments an adjustment to the Purchase Price for all Tax purposesPrice, unless otherwise required by applicable law.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Morrow Snowboards Inc), Asset Purchase Agreement (8x8 Inc)
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Requirements of Law, as adjustments to the Purchase Price Merger Consideration for all Tax purposes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bankatlantic Bancorp Inc), Agreement and Plan of Merger (Stifel Financial Corp)
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall will be considered, to the extent permissible under Law, treated for all Tax purposes as adjustments an adjustment to the Purchase Price for all Tax purposes.Consideration, unless otherwise required by applicable Legal Requirements. Section 8.7
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (American Healthcare REIT, Inc.), Registration Rights Agreement (NorthStar Healthcare Income, Inc.)
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Applicable Law, as adjustments to the Purchase Price for all purposes (including, for the avoidance of doubt, Tax purposes).
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Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Final Purchase Price for all Tax purposes. The Parties agree, to the extent required under Section 1060 of the Code and applicable Treasury Regulations, to file amendments to Form 8594 that are consistent with any such adjustment to the Final Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Sonoma Pharmaceuticals, Inc.)
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall will be considered, to the extent permissible under Applicable Law, as adjustments to the Purchase Price for all Tax tax purposes. ARTICLE 9 - MISCELLANEOUS 9.1.
Appears in 1 contract
Samples: Execution Original Stock Purchase Agreement (Columbus McKinnon Corp)
Characterization of Indemnity Payments. Any indemnification payments payment made pursuant to this Agreement shall be considered, to the extent permissible under Law, treated for tax purposes as adjustments an adjustment to the Purchase Price for all Tax purposesPrice, unless otherwise required by applicable law.
Appears in 1 contract
Samples: Membership Purchase Agreement (Charter Communications Holdings Capital Corp)
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Purchase Price provided herein for all Tax purposes.
Appears in 1 contract
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under applicable Law, as adjustments to the Purchase Price for all Tax purposes.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Nice Systems LTD)
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Final Purchase Price for all Tax purposespurposes and adjustments to the Final Purchase Price allocable to the applicable Transferred Subsidiary or Indirect Subsidiary.
Appears in 1 contract
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under applicable Law, as adjustments to the Purchase Price Partnership Merger Consideration for all Tax purposespurposes related to Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GrafTech Holdings Inc.)
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under applicable Law, as adjustments to the Purchase Price Merger Consideration for all Tax purposespurposes related to Taxes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GrafTech Holdings Inc.)
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Final Purchase Price for all Tax purposes.
Appears in 1 contract
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement pursuant to Article IX shall be considered, to the extent permissible under Law, as adjustments to the Purchase Price for all Tax purposes.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cree Inc)
Characterization of Indemnity Payments. Any indemnification payments payment made pursuant to this Agreement shall be considered, to the extent permissible under Law, treated for Tax purposes as adjustments an adjustment to the Purchase Price for all Tax purposesPrice, unless otherwise required by applicable law.
Appears in 1 contract
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Requirements of Law, as adjustments to the Purchase Price Total Consideration for all Tax purposes.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (COHEN & Co INC.)
Characterization of Indemnity Payments. Any indemnification payments payments, offsets or credits made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Purchase Price for all Tax purposes.
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Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Lawapplicable law, as adjustments to the Purchase Price purchase price for all Tax purposes.
Appears in 1 contract
Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Applicable Law, as adjustments to the Purchase Price purchase price hereunder for all Tax purposes.
Appears in 1 contract
