Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this 'SS'.5. All indemnification payments under this 'SS'.5 shall be deemed adjustments to the Purchase Price.
Appears in 4 contracts
Samples: Registration Rights Agreement (Little Wing Partners L P), Stock Purchase Agreement (Little Wing Partners L P), Registration Rights Agreement (Little Wing Partners L P)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this 'SS'.5ss.8. All indemnification payments under this 'SS'.5 ss.8 shall be deemed adjustments to the Purchase Price.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Accelr8 Technology Corp), Stock Purchase Agreement (Kendle International Inc), Stock Purchase Agreement (Eif Holdings Inc)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this 'SS'.5ss.7. All indemnification payments under this 'SS'.5 ss.7 shall be deemed adjustments to the Purchase Price.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Powercerv Corp), Asset Purchase Agreement (RCF Inc)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this 'SS'.5. All indemnification payments under this 'SS'.5 shall be deemed adjustments to the Purchase Pricess.6.
Appears in 2 contracts
Samples: Merger Purchase Agreement (Glas-Aire Industries Group LTD), Merger Purchase Agreement (Gheradini Raymond J)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this 'SS'.5ss.7. All indemnification payments under this 'SS'.5 ss.7 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) expenses in determining Adverse Consequences for purposes of this 'SS'.5ss.8. All indemnification payments under this 'SS'.5 ss.8 shall be deemed adjustments to the Aggregate Purchase Price.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (St Paul Companies Inc /Mn/)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this 'SS'.5ss.8. All indemnification payments under this 'SS'.5 ss.8 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Recapitalization Agreement (Key Components Finance Corp)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this 'SS'.5Consequences. All indemnification payments under this 'SS'.5 ss.4 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Source Information Management Co
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this 'SS'.5ss.8. All indemnification payments under this 'SS'.5 ss.8 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Penn Engineering & Manufacturing Corp)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this 'SS'.5ss.5. All indemnification payments under this 'SS'.5 ss.5 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Milestone Scientific Inc/Nj)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this 'SS'.5ss.8. All indemnification payments under this 'SS'.5 ss.8 shall be deemed adjustments to the Purchase Price. In no event shall Target be liable for loss of profits or consequential damages under this ss.8.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mim Corp)
