Purchase Price Adjustment. The parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 4 contracts
Samples: Share Purchase Agreement (Croe, Inc.), Share Purchase Agreement (Croe, Inc.), Share Purchase Agreement (Gilbert James Henry)
Purchase Price Adjustment. The parties Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Lawlaw.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Walter Investment Management Corp), Stock Purchase Agreement (Walter Investment Management Corp), Purchase and Sale Agreement (PPL Energy Supply LLC)
Purchase Price Adjustment. The parties Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Final Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 3 contracts
Samples: Share Purchase Agreement (Jinglong Group Co., Ltd.), Share Purchase Agreement (JA Solar Holdings Co., Ltd.), Share Purchase Agreement (Home Inns & Hotels Management Inc.)
Purchase Price Adjustment. The parties agree that any indemnification payment made indemnity payments pursuant to this Agreement shall will be treated for Tax purposes as an adjustment to the Purchase Price for Tax purposesPrice, unless otherwise required by applicable Law.
Appears in 2 contracts
Samples: Transaction Agreement (Instinet Group Inc), Transaction Agreement (Nasdaq Stock Market Inc)
Purchase Price Adjustment. The parties hereto agree that any indemnification indemnity payment made pursuant to under this Agreement shall shall, to the extent permitted by Law, be treated by the parties hereto as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable LawPrice.
Appears in 2 contracts
Samples: Stock Purchase Agreement (3d Systems Corp), Securities Purchase Agreement (Vahanna Tech Edge Acquisition I Corp.)
Purchase Price Adjustment. The parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Lawlaw.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Mercury Computer Systems Inc), Stock Purchase Agreement (Stonegate Mortgage Corp)
Purchase Price Adjustment. The parties agree that any Any indemnification payment made pursuant to under this Agreement shall be treated as an adjustment to the Aggregate Purchase Price for Tax all tax purposes, unless except as otherwise required by applicable Lawlaw.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cyalume Technologies Holdings, Inc.), Securities Purchase Agreement (Cyalume Technologies Holdings, Inc.)
Purchase Price Adjustment. The parties Parties agree that any all indemnification payment payments made pursuant to under this Agreement shall be treated as an adjustment to the Purchase Price purchase price adjustments for Tax purposes, unless otherwise required by applicable Law.
Appears in 2 contracts
Samples: Contribution Agreement (New Source Energy Partners L.P.), Contribution Agreement
Purchase Price Adjustment. The parties Unless otherwise required by applicable Law, for all Tax purposes, the Parties agree that to treat (and will cause each of their respective Affiliates to treat) any indemnification payment made pursuant to under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable LawPrice.
Appears in 2 contracts
Samples: Supply Agreement (Flotek Industries Inc/Cn/), Share Purchase Agreement (Flotek Industries Inc/Cn/)
Purchase Price Adjustment. The parties Purchaser and the Seller agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Lawlaw.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Bisys Group Inc), Stock Purchase Agreement (Open Solutions Inc)
Purchase Price Adjustment. The parties Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (NRG Energy, Inc.), Agreement and Plan of Merger (Dynegy Inc.)
Purchase Price Adjustment. The parties Parties agree that to treat any indemnification payment indemnity payments made pursuant to under this Agreement shall be treated as an adjustment adjustments to the Share Purchase Price for Tax purposesand, unless otherwise required to the extent indemnity payments exceed the Share Purchase Price, the Loan Purchase Price, to the extent permitted by applicable Law.
Appears in 1 contract
Samples: Share and Loan Purchase Agreement (CENNTRO ELECTRIC GROUP LTD)
Purchase Price Adjustment. The parties Parties agree that any to treat each indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price merger consideration for Tax purposes, all tax purposes and shall take no position contrary thereto unless otherwise required to do so by applicable Lawtax law pursuant to a determination as defined in Section 1313(a) of the Code.
Appears in 1 contract
Purchase Price Adjustment. The parties agree that any All indemnification payment payments made pursuant to under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, purposes unless otherwise required by applicable Law.
Appears in 1 contract
Purchase Price Adjustment. The parties With respect to any indemnity payment under this Agreement, the Parties agree that any indemnification payment made pursuant to this Agreement shall be treated treat, to the extent permitted by Law, all such payments as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Lawpaid hereunder.
Appears in 1 contract
Samples: Equity Purchase Agreement (Primus Telecommunications Group Inc)
Purchase Price Adjustment. The parties Acquiror and the Company agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Purchase Price Adjustment. The parties Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price purchase price for Tax tax purposes, unless otherwise required by applicable Lawlaw.
Appears in 1 contract
Samples: Contribution and Sale Agreement (Evercore Partners Inc.)
Purchase Price Adjustment. The parties Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Purchase Price Adjustment. The parties Parties agree that any indemnification payment made by Sellers pursuant to this Agreement shall be treated as an adjustment to the Final Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Blade Air Mobility, Inc.)
Purchase Price Adjustment. The parties Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price Adjusted Consideration for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.)
Purchase Price Adjustment. The parties agree that any Any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Applicable Law.
Appears in 1 contract
Purchase Price Adjustment. The parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable LawLaw or as consented to by the Seller (which consent shall not be unreasonably withheld).
Appears in 1 contract
Samples: Stock Purchase Agreement (Readers Digest Association Inc)
Purchase Price Adjustment. The parties To the extent permitted by Applicable Law, the Parties agree that any indemnification payment made indemnity payments by one Party to the other pursuant to this Agreement shall be treated as an adjustment to adjustments of the Purchase Price for Tax purposes, unless otherwise required by applicable Lawand in any event shall be made without any deduction for Taxes, costs or charges.
Appears in 1 contract
Samples: Business Combination Agreement (SDCL EDGE Acquisition Corp)
Purchase Price Adjustment. The parties Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Gross Purchase Price for Tax purposes, unless otherwise required by applicable Lawlaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allied Security Holdings LLC)
Purchase Price Adjustment. The parties Parties agree that to treat any indemnification payment made pursuant to indemnity payments under this Agreement shall be treated as an adjustment to the Purchase Price for all Tax purposes, purposes and shall take no position contrary thereto unless otherwise required to do so by applicable LawTax law pursuant to a determination as defined in Section 1313(a) of the Code.
Appears in 1 contract
Purchase Price Adjustment. The parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.. (c)
Appears in 1 contract
Samples: Stock Purchase Agreement (Sterling Construction Co Inc)
Purchase Price Adjustment. The With respect to any indemnity payment under this Agreement, the parties agree that any indemnification payment made pursuant to this Agreement shall be treated treat, to the extent permitted by Law, all such payments as an adjustment to the Purchase Price paid hereunder (including for Tax purposes, unless otherwise required by applicable Law).
Appears in 1 contract
Purchase Price Adjustment. The parties Buyer and the Seller Indemnifying Parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Lawlaw.
Appears in 1 contract
Samples: Stock Purchase Agreement (Penn National Gaming Inc)
Purchase Price Adjustment. The parties Parties agree that any indemnification indemnity payment made pursuant to under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Applicable Law.
Appears in 1 contract
Purchase Price Adjustment. The parties agree that any indemnification payment payments made pursuant to this Agreement shall will be treated for Tax purposes as an adjustment to the Purchase Price for Tax purposesPrice, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Albany International Corp /De/)
Purchase Price Adjustment. The parties Buyer and the Seller Parties agree that any indemnification indemnity payment made pursuant to under this Agreement shall shall, to the extent permitted by Law, be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable LawPrice.
Appears in 1 contract
Purchase Price Adjustment. The parties Purchaser and the Company agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.
Appears in 1 contract
Samples: Asset Purchase Agreement (First Watch Restaurant Group, Inc.)
