Common use of Tax Treatment of Indemnification Payments Clause in Contracts

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 15 contracts

Samples: Stock Purchase Agreement (Edison Nation, Inc.), Stock Purchase Agreement (Asure Software Inc), Equity Purchase Agreement (DENTSPLY SIRONA Inc.)

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Tax Treatment of Indemnification Payments. Any indemnification All payments made pursuant to this Article VII 7 shall be treated as an adjustment adjustments to the Purchase Price by the parties for all Tax purposes, unless otherwise required by applicable Law.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Aralez Pharmaceuticals Inc.), Asset Purchase Agreement (Horizon Pharma, Inc.), Asset Purchase Agreement (Forest Laboratories Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to made under this Article VII V shall be treated for all tax purposes as an adjustment to the relevant Purchaser’s Allocated Purchase Price by the parties for Tax purposes, unless except as otherwise required by applicable Law.

Appears in 7 contracts

Samples: Purchase Agreement (Contango Oil & Gas Co), Purchase Agreement (Contango Oil & Gas Co), Purchase Agreement (Contango Oil & Gas Co)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 8 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 7 contracts

Samples: Stock Acquisition Agreement (Charge Enterprises, Inc.), Stock Purchase Agreement (Charge Enterprises, Inc.), Stock Purchase Agreement (Charge Enterprises, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII IX shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 5 contracts

Samples: Share Purchase Agreement (Red Cat Holdings, Inc.), Share Purchase Agreement (Unusual Machines, Inc.), Stock Purchase Agreement (Repligen Corp)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to made under this Article VII VIII shall be treated for all Tax purposes as an adjustment to the relevant Purchaser’s Purchase Price by the parties for Tax purposesPrice, unless except as otherwise required by applicable Law.

Appears in 3 contracts

Samples: Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price Transaction Consideration by the parties for Tax purposes, unless otherwise required by Law.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Monterey Capital Acquisition Corp), Stock Purchase Agreement (Monterey Capital Acquisition Corp), Membership Interest Purchase Agreement (Monterey Capital Acquisition Corp)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VII shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Limbach Holdings, Inc.), Membership Interest Purchase Agreement (Limbach Holdings, Inc.), Stock Purchase Agreement (Brady Corp)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII V shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (SRAX, Inc.), Stock Purchase Agreement (Focus Universal Inc.), Escrow Agreement (Ames National Corp)

Tax Treatment of Indemnification Payments. Any indemnification payments payment made pursuant to this Article VII 11 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Golf Trust of America Inc), Asset Purchase Agreement (Gta-Ib, LLC), Asset Purchase Agreement (Golf Trust of America Inc)

Tax Treatment of Indemnification Payments. Any All indemnification payments made (or deemed to be made) with respect to any claim pursuant to this Article VII VIII shall be treated by the parties as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Jupiter Wellness, Inc.), Asset Purchase Agreement (SOCIAL REALITY, Inc.), Asset Purchase Agreement (Jupiter Wellness, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 6 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 3 contracts

Samples: Stock Purchase Agreement (OVERSTOCK.COM, Inc), Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc), Membership Interest Purchase Agreement (OVERSTOCK.COM, Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII made hereunder shall be treated as an adjustment to the Purchase Price by the parties for all applicable Tax purposes, unless purposes except as otherwise required by Law.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Digerati Technologies, Inc.), Equity Purchase Agreement (Digerati Technologies, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII or any other provision of this Agreement shall be treated as an adjustment to the Closing Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 2 contracts

Samples: Equity Interest Purchase Agreement (South American Properties, Inc.), Equity Interest Purchase Agreement (Zenergy Brands, Inc.)

Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII ARTICLE VIII shall be treated as an adjustment to the Purchase Price by Consideration (and the parties applicable component thereof) for all Tax purposes, purposes unless otherwise required by any applicable Law.

Appears in 2 contracts

Samples: Share Purchase Agreement (Baidu, Inc.), Share Purchase Agreement (JOYY Inc.)

Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII shall be treated by the parties as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Giga Tronics Inc), Stock Purchase Agreement (DPW Holdings, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII Section 7 shall be treated as an adjustment to the Final Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 9 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 2 contracts

Samples: Merger Agreement (Foxo Technologies Inc.), Stock Purchase Agreement (Spar Group Inc)

Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII shall be treated as an adjustment adjustments to the Purchase Price by aggregate consideration paid to the parties Seller for Tax purposes, unless otherwise required by applicable Law.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Baijiayun Group LTD), Securities Purchase Agreement (Baijiayun Group LTD)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price amounts paid by the parties Parent as Merger Consideration for Tax purposes, unless otherwise required by Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the amount of the Purchase Price Consideration by the parties for Tax purposes, unless otherwise required by Law.

Appears in 2 contracts

Samples: Equity Purchase Agreement (AIRO Group, Inc.), Equity Purchase Agreement (AIRO Group, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII ARTICLE VIII shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by Law.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Gse Systems Inc), Membership Interest Purchase Agreement (Gse Systems Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.. ​

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Monterey Capital Acquisition Corp), Purchase Agreement (Monterey Capital Acquisition Corp)

Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII 10 or Article 7 shall be treated as an adjustment deemed adjustments to the Purchase Price by the parties purchase price for Tax purposes, unless otherwise required by applicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (GXS Worldwide, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII Section 8.06 shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Purchase Agreement (LIVE VENTURES Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII VI or Article IX, or otherwise pursuant to this Agreement shall be treated as an adjustment to the Purchase Price by the parties for income Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Edgar Express, Inc.)

Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to this Article VII VIII shall be treated as an adjustment adjustments to the Purchase Price by the parties for Tax purposes, unless otherwise required by LawPrice.

Appears in 1 contract

Samples: Asset Purchase Agreement (Petrohawk Energy Corp)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII VIII shall be treated as an adjustment to the Purchase Price Final Merger Consideration by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sequential Brands Group, Inc.)

Tax Treatment of Indemnification Payments. Any All indemnification payments made pursuant to ARTICLE VII, ARTICLE VIII or any other provision of this Article VII Agreement shall be treated by the parties as an adjustment to the Purchase Price by the parties Consideration for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (reAlpha Tech Corp.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price Merger Consideration by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Green Thumb Industries Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the aggregate final Purchase Price received by the parties Seller hereunder for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Meridian Bioscience Inc)

Tax Treatment of Indemnification Payments. Any To the extent permitted by Law, any indemnification payments payment made pursuant to this Article ARTICLE VII shall be treated as an adjustment to the Purchase Price by the parties Merger consideration payable hereunder for federal, state, local and foreign income Tax purposes, unless otherwise required by Lawa change in law after the date hereof, a closing agreement with an applicable Taxing Authority or a final judgment of a court of competent jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Altair Engineering Inc.)

Tax Treatment of Indemnification Payments. Any indemnification The Parties shall treat any payments pursuant to under this Article VII shall be treated as an adjustment adjustments to the Purchase Price for all tax purposes to the extent permitted by the parties for Tax purposes, unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Revenue Interest Purchase and Sale Agreement (Roivant Sciences Ltd.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII ARTICLE V shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Orthopediatrics Corp)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price consideration paid by Parent to the Equityholders by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (VistaGen Therapeutics, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII ARTICLE 6 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by LawLaw in which case such indemnification payments shall be grossed-up and paid on an after-tax basis.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TerraForm Power, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII ARTICLE V shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Securities Purchase Agreement (Telanetix,Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII Section 8.05 shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Purchase Agreement (LIVE VENTURES Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII ARTICLE VIII shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Equity Purchase Agreement (Troika Media Group, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Solitron Devices Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII Section 8.02(g) shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase and Contribution Agreement (Hydrofarm Holdings Group, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price Merger Consideration by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Escrow Agreement (Merit Medical Systems Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VII shall be treated as an adjustment to the Purchase Price Merger Consideration by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mimedx Group, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII VIII shall be treated as an adjustment to the Purchase Price Merger Consideration by the parties for Tax purposes, unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medicine Man Technologies, Inc.)

Tax Treatment of Indemnification Payments. Any All indemnification payments made pursuant to this Article VII Section 7 shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by applicable Law.

Appears in 1 contract

Samples: Escrow Agreement

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII VIII shall be treated as an adjustment to the Purchase Price Price, and shall be so treated by the parties parties, for Tax purposes, unless otherwise required by applicable Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Heritage Commerce Corp)

Tax Treatment of Indemnification Payments. Any indemnification payments made pursuant to this Article VII shall X will be treated by the Parties as an adjustment to the Purchase Price by the parties for Tax purposes, purposes unless otherwise required by applicable Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Elutia Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by LawLaw or if deductible by Buyer or by the Company for the Post-Closing Tax Period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price Contribution Amount by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Contribution Agreement (Apricus Biosciences, Inc.)

Tax Treatment of Indemnification Payments. Any All indemnification payments made pursuant to this Article VII 15 shall be treated by the Parties as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by applicable Law.

Appears in 1 contract

Samples: Purchase and Sale Agreement (WPX Energy, Inc.)

Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII shall be treated as an adjustment adjustments to the Purchase Price by aggregate consideration paid to the parties Selling Shareholder for Tax purposes, unless otherwise required by applicable Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Baidu, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII Section 7.11 shall be treated as an adjustment to the Purchase Price Merger Consideration by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GTT Communications, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 7 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Unit Purchase Agreement (Charge Enterprises, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to For all Tax purposes, unless otherwise required by applicable Law, any payment by Buyer or the Sellers under this Article VII VIII or Article X shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by LawPrice.

Appears in 1 contract

Samples: Purchase Agreement (Huron Consulting Group Inc.)

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Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VII shall be treated by the Parties as an adjustment for Tax purposes to the Purchase Price by the parties for Tax purposesTotal Merger Consideration, unless otherwise required by applicable Tax Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tyler Technologies Inc)

Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII VIII shall be treated by the parties hereto as an adjustment to the Purchase Price by the parties Merger Consideration for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 8 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imation Corp)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VII shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gse Systems Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price aggregate purchase price for the Shares by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Us Concrete Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII Section IX shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Asure Software Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall VIII will be treated as an adjustment to the Purchase Price Retirement Amount by the parties Parties and its Affiliates for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Retirement Agreement (CRISPR Therapeutics AG)

Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to this Article VII IX or Article VI shall be treated as an adjustment adjustments to the Purchase Price by Price. In addition, any amount distributed to Buyer in respect of any Target Bonus amounts pursuant to this Article IX shall be treated as adjustments to the parties for Tax purposes, unless otherwise required by LawPurchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Range Resources Corp)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price Merger Consideration by the parties Parties for Tax purposes, unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medicine Man Technologies, Inc.)

Tax Treatment of Indemnification Payments. Any For all purposes hereunder, any indemnification payments made pursuant to this Article VII shall ‎ARTICLE 7 will be treated as an adjustment to the Purchase Pre-Paid Forward Price for tax purposes to the fullest extent permitted by the parties for Tax purposes, unless otherwise required by Lawapplicable law.

Appears in 1 contract

Samples: Forward Contract (UroGen Pharma Ltd.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VII shall be treated as an adjustment to the Purchase Price consideration by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Super League Gaming, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII ARTICLE VIII shall be treated by the Parties as an adjustment for Tax purposes to the Purchase Price by Total Cash Consideration or Total Stock Consideration, based upon the parties for Tax purposessource of the indemnity payment, unless otherwise required by applicable Tax Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tyler Technologies Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 1VI shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tenax Therapeutics, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification All payments made pursuant to this Article VII ARTICLE IX shall be treated as an adjustment adjustments to the Purchase Price by the parties for all Tax purposes, unless otherwise required by applicable Law.

Appears in 1 contract

Samples: Product Purchase Agreement (Aceto Corp)

Tax Treatment of Indemnification Payments. Any Except as otherwise required by applicable Law, the parties shall treat any indemnification payments payment made pursuant to this Article VII shall be treated VIII as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by LawPrice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quixote Corp)

Tax Treatment of Indemnification Payments. Any For all purposes hereunder, any indemnification payments made pursuant to this Article VII shall ARTICLE 7 (Indemnification) will be treated as an adjustment to the Purchase Price by the parties for all applicable Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Roivant Sciences Ltd.)

Tax Treatment of Indemnification Payments. Any indemnification payments made pursuant to this Article VII VIII shall be treated for all Tax purposes as an adjustment adjustments to the Purchase Price by the parties for Tax purposesMerger Consideration, unless otherwise required by applicable Law.

Appears in 1 contract

Samples: Agreement of Merger (On Assignment Inc)

Tax Treatment of Indemnification Payments. Any All indemnification payments made by either party pursuant to this Article VII 13 shall be treated as an adjustment adjustments to the Purchase Price by the parties for Tax purposes, unless otherwise required by LawPrice.

Appears in 1 contract

Samples: Asset Purchase Agreement (First Indiana Corp)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price Closing Cash Consideration by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sterling Construction Co Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII 7 shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Compass Group Diversified Holdings LLC)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to made under this Article VII shall be treated for all tax purposes as an adjustment to the Purchase Price by the parties for Tax purposes, unless except as otherwise required by applicable Law.

Appears in 1 contract

Samples: Rights Agreement (AiAdvertising, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article ARTICLE VII shall be treated as an adjustment to the Purchase Price Merger Consideration by the parties Parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eastside Distilling, Inc.)

Tax Treatment of Indemnification Payments. Any All indemnification payments made pursuant to this Article VII 13 shall be treated as an adjustment to the Purchase Price by the parties as adjustments to the Final Equity Purchase Price for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Debt and Equity Purchase Agreement (Medcath Corp)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to Unless otherwise required under applicable law, any payment made under this Article VII XIII shall be treated by the Parties as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Valeant Pharmaceuticals International, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII shall be treated as an adjustment to the Purchase Price aggregate purchase price for the Equity Interests by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Equity Purchase Agreement (Us Concrete Inc)

Tax Treatment of Indemnification Payments. Any All indemnification payments made (or deemed to be made) with respect to any claim pursuant to this Article VII IV shall be treated by the parties as an adjustment to the Purchase Price by the parties for Tax tax purposes, unless otherwise required by Lawlaw.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Electric Last Mile Solutions, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII ARTICLE X shall be treated as an adjustment to the Purchase Price consideration paid for the Shares by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Star Equity Holdings, Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments made pursuant to this Article VII 7 shall be treated by Purchaser and Seller as an adjustment to the Purchase Price by the parties for Tax purposes, tax purposes unless otherwise required by Lawlaw.

Appears in 1 contract

Samples: Intellectual Property Purchase Agreement (Footstar Inc)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII Section 7.1 shall be treated as an adjustment to the Purchase Price Merger Consideration by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (I3 Verticals, Inc.)

Tax Treatment of Indemnification Payments. Any All indemnification payments made pursuant to Article VII, Article VIII or any other provision of this Article VII Agreement shall be treated by the parties as an adjustment to the Final Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Membership Interest Purchase and License Agreement (Salt Blockchain Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this Article VII Section 6.2 shall be treated as an adjustment to the Purchase Price by the parties Parties for Tax purposes, unless otherwise required by applicable Law.

Appears in 1 contract

Samples: Equity Securities Purchase Agreement (Meridian Waste Solutions, Inc.)

Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII VIII shall be treated as an adjustment adjustments to the Aggregate Purchase Price and the Purchase Price by for the parties applicable Selling Shareholder for Tax purposes, unless otherwise required by applicable Law.

Appears in 1 contract

Samples: Share Purchase Agreement (58.com Inc.)

Tax Treatment of Indemnification Payments. Any indemnification payments payment pursuant to this Article VII Section 5.9 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Newpark Resources Inc)

Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII VIII shall be treated by the parties as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Security National Financial Corp)

Tax Treatment of Indemnification Payments. Any For all purposes hereunder, any indemnification payments made pursuant to this Article VII shall ‎ARTICLE 7 will be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required purposes to the fullest extent permitted by Lawapplicable law.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Avadel Pharmaceuticals PLC)

Tax Treatment of Indemnification Payments. Any All indemnification payments pursuant to made under this Article VII IX shall be treated as an adjustment adjustments to the Aggregate Purchase Price and the Purchase Price by for the parties Selling Shareholder for Tax purposes, unless otherwise required by Lawapplicable Laws.

Appears in 1 contract

Samples: Share Purchase Agreement (Luokung Technology Corp.)

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