Common use of Tax Treatment of Indemnification Clause in Contracts

Tax Treatment of Indemnification. For all Tax purposes, Acquiror and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, a Final Determination provides otherwise.

Appears in 5 contracts

Samples: Transaction Agreement (Capital Park Holdings Corp.), Transaction Agreement (Inter Parfums Inc), Transaction Agreement

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Tax Treatment of Indemnification. For all Tax purposes, Acquiror The Seller and Seller the Purchasers agree to treat (and shall cause each of their respective affiliates to treat) any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, Purchase Price unless a Final Determination final determination (which shall include execution of an IRS Form 870-AD or successor form) provides otherwise.

Appears in 3 contracts

Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Ormat Funding Corp.), Sale and Purchase Agreement (Ormat Funding Corp.)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to Cash Payments unless a final determination of a Taxing Authority (which shall include the extent that, a Final Determination execution of an IRS Form 870-AD or successor form) provides otherwise.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dova Pharmaceuticals, Inc.), Stock Purchase Agreement (Dova Pharmaceuticals, Inc.)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to Purchase Price unless a final determination (which shall include the extent that, a Final Determination execution of an IRS Form 870-AD or successor form) provides otherwise.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Potlatchdeltic Corp), Purchase Agreement (Oxford Immunotec Global PLC)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unlessPurchase Price for Tax purposes, unless otherwise required as the result of a determination by a Taxing Authority (within the meaning of Section 1313 of the Code and then solely to the extent thatsimilar provisions under state, a Final Determination provides otherwiselocal or foreign Tax Law).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Laureate Education, Inc.), Membership Interest Purchase Agreement (Adtalem Global Education Inc.)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, a Final Determination provides otherwiseunless otherwise required by law.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Forma Therapeutics Holdings, Inc.,), Asset Purchase Agreement (Merit Medical Systems Inc)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat any adjustments to amounts paid under this Agreement and any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to Purchase Price unless a final determination of a Taxing Authority (which shall include the extent that, a Final Determination execution of an IRS Form 870-AD or successor form or an HMRC Enquiry Closure Notice form) provides otherwise.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Athenex, Inc.)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller Sellers agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, a Final Determination provides otherwisePurchase Price unless otherwise required by applicable Law.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (LivaNova PLC), Stock and Asset Purchase Agreement (LivaNova PLC)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, a Final Determination provides otherwisePurchase Price.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Milacron Inc), Stock Purchase Agreement (Kennametal Inc)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to for the extent that, a Final Determination provides otherwiseShares.

Appears in 2 contracts

Samples: Share Purchase and Sale Agreement (Ibasis Inc), Share Purchase and Sale Agreement (Koninklijke KPN N V)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and the Seller Parties agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to Adjusted Purchase Price unless a final determination of a Taxing Authority (which shall include the extent that, a Final Determination execution of an IRS Form 870-AD or successor form) provides otherwise.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lannett Co Inc)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchasers and Seller Vitro agree to treat (and shall cause each of their respective Affiliates to treat) any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, Purchase Price unless a Final Determination final determination provides otherwise.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vitro Sa De Cv)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror the Purchasers and Seller the Vendors agree to treat (and shall cause each of their respective Affiliates to treat) any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, a Final Determination provides otherwisePurchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alliance Semiconductor Corp /De/)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to Purchase Price unless a final determination (which shall include the extent that, a Final Determination execution of an IRS Form 870 or Form 870-AD or successor form) provides otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clarient, Inc)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Seller and Seller agree Purchaser shall treat (and shall cause each of their respective Affiliates to treat treat) any indemnity payment under this Agreement and any payment pursuant to Section 2.4(c) as an adjustment to the purchase price unlessFinal Purchase Price unless a final determination by the IRS or other applicable Taxing Authority (which must include, and then solely to in the extent thatcase of the IRS, a Final Determination the execution of an IRS Form 870-AD or successor form) provides otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (B&G Foods, Inc.)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat (and shall cause each of their respective affiliates to treat) any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to Final Purchase Price unless a final determination by the extent that, a Final Determination U.S. Internal Revenue Service (the “IRS”) (which determination shall include the execution of an IRS Form 870-AD or successor form) or the applicable Taxing Authority provides otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Foods Inc.)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and the Seller Parties agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to consideration hereunder unless a final determination of a Taxing Authority (which shall include the extent that, a Final Determination execution of an IRS Form 870-AD or successor form) provides otherwise.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lannett Co Inc)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, Purchase Price unless a Final Determination final determination of a Taxing Authority provides otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Acorda Therapeutics Inc)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and the Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, Cash Consideration unless otherwise required by applicable Law or good faith resolution of a Final Determination provides otherwiseTax contest.

Appears in 1 contract

Samples: Share Purchase Agreement (Clarivate Analytics PLC)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat (and shall cause each of their respective affiliates to treat) any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to Final Purchase Price unless a final determination by the extent that, a Final Determination IRS or other applicable Taxing Authority provides otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (B&G Foods, Inc.)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat (and shall cause each of their respective affiliates to treat) any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, a Final Determination provides otherwisePurchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement (Neustar Inc)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Buyer and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unlessPurchase Price unless otherwise required pursuant to a “determination” under Section 1313(a) of the Code (or corresponding provision of state, and then solely to the extent that, a Final Determination provides otherwiselocal or non-U.S. Tax Laws).

Appears in 1 contract

Samples: Asset Purchase Agreement (Emerald Holding, Inc.)

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Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat any indemnity payment made under this Agreement as an adjustment to the purchase price unlessPurchase Price, and then solely unless otherwise required pursuant to a final “determination” within the extent thatmeaning of Section 1313(a) of the Code (or any analogous provision of state, a Final Determination provides otherwiselocal or non-U.S. Tax Law).

Appears in 1 contract

Samples: Asset Purchase Agreement (Erytech Pharma S.A.)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror the Buyer and Seller the Sellers agree to treat (and shall cause each of their respective Affiliates to treat) any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to Purchase Price unless a final determination (which shall include the extent that, a Final Determination execution of an IRS Form 870-AD or successor form) provides otherwise.. 52 Back to Table of Contents

Appears in 1 contract

Samples: Asset Purchase Agreement (American Retirement Corp)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely Global Purchase Price to the fullest extent that, a Final Determination provides otherwisepermitted by applicable Law.

Appears in 1 contract

Samples: Transaction Agreement (Equinix Inc)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unlessPurchase Price unless a final determination (which shall include the execution of an IRS Form 870-AD or successor form, and then solely to the extent that, a Final Determination applicable) provides otherwise.

Appears in 1 contract

Samples: Stock Purchase Agreement (Milacron Inc)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unlessCash Purchase Price, and then solely except to the extent that, a Final Determination provides otherwiseotherwise required by applicable Law.

Appears in 1 contract

Samples: Transaction Agreement (Aci Worldwide, Inc.)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat (and shall cause each of their respective affiliates to treat) any indemnity payment under this Agreement as an adjustment to the purchase price unlessFinal Purchase Price unless a final determination by the relevant Taxing Authority (which shall include, and then solely to in the extent thatcase of the Internal Revenue Service (the “IRS”), a Final Determination the execution of an IRS Form 870-AD or successor form) provides otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (McCormick & Co Inc)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat (and shall cause each of their respective affiliates to treat) any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to Final Purchase Price unless a final determination (which shall include the extent that, a Final Determination execution of an IRS Form 870-AD or successor form) provides otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Church & Dwight Co Inc /De/)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price Closing Purchase Price unless, and then solely to the extent that, a Final Determination provides otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cooper-Standard Holdings Inc.)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat (and shall cause each of their respective Affiliates to treat) any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, Final Purchase Price unless a Final Determination final determination provides otherwise.

Appears in 1 contract

Samples: Stock Purchase Agreement (TAL International Group, Inc.)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat (and shall cause each of their respective affiliates to treat) any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to Final Purchase Price unless (i) otherwise required by Applicable Law or (ii) a final determination by the extent that, a Final Determination U.S. Internal Revenue Service (the “IRS”) (which determination shall include the execution of an IRS Form 870-AD or successor form) or the applicable Taxing Authority provides otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hormel Foods Corp /De/)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat (and will cause each of their respective affiliates to treat) any indemnity payment under this Agreement as an adjustment to the purchase price unlessPurchase Price unless a final determination by the U.S. Internal Revenue Service (the “IRS”) (which determination will include the execution of an IRS Form 870, and then solely to Form 870-AD or successor forms) or the extent that, a Final Determination applicable Taxing Authority provides otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (B&G Foods, Inc.)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree shall treat (and shall cause each of their respective Affiliates to treat treat) any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to Final Purchase Price unless a final determination by the extent that, a Final Determination U.S. Internal Revenue Service (the “IRS”) (which determination will include the execution of an IRS Form 870‑AD or successor form) or the applicable Taxing Authority provides otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Target Corp)

Tax Treatment of Indemnification. For all Tax purposes, Acquiror Purchaser and Seller agree to treat (and shall cause each of their respective affiliates to treat) any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to Purchase Price unless a final determination (which shall include the extent that, a Final Determination execution of an IRS Form 870-AD or successor form) provides otherwise.

Appears in 1 contract

Samples: Asset Purchase Agreement (Harvard Bioscience Inc)

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