Common use of Tax Treatment of Indemnification Clause in Contracts

Tax Treatment of Indemnification. Unless otherwise required by Law, for all Tax purposes the parties hereto 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, and no party shall take any position inconsistent with such characterization.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Aveta Inc), Purchase Agreement (Medical Properties Trust Inc)

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Tax Treatment of Indemnification. Unless otherwise required by LawFor all tax purposes, for all Tax purposes the parties hereto Parties 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, and no party shall take any position inconsistent with such characterizationTransaction Consideration.

Appears in 1 contract

Samples: Acquisition Agreement (PRGX Global, Inc.)

Tax Treatment of Indemnification. Unless otherwise required by Law, for For all Tax purposes purposes, the parties hereto Indemnified Parties and the Indemnifying Parties 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 Pricepurchase price unless, and no party shall take any position inconsistent with such characterizationthen solely to the extent that, a Final Determination provides otherwise.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Towers Watson & Co.)

Tax Treatment of Indemnification. Unless otherwise required by Law, for For all Tax purposes purposes, the parties hereto 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, and no party shall take any position inconsistent with such characterization.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Progenics Pharmaceuticals Inc)

Tax Treatment of Indemnification. Unless otherwise required by LawFor all tax purposes, for all Tax purposes the parties hereto 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, and no party shall take any position inconsistent with such characterization.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clinical Data Inc)

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Tax Treatment of Indemnification. Unless otherwise required by Law, for For all Tax purposes purposes, the parties hereto Parties 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, and no party shall take any position inconsistent with such characterizationexcept as otherwise required by applicable Laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Omnicare Inc)

Tax Treatment of Indemnification. Unless otherwise required by LawFor all U.S. federal and applicable state and local Tax purposes, for all Tax purposes the parties hereto 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, and no party shall take any position inconsistent with such characterizationPrice to the greatest extent permitted under applicable Law.

Appears in 1 contract

Samples: Purchase Agreement (Smartfinancial Inc.)

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