Common use of Tax Treatment of Indemnity Payments Clause in Contracts

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to treat any payments made pursuant to this Article VIII as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.

Appears in 5 contracts

Samples: Gp Purchase Agreement (CST Brands, Inc.), Unit Exchange Agreement (Vanguard Natural Resources, LLC), Gp Purchase Agreement (CrossAmerica Partners LP)

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Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties hereto and each Indemnified Party and Indemnitor agree to treat any payments indemnity payment made pursuant to this Article VIII IX as adjustments an adjustment to the Purchase Price for all federal federal, state, local and state foreign income and franchise Tax purposespurposes unless a contrary treatment is required under applicable Law.

Appears in 4 contracts

Samples: Unit Purchase Agreement (Gannett Co Inc /De/), Unit Purchase Agreement (Graham Holdings Co), Unit Purchase Agreement (A. H. Belo Corp)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to treat any payments made pursuant to this Article VIII IX as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.

Appears in 3 contracts

Samples: Purchase Agreement (Vanguard Natural Resources, LLC), Purchase Agreement, Purchase Agreement (Denbury Resources Inc)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to treat any payments made pursuant to this Article VIII VII as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.

Appears in 3 contracts

Samples: Idr Purchase Agreement (CST Brands, Inc.), Purchase Agreement (CNX Resources Corp), Idr Purchase Agreement (CrossAmerica Partners LP)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments indemnity payment made pursuant to this Article VIII as adjustments an adjustment to the Purchase Price Consideration for all federal U.S. federal, state, local and state income and franchise non-U.S. Tax purposes, except to the extent required by applicable Law following a Final Determination.

Appears in 3 contracts

Samples: Contribution Agreement (TerraForm Power, Inc.), Contribution Agreement (TerraForm Power, Inc.), Contribution Agreement

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The parties hereto and each Indemnified Party and Indemnifying Party agree to treat any payments indemnity payment made pursuant to this Article VIII IX as adjustments an adjustment to the Purchase Price for all federal federal, state, local and state foreign income and franchise Tax purposestax purposes unless a contrary treatment is required under applicable Law.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Soy Energy, LLC), Asset Purchase Agreement (Renewable Energy Group, Inc.), Agreement for Purchase and Sale (Renewable Energy Group, Inc.)

Tax Treatment of Indemnity Payments. Each Party, Any payments made to any Party pursuant to this Article VIII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by the Parties on their Tax Returns to the extent permitted by applicable Law, agrees to treat any payments made pursuant to this Article VIII as adjustments to the Purchase Price for all federal and state income and franchise Tax purposesLegal Requirements.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Mallinckrodt PLC), Asset Purchase Agreement (Bluebird Bio, Inc.)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted Except as required by applicable Lawlaw, agrees to the Parties shall treat any payments made indemnification payment or amount paid pursuant to this Article VIII XIV as adjustments an adjustment to the Purchase Price for all federal and applicable state and local income and franchise Tax purposes.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CorEnergy Infrastructure Trust, Inc.), Purchase and Sale Agreement (Energy XXI LTD)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments indemnity payment made pursuant to this Article VIII as adjustments an adjustment to the Purchase Price purchase price for all federal federal, state, local and state foreign income and franchise Tax purposes, except as otherwise required by applicable Law.

Appears in 2 contracts

Samples: Stock Purchase Agreement (CEB Inc.), Unit Purchase Agreement (Radian Group Inc)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments indemnity payment made pursuant to this Article ARTICLE VIII or Section 6.4 as adjustments an adjustment to the Purchase Price purchase price for all federal federal, state, local and state foreign income and franchise Tax purposes.. 8.8

Appears in 1 contract

Samples: Version 1 Stock Purchase Agreement by And (TrueBlue, Inc.)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties hereto agree to treat any payments indemnity payment made pursuant to this Article VIII VII as adjustments an adjustment to the Final Purchase Price for all federal and state income and franchise applicable Tax purposes, except to the extent required by applicable Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nn Inc)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments indemnity payment made pursuant to this Article VIII ARTICLE VII as adjustments an adjustment to the Purchase Price for all federal and state income and franchise Tax tax purposes.

Appears in 1 contract

Samples: Asset Purchase Agreement (Quanex Building Products CORP)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties hereto agree to treat any all payments made pursuant to this Article ARTICLE VIII as adjustments to the Purchase Price for all federal Tax purposes and state income and franchise Tax purposesthat such treatment shall govern for purposes hereof, except to the extent inconsistent with the laws of a particular jurisdiction.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bluebird Bio, Inc.)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any indemnity payments made pursuant to this Article VIII V as adjustments an adjustment to the Purchase Price for all federal and state income and franchise Tax purposes.

Appears in 1 contract

Samples: Asset Purchase Agreement (Endurance International Group Holdings, Inc.)

Tax Treatment of Indemnity Payments. Each PartyThe Parties agree to treat any indemnity payment made pursuant to this ARTICLE VII as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes to the extent permitted by applicable Applicable Law, agrees to treat any payments made pursuant to this Article VIII as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.

Appears in 1 contract

Samples: Purchase and Sale Agreement (VEREIT Operating Partnership, L.P.)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to treat any payments made pursuant to this Article VIII VI as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.

Appears in 1 contract

Samples: Purchase Agreement (Western Refining, Inc.)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The parties agree to treat any payments indemnity payment made pursuant to this Article VIII as adjustments an adjustment to the Purchase Price consideration paid under this Agreement for all federal and state income and franchise Tax purposes.

Appears in 1 contract

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

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to The Parties shall treat any payments made indemnification payment or amount paid pursuant to this Article VIII IX as adjustments an adjustment to the Purchase Price for all U.S. federal and applicable state and local income and franchise Tax purposespurposes unless otherwise required by applicable Legal Requirements.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Frank's International N.V.)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The parties agree to treat any payments indemnity payment made pursuant to under this Article VIII ARTICLE VII or ARTICLE IX as adjustments an adjustment to the Purchase Price for all federal federal, state, local and state income and franchise foreign Tax purposes, and the parties agree to, and shall cause their respective Affiliates to, file their Tax Returns accordingly.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nuance Communications, Inc.)

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Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments indemnity payment made pursuant to this Article VIII as adjustments an adjustment to the Purchase Price purchase price for all federal federal, state, local and state foreign income and franchise Tax tax purposes.

Appears in 1 contract

Samples: Exchange Agreement (Ecoark Holdings, Inc.)

Tax Treatment of Indemnity Payments. Each Partyparty, to the extent permitted by applicable Lawlaw, agrees to treat any payments made pursuant to this Article VIII IX as adjustments to the Purchase Price for all federal and state income and franchise Tax tax purposes.

Appears in 1 contract

Samples: Purchase Agreement (BreitBurn Energy Partners L.P.)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments indemnity payment made pursuant to this Article VIII IX as adjustments an adjustment to the Purchase Price for all U.S. federal and state income and franchise Tax purposes.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (AppTech Payments Corp.)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any indemnity payments made pursuant to this Article VIII V or otherwise pursuant to this Agreement as adjustments an adjustment to the Purchase Price for all federal and state income and franchise Tax purposes.

Appears in 1 contract

Samples: Asset Purchase Agreement (Martin Midstream Partners Lp)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The Parties agree to treat any payments made pursuant to this Article VIII III and Sections 2.01(a) and 2.06 as adjustments an adjustment to the Purchase Price for all federal and state income and franchise applicable Tax purposes, except as otherwise required by applicable Law or pursuant to a Final Determination.

Appears in 1 contract

Samples: Tax Matters Agreement (Moodys Corp /De/)

Tax Treatment of Indemnity Payments. Each Partyparty, to the extent permitted by applicable Lawlaw, agrees to treat any payments made pursuant to this Article VIII 7 as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.. ARTICLE 8

Appears in 1 contract

Samples: Stock Purchase Agreement (Basic Energy Services Inc)

Tax Treatment of Indemnity Payments. Each Partyparty, to the extent permitted by applicable Lawlaw, agrees to treat any payments made pursuant to this Article VIII IX as adjustments to the Purchase Price for all federal and state income and franchise Tax purposes.

Appears in 1 contract

Samples: Purchase Agreement (BreitBurn Energy Partners L.P.)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to treat any payments made pursuant to this Article VIII as adjustments to the Initial Purchase Price, the Secondary Purchase Price or both, as applicable, in each case for all federal and state income and franchise Tax purposes.

Appears in 1 contract

Samples: Partially Conditional Purchase Agreement (Arc Logistics Partners LP)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees The parties hereto agree to treat any payments indemnity payment made pursuant to this Article VIII VII as adjustments an adjustment to the Final Purchase Price for all federal and state income and franchise applicable Tax purposes, except to the extent required by applicable Law.

Appears in 1 contract

Samples: Purchase Agreement (Nn Inc)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Lawlaw, agrees to treat any payments made pursuant to this Article VIII 8 as adjustments to the Purchase Price consideration payable for the Interests for all federal and state income and franchise Tax purposes.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Lufkin Industries Inc)

Tax Treatment of Indemnity Payments. Each Party, to the extent permitted by applicable Law, agrees to The Parties shall treat any payments made pursuant to this Article VIII IX as adjustments to the Purchase Price for all federal and state income and franchise Tax purposespurposes as appropriate or required under law.

Appears in 1 contract

Samples: Securities Purchase Agreement (GreenHunter Energy, Inc.)

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