Treatment of Indemnification Payments. All amounts paid by the Indemnifying Party to an Indemnified Person under this Article IX shall, to the extent permitted by applicable Law, be treated as adjustments to Purchase Price for all Tax purposes.
Appears in 4 contracts
Samples: Equity Commitment Agreement, Equity Commitment Agreement (Citadel Securities LLC), Equity Commitment Agreement (Goldman Sachs Group Inc)
Treatment of Indemnification Payments. All amounts paid by the an Indemnifying Party to an Indemnified Person under this Article IX VII shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share Purchase Price for all Tax purposes. The provisions of this Article VII are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement.
Appears in 4 contracts
Samples: Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.)
Treatment of Indemnification Payments. All amounts paid by the an Indemnifying Party to an Indemnified Person under this Article IX VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Share Purchase Price for all Tax purposes. The provisions of this Article VIII are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement.
Appears in 3 contracts
Samples: Backstop Commitment Agreement (Parker Drilling Co /De/), Backstop Commitment Agreement (Parker Drilling Co /De/), Backstop Commitment Agreement (Parker Drilling Co /De/)
Treatment of Indemnification Payments. All amounts paid by the an Indemnifying Party to an Indemnified Person under this Article IX VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Per Note Purchase Price for all Tax purposes. The provisions of this Article VIII are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement.
Appears in 3 contracts
Samples: Backstop Commitment Agreement (Weatherford International PLC), Backstop Commitment Agreement (WUS Holding, L.L.C.), Backstop Commitment Agreement (Weatherford International PLC)
Treatment of Indemnification Payments. All amounts paid by the Indemnifying Party Any payments made to an Indemnified Person under Party pursuant to this Article IX shall, 13 shall be treated as an adjustment to the Final Purchase Price for Tax purposes and such treatment shall govern for all purposes hereof except to the extent permitted by that the applicable Law, be treated as adjustments to Purchase Price for all Tax purposesLaws or Taxing Authority of a particular jurisdiction require otherwise.
Appears in 3 contracts
Samples: Asset Purchase Agreement (DISH Network CORP), Asset Purchase Agreement (SPRINT Corp), Asset Purchase Agreement (T-Mobile US, Inc.)
Treatment of Indemnification Payments. All amounts paid by the an Indemnifying Party to an Indemnified Person under this Article IX VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Purchase Price solely for all Tax purposes. The provisions of this Article VIII are an integral part of the transactions contemplated by this Agreement and without these provisions the Commitment Parties would not have entered into this Agreement.
Appears in 3 contracts
Samples: Backstop Commitment Agreement, Collateral Agreement, Backstop Commitment Agreement
Treatment of Indemnification Payments. All amounts paid The Indemnifying Parties agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnifying Party Indemnified Persons pursuant to an Indemnified Person under this Article IX shall, to the extent permitted by applicable Law, be treated as adjustments to Purchase Price the Aggregate Consideration for all Tax purposes, to the maximum extent permitted by Applicable Law.
Appears in 3 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Nvidia Corp), Share Purchase Agreement
Treatment of Indemnification Payments. All amounts paid by the Indemnifying Party to an Indemnified Person under this Article IX VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Purchase Price for all Tax tax purposes.
Appears in 2 contracts
Samples: Restructuring Support Agreement (American Apparel, Inc), Equity Commitment Agreement (American Apparel, Inc)
Treatment of Indemnification Payments. All Any amounts paid by the Indemnifying Party to an Indemnified Person Party under this Article IX shall, to the extent permitted by applicable Law, ARTICLE VIII shall be treated as adjustments an adjustment to the Purchase Price for all applicable Tax purposes, unless otherwise required by Law.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Booz Allen Hamilton Holding Corp)
Treatment of Indemnification Payments. All amounts paid by the an Indemnifying Party to an Indemnified Person under this Article IX shall, to the extent permitted by applicable Law, be treated as adjustments to the Purchase Price solely for all Tax purposes. The provisions of this Article IX are an integral part of the Transaction contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement.
Appears in 1 contract
Samples: Backstop Commitment Agreement (Amc Entertainment Holdings, Inc.)
Treatment of Indemnification Payments. All amounts paid by the Indemnifying Party to an Indemnified Person under this Article IX VIII shall, to the extent permitted by applicable Law, be treated as adjustments to Purchase the Primary Rights Offering Per Share Price for all Tax purposes.
Appears in 1 contract
Samples: Backstop Commitment Agreement (Key Energy Services Inc)
Treatment of Indemnification Payments. All amounts paid by the an Indemnifying Party to an Indemnified Person under this Article IX VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the Purchase Price solely for all Tax purposes. The provisions of this Article VIII are an integral part of the Transaction contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement.
Appears in 1 contract
Samples: Backstop Agreement (Martin Midstream Partners L.P.)
Treatment of Indemnification Payments. All amounts paid by the Indemnifying Party Any payments made to an Indemnified Person under Party pursuant to this Article IX shall, to the extent permitted by applicable Law, VII shall be treated as adjustments an adjustment to the Purchase Price for all Tax purposesand accounting purposes and the parties agree to treat such payments accordingly.
Appears in 1 contract
Samples: Services Agreement (Lydall Inc /De/)
Treatment of Indemnification Payments. All amounts paid by the Indemnifying Party to an Indemnified Person under this Article IX VIII shall, to the extent permitted by applicable Law, be treated as adjustments to the aggregate Purchase Price paid between such parties for all Tax purposes.
Appears in 1 contract
Samples: Equity Commitment Agreement
Treatment of Indemnification Payments. All amounts paid by the Indemnifying Party Any payments made to an Indemnified Person under Party pursuant to this Article IX shall, VIII shall be treated as an adjustment to the Closing Purchase Price for Tax purposes to the extent permitted by applicable Law, be treated as adjustments to Purchase Price for all Tax purposes.
Appears in 1 contract
Samples: Equity Purchase Agreement (Casella Waste Systems Inc)