Treatment of Indemnity Payments. All payments made by the Sellers or the Buyer, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall be treated as adjustments to the consideration for Tax purposes, and such agreed treatment shall govern for purposes of this Agreement.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Meditrust Corp), Stock Purchase Agreement (Club Corp International), Stock Purchase Agreement (Club Corp International)
Treatment of Indemnity Payments. All payments made by the Sellers or the BuyerPurchaser, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement (including without limitation, pursuant to Article IX hereof) shall be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall govern for purposes of this Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (Garden State Newspapers Inc)
Treatment of Indemnity Payments. All payments made by the Sellers or the Buyer, as the case may be, Seller to or for the benefit of the other party Buyer pursuant to any indemnification obligations under this Agreement shall Agreement, will be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by law.
Appears in 3 contracts
Samples: Asset Purchase Agreement (I Many Inc), Asset Purchase Agreement (Roxio Inc), Asset Purchase Agreement (Neoforma Inc)
Treatment of Indemnity Payments. All payments made by the Sellers or the Buyer, as the case may be, to or for the benefit of the other party Purchasers pursuant to any indemnification obligations under this Agreement shall Agreement, will be treated as adjustments to the consideration purchase price for Tax purposes, purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by Applicable Law.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Remec Inc), Asset Purchase Agreement (Powerwave Technologies Inc)
Treatment of Indemnity Payments. All payments (i) made by the Sellers Seller pursuant to clause (a) above, or the Buyer, as the case may be, to or for the benefit of the other party Purchaser pursuant to any indemnification obligations under this Agreement shall Agreement, will be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by law.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Astro Med Inc /New/), Asset Purchase Agreement (Astro Med Inc /New/)
Treatment of Indemnity Payments. All payments made by the Sellers Seller or the BuyerPurchaser, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall Agreement, will be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by law.
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Treatment of Indemnity Payments. All The Seller and the Purchaser agree (to the extent permitted by applicable Law) to treat all payments made by the Sellers or the Buyer, as the case may be, either party to or for the benefit of the other party pursuant to under any indemnification obligations under indemnity provisions of this Agreement shall be treated and for any misrepresentations or breach of warranties or covenants as adjustments to the consideration Purchase Price for Tax purposes, purposes and that such agreed treatment shall govern for all purposes of this Agreementhereof.
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Treatment of Indemnity Payments. All payments made by on behalf of Seller out of the Sellers or the Buyer, as the case may be, Indemnity Escrow Amount to or for the benefit of the other party Buyer Indemnitees pursuant to any indemnification obligations under this Agreement Article 7 shall be treated as adjustments to the consideration Purchase Price for Tax tax purposes, unless otherwise required by Law, and such agreed treatment shall govern for purposes of this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Exela Technologies, Inc.)
Treatment of Indemnity Payments. All payments made by the Sellers Seller or the BuyerPurchaser, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall govern for purposes of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ebenx Inc)
Treatment of Indemnity Payments. All payments made by the Sellers Seller or the BuyerPurchaser, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall govern for purposes of this Agreement, unless otherwise required by law.
Appears in 1 contract
Treatment of Indemnity Payments. All indemnification payments made by the Sellers or the Buyer, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall be treated as adjustments to the consideration Purchase Price for Tax tax purposes, and such agreed treatment shall govern for purposes of this Agreement.
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Treatment of Indemnity Payments. All payments (i) made by the Sellers pursuant to clause (a) above, or the Buyer, as the case may be, to or for the benefit of the other party Purchaser pursuant to any indemnification obligations under this Agreement shall Agreement, will be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by law.
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Treatment of Indemnity Payments. All payments made by the Sellers or the Buyer, as the case may be, Seller to or for the benefit of the other party Buyer, EPB or their Affiliates pursuant to any indemnification obligations under this Agreement shall Agreement, will be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by Legal Requirement.
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Treatment of Indemnity Payments. All For all Tax purposes, Seller and Purchaser shall treat, and shall cause their respective Affiliates to treat, all indemnity payments made by the Sellers or the Buyer, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall be treated Agreement, as adjustments to the consideration for Purchase Price to the extent permitted under applicable Tax purposes, and such agreed treatment shall govern for purposes of this AgreementLaw.
Appears in 1 contract
Samples: Master Asset Purchase Agreement (Ashland Global Holdings Inc)
Treatment of Indemnity Payments. All payments made by on behalf of Seller out of the Sellers or the Buyer, as the case may be, Indemnity Escrow Amount to or for the benefit of the other party Buyer Indemnitees pursuant to any indemnification obligations under this Agreement Article 9 shall be treated as adjustments to the consideration Purchase Price for Tax purposes, unless otherwise required by Law, and such agreed treatment shall govern for purposes of this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Compass Diversified Holdings)
