Common use of Treatment of Indemnity Payments Clause in Contracts

Treatment of Indemnity Payments. All payments made by the Stockholders or Buyer, as the case may be, to or for the benefit of the other parties pursuant to this Article VIII shall be treated as adjustments to the Purchase Price for tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (Perini Corp), Stock Purchase and Sale Agreement (Esco Technologies Inc)

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Treatment of Indemnity Payments. All payments made by the Stockholders Member or Buyer, as the case may be, to or for the benefit of the other parties pursuant to this Article VIII VII shall be treated as adjustments to the Purchase Price Consideration for tax Tax purposes, and such agreed treatment shall govern for purposes of this AgreementAgreement unless otherwise required by Law.

Appears in 1 contract

Samples: Securities Purchase Agreement (Zebra Technologies Corp)

Treatment of Indemnity Payments. All Unless otherwise required by applicable Law, all payments made by the Stockholders Seller or BuyerPurchaser, as the case may be, to or for the benefit of the other parties Parties pursuant to this Article VIII 8 shall be treated as adjustments to the Final Purchase Price for tax Tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (SunOpta Inc.)

Treatment of Indemnity Payments. All payments (a) made by the Stockholders Seller pursuant to Subsections 5(k)(i) above, or (b) made by Seller or Buyer, as the case may be, to or for the benefit of the other parties party pursuant to any indemnification obligations under this Article VIII shall Agreement, will be treated as adjustments to the Purchase Price for tax purposes, Tax purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Island Pacific Inc)

Treatment of Indemnity Payments. All payments made by the Stockholders or Buyer, as the case may be, to or for the benefit of the other parties pursuant to this Article VIII VII shall be treated as adjustments to the Purchase Price Merger Consideration for tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dividend Capital Trust Inc)

Treatment of Indemnity Payments. All payments (a) made by the Stockholders Company pursuant to Section 6.10 above, or (b) made by Company or Buyer, as the case may be, to or for the benefit of the other parties party pursuant to any indemnification obligations under this Article VIII shall Agreement, will be treated as adjustments to the Purchase Price for tax purposes, Tax purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teraforce Technology Corp)

Treatment of Indemnity Payments. All payments made by the Stockholders Sellers or Buyer, as the case may be, to or for the benefit of the other parties pursuant to Article 6 or this Article VIII 8 shall be treated as adjustments to the Purchase Price for tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GT Solar International, Inc.)

Treatment of Indemnity Payments. All payments made by the Stockholders Seller Parties or Buyer, as the case may be, to or for the benefit of the other parties pursuant to this Article VIII VII shall be treated as adjustments to the Purchase Price Consideration for tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Appears in 1 contract

Samples: Partnership Interest Purchase Agreement (Liberty Property Limited Partnership)

Treatment of Indemnity Payments. All payments The Selling Stockholders and the Purchaser agree to treat any indemnity payment made by the Stockholders or Buyer, as the case may be, to or for the benefit of the other parties pursuant to this Article VIII shall be treated as adjustments an adjustment to the Purchase Price for tax all purposes, and such agreed treatment shall govern for purposes of this Agreementincluding relating to income Taxes.

Appears in 1 contract

Samples: Stock Purchase Agreement (DXP Enterprises Inc)

Treatment of Indemnity Payments. All payments made by ------------------------------- the Stockholders Seller or Buyerthe Purchaser, as the case may be, to or for the benefit of the other parties party pursuant to any indemnification obligations under this Article VIII Agreement shall be treated as adjustments to the Purchase Price purchase price for tax purposes, Tax purposes and such agreed treatment shall govern for purposes of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Central Garden & Pet Company)

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Treatment of Indemnity Payments. All payments made by the Stockholders or Buyer, as the case may be, on behalf of SELLERs to or for the benefit of the other parties Holdings Indemnitees pursuant to this Article VIII ARTICLE 8 shall be treated as adjustments to the 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: Contribution and Sale Agreement (Verus International, Inc.)

Treatment of Indemnity Payments. All payments made by the Stockholders Members or Buyer, as the case may be, to or for the benefit of the other parties pursuant to this Article VIII shall be treated as adjustments to the Purchase Price for tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (National Research Corp)

Treatment of Indemnity Payments. All payments made by the Stockholders Seller Parties or Buyer, as the case may be, to or for the benefit of the other parties pursuant to this Article VIII VII shall be treated as adjustments to the Purchase Price Consideration for tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Appears in 1 contract

Samples: Interest Purchase Agreement (Blackstone Real Estate Income Trust, Inc.)

Treatment of Indemnity Payments. All payments made by the Stockholders Seller or Buyer, Buyer as the case may be, to or for the benefit of the other parties party hereto pursuant to this Article VIII IX or Section 2.10(e) shall be treated as adjustments to the Purchase Price for tax purposespurposes (“Escrow Adjustment Amount”), and such agreed treatment shall govern for purposes of this Agreement, unless otherwise required pursuant to a determination within the meaning of Section 1313 of the Code.

Appears in 1 contract

Samples: Asset Purchase Agreement (NMS Communications Corp)

Treatment of Indemnity Payments. All payments made by the Stockholders Sellers or Buyer, as the case may be, to or for the benefit of the other parties pursuant to this Article VIII VII shall be treated as adjustments to the Purchase Price for tax purposes, and such agreed treatment shall govern for purposes of this Agreement, provided, however, if Sellers are required to pay indemnity claims in excess of the Purchase Price, such excess payments shall not be treated as adjustments to the Purchase Price.

Appears in 1 contract

Samples: Share Purchase and Sale Agreement (Hirsch International Corp)

Treatment of Indemnity Payments. All payments made by the Stockholders Sellers or Buyer, as the case may be, to or for the benefit of the other parties pursuant to this Article VIII 7 shall be treated as adjustments to the Purchase Price purchase price for tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Appears in 1 contract

Samples: Interest Purchase and Sale Agreement (Firstcity Financial Corp)

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