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 (Ubs Ag), Equity Commitment Agreement (Goldman Sachs Group Inc), Equity Commitment Agreement (Citadel Securities LLC)
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 4 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 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, Backstop Commitment Agreement, Collateral Agreement
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 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 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 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 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 Commitment Parties would not have entered into this Agreement.
Appears in 1 contract
Samples: Backstop and Private Placement Agreement (Party City Holdco 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 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 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 Purchase Price the Merger Consideration 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 Parent and Merger Sub would not have entered into this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AppTech Payments Corp.)
