Common use of Treatment of Indemnification Payments Clause in Contracts

Treatment of Indemnification Payments. Buyer and Seller agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article IX as adjustments to the Aggregate Consideration for all Tax purposes to the maximum extent permitted by Applicable Law.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Shutterfly Inc)

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Treatment of Indemnification Payments. Buyer Purchaser, the Equityholders’ Representative and Seller the Selling Securityholders agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article IX as adjustments to the Aggregate Total Consideration payable or issuable for the Purchased Shares for all Tax purposes purposes, to the maximum extent permitted by Applicable Law.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Grail, Inc.), Stock Purchase Agreement (Grail, Inc.)

Treatment of Indemnification Payments. Buyer The Seller and Seller Acquiror agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article IX 11 as adjustments to the Aggregate Total Consideration for all Tax purposes tax purposes, to the maximum extent permitted by Applicable Law.

Appears in 2 contracts

Samples: Share Purchase Agreement (Medigus Ltd.), Share Purchase Agreement (ParaZero Technologies Ltd.)

Treatment of Indemnification Payments. Buyer and Seller agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article IX as adjustments to the Aggregate Consideration Purchase Price for all Tax purposes to the maximum extent permitted by Applicable Law.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Eventbrite, Inc.)

Treatment of Indemnification Payments. Buyer Purchaser and Seller the Sellers agree to treat (and cause their respective Affiliates to treat) any indemnification payment received by the Indemnified Persons made pursuant to this Article IX Agreement, including the Tax Indemnity Amount specified in Section 6.6(a)(ii), as adjustments an adjustment to the Aggregate Consideration Purchase Price for all Tax purposes to the maximum extent permitted purposes, unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Purchase Agreement (TransUnion)

Treatment of Indemnification Payments. Buyer Buyer, each Seller and the Seller Representative agree to treat (and cause their respective Affiliates to treat) any each indemnification payment received by the Indemnified Persons pursuant to this Article IX VII as adjustments an adjustment to the Aggregate Consideration Purchase Price for all Tax purposes and shall take no position contrary thereto unless required to the maximum extent permitted do so by Applicable applicable Tax Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Parametric Technology Corp)

Treatment of Indemnification Payments. Buyer The Shareholder and Seller Acquiror agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons Parties pursuant to this Article IX 8 as adjustments to the Aggregate Consideration for all Tax purposes purposes, to the maximum extent permitted by Applicable Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Ceva Inc)

Treatment of Indemnification Payments. Buyer Acquirer and Seller the Sellers agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons or any offset against the Additional Consideration payment(s) by Acquirer pursuant to this Article IX as adjustments to the Aggregate Consideration for all Tax purposes to the maximum extent permitted by Applicable Law.

Appears in 1 contract

Samples: Non Competition Agreement (Chegg, Inc)

Treatment of Indemnification Payments. Buyer Purchaser and Seller agree to treat (and cause their respective Affiliates affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article IX 10 as adjustments to the Aggregate Total Share Purchase Consideration for all Tax purposes tax purposes, to the maximum extent permitted by Applicable applicable Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Synchronoss Technologies Inc)

Treatment of Indemnification Payments. Buyer and Seller agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article IX as adjustments to the Aggregate Consideration Purchase Price for all Tax purposes to the maximum extent permitted by Applicable Law.. ARTICLE X

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Pandora Media, Inc.)

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Treatment of Indemnification Payments. Buyer Buyer, Seller and each Seller Owner agree to treat (and cause their respective Affiliates to treat) any each indemnification payment received by the Indemnified Persons pursuant to this Article IX VII as adjustments an adjustment to the Aggregate Consideration Purchase Price for all Tax purposes and shall take no position contrary thereto unless required to do so by applicable Tax Law pursuant to a determination as defined in Section 1313(a) of the maximum extent permitted by Applicable LawCode.

Appears in 1 contract

Samples: Stock Purchase Agreement (PTC Inc.)

Treatment of Indemnification Payments. Buyer Seller and Seller Acquiror agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article IX 12 as adjustments to the Aggregate Total Share Purchase Consideration for all Tax purposes purposes, to the maximum extent permitted by Applicable Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Tribune Media Co)

Treatment of Indemnification Payments. Buyer Unless otherwise required by Applicable Law, Seller and Seller agree to Purchaser shall treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons Purchaser pursuant to this Article IX as adjustments an adjustment to the Aggregate Consideration Purchase Price for all applicable Income Tax purposes to the maximum extent permitted purposes, unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Shutterstock, Inc.)

Treatment of Indemnification Payments. The Seller Group Parties and Buyer and Seller agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article IX 11 as adjustments to the Aggregate Consideration Purchase Price for all Tax purposes to the maximum extent permitted tax purposes, except as otherwise required by Applicable Law.

Appears in 1 contract

Samples: Purchase Agreement (Coupa Software Inc)

Treatment of Indemnification Payments. Buyer Purchaser and Seller agree to treat (and cause their respective Affiliates to treat) any payment payments received by the Indemnified Persons pursuant to this Article IX Section 5.15, Section 5.4(b) or Section 8.2 as adjustments to the Aggregate Consideration Purchase Price for all Tax purposes to the maximum extent permitted purposes, unless otherwise required by Applicable Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Newell Rubbermaid Inc)

Treatment of Indemnification Payments. Seller and Buyer and Seller agree to treat (and cause their respective Affiliates affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article IX VIII as adjustments to the Aggregate Consideration Purchase Price for all Tax purposes tax purposes, to the maximum extent permitted by Applicable Law.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Everbridge, Inc.)

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