Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 or Section 7.3 shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes to the extent permitted by applicable Law.
Appears in 2 contracts
Sources: Share Purchase Agreement (C&F International Holdings LTD), Share Purchase Agreement (C&F International Holdings LTD)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 9.2 or Section 7.3 9.3 hereof shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes Cash Distribution to the maximum extent permitted by applicable Tax Law.
Appears in 2 contracts
Sources: Contribution Agreement (Spectra Energy Corp.), Contribution Agreement
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 or 8.2 and Section 7.3 8.3 shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 2 contracts
Sources: Stock Purchase Agreement (NXP Manufacturing (Thailand) Co., Ltd.), Stock Purchase Agreement (Koninklijke Philips Electronics Nv)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 or Section 7.3 hereof shall be treated as adjustments to the Purchase Price set forth in Section 2.2 consideration paid pursuant to the Transaction for Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Unisys Corp), Asset Purchase Agreement (Science Applications International Corp)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 Sections 6.2 or Section 7.3 6.3 shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 2 contracts
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 or Section 7.3 hereof shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Return on Investment Corp), Asset Purchase Agreement (Return on Investment Corp)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 7.2, 7.3 or Section 7.3 7.4 shall be treated as adjustments to the Purchase Price set forth in Section 2.2 Merger Consideration for Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 2 contracts
Sources: Merger Agreement (EVERTEC, Inc.), Merger Agreement (Popular Inc)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 10.2 or Section 7.3 10.3 hereof shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes Cash Distribution to the maximum extent permitted by applicable Tax Law.
Appears in 2 contracts
Sources: Contribution Agreement (Spectra Energy Partners, LP), Contribution Agreement
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 6.3 or Section 7.3 6.4 hereof shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 5.4, 7.2 or Section 7.3 hereof shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes to the extent permitted by applicable Lawall purposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 8.2 or Section 7.3 8.3 hereof shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes consideration paid pursuant to the extent permitted by applicable LawTransaction.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 5.4, 7.2 or Section 7.3 hereof shall be treated as adjustments to the Total Purchase Price set forth in Section 2.2 for all Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 11.2 or Section 7.3 11.3 shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes to the extent permitted by applicable Lawtax purposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 5.4, 7.2 or Section 7.3 hereof shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 1 contract
Sources: Asset Purchase Agreement (Danka Business Systems PLC)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 Sections 10.2 or Section 7.3 10.3 hereof shall be treated as adjustments to the Purchase Price set forth in Section 2.2 consideration paid pursuant to the transactions contemplated by this Agreement for Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Impax Laboratories Inc)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 or Section 7.3 10.2 shall be treated as adjustments to the Purchase Price set forth in Section 2.2 Upfront Payment for Tax purposes to the extent permitted unless required otherwise by applicable Law.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 or Section 7.3 shall be treated as adjustments to the Purchase Price purchase price set forth in Section 2.2 for Tax purposes to the extent permitted by applicable Law.
Appears in 1 contract
Sources: Share Purchase Agreement (Right Advance Management Ltd.)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 or Section 7.3 shall be treated as adjustments to the Purchase Price set forth in Section 2.2 consideration paid pursuant to the transactions contemplated hereby for Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 5.5(a), Section 7.2 or Section 7.3 hereof shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 or Section 7.3 shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 or Section 7.3 shall be treated as adjustments to the Purchase Price set forth in Section 2.2 Aggregate Consideration for Tax purposes purposes, to the maximum extent permitted by applicable Law.
Appears in 1 contract
Sources: Stock Purchase Agreement (Korn Ferry International)
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 7.02 or Section 7.3 7.03 shall be treated as adjustments to the Purchase Price set forth in Section 2.2 Consideration or, if applicable, as a direct or indirect member contribution of such amount by Seller to the Companies, for Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim claims pursuant to Section 7.2 11.2 or Section 7.3 11.3 shall be treated as adjustments to the Purchase Price set forth in Section 2.2 consideration paid pursuant to the Transactions for Tax purposes to the extent permitted by applicable Lawpurposes.
Appears in 1 contract
Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 7.2 5.2 or Section 7.3 5.3 hereof shall be treated as adjustments to the Purchase Price set forth in Section 2.2 for Tax purposes consideration paid pursuant to the extent permitted by applicable LawTransaction.
Appears in 1 contract