FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / tax-indemnity-provisions-draft-markup.docx
tax-indemnity-provisions-draft-markup.docx · 1001-00006

Parties

Harkness LLP
DeVries LLP
Gaines LLP
Ardent Capital Partners III LP
Pinnacle Health Services Group LLC
Ardent Healthcare Merger Sub LLC
Ardent Healthcare Intermediate Inc
Ardent Healthcare Holdings LLC

Dates

March 3, 2024
March 10, 2024
March 15, 2024
May 31, 2024
December 31, 2024
January 1, 2019

Amounts

$412,000,000
$339,400,000
$72,600,000
$4,120,000
$10,300,000
$20,750,000
$1,000,000
$224,400,000
$187,600,000
$18,200,000

Obligations

1 — Definitions (Tax-Specific) For purposes of this Article IX and the tax-related provisions of Article X, the following terms shall have the meanings set forth below
Capitalized terms used but not otherwise defined in this Article IX shall have the meanings ascribed to them in Article I (Definitions) of this Agreement
For all purposes of this Article IX, the Closing Date shall be the effective date for the determination of pre-closing and post-closing tax periods, and all references to the Closing Date shall mean the end of the day on such date (i
2(a) hereto) shall, , indemnify, defend, and hold harmless the Buyer, Ardent Healthcare Holdings LLC, Ardent Healthcare Intermediate Inc
2, no indemnification shall be required under Section 9
CIP-RWI-2024-03821), to the extent of such indemnification or payment actually received by Buyer, it being the intent of the parties that no double recovery shall be permitted with respect to any single Tax Indemnity Claim or any other indemnifiable Tax Loss