Common use of Characterization of Payments Clause in Contracts

Characterization of Payments. For all Income Tax purposes, the parties hereto agree to treat, and to cause their respective Affiliates to treat, (i) any payment required by this Agreement or by the Separation Agreement, as either a contribution by Parent to SpinCo or a distribution by SpinCo to Parent, as the case may be, occurring immediately prior to the Spin-Off and (ii) any payment of interest or non-federal Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case, except as otherwise mandated by applicable law or a Final Determination; provided, that in the event it is determined (A) pursuant to applicable law that it is more likely than not, or (B) pursuant to a Final Determination, that any such treatment is not permissible (or that an Indemnified Party nevertheless suffers an Tax detriment as a result of such payment), the payment in question shall be adjusted to place the Indemnified Party in the same after-Tax position it would have enjoyed absent such applicable law or Final Determination.

Characterization of Payments. For all Income Tax purposes, the parties hereto agree to treat, and to cause their respective Affiliates to treat, (i) any payment required by this Agreement or by the Separation Agreement, as either a contribution by Parent to SpinCo or a distribution by SpinCo to Parent, as the case may be, occurring immediately prior to the Spin-Off Distribution and (ii) any payment of interest or non-federal Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case, except as otherwise mandated by applicable law or a Final Determination; provided, that in the event it is determined (A) pursuant to applicable law that it is more likely than not, or (B) pursuant to a Final Determination, that any such treatment is not permissible (or that an Indemnified Party nevertheless suffers an Tax detriment as a result of such payment), the payment in question shall be adjusted to place the Indemnified Party in the same after-Tax position it would have enjoyed absent such applicable law or Final Determination.

Characterization of Payments. For all Income Tax purposes, the parties Parties hereto agree to treat, and to cause their respective Affiliates affiliates to treat, (i1) any payment required by this Agreement or by (to the Separation Agreement, extent not otherwise treated as a payment in respect of an existing intercompany account) either as a contribution by Parent Altria to SpinCo Kraft or a distribution by SpinCo Kraft to ParentAltria, as the case may be, occurring immediately prior to the Spin-Off Distribution and (ii2) any payment of interest or non-federal Federal Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the party Parties entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case, except as otherwise mandated by applicable law or a Final Determination; provided, provided that in the event it is determined (Ai) pursuant to applicable law that it is more likely than not, or (Bii) pursuant to a Final Determination, that any such treatment is not permissible (or that an Indemnified Party nevertheless suffers an income Tax or other Tax detriment as a result of such payment), the payment in question shall be adjusted to place the Indemnified Party in the same after-Tax tax position it would have enjoyed absent such applicable law or Final Determination.

Characterization of Payments. For all Income Tax tax purposes, the parties hereto agree to treat, and to cause their respective Affiliates to treat, (i) any payment required by this Agreement or by the Separation Agreement, as either a contribution by Parent to SpinCo or a distribution by SpinCo to Parent, as the case may be, occurring immediately prior to the Spin-Off and (ii) any payment of interest or non-federal Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case, except as otherwise mandated by applicable law or a Final Determination; provided, provided that in the event it is determined (A) pursuant to applicable law that it is more likely than not, or (B) pursuant to a Final Determination, that any such treatment is not permissible (or that an Indemnified Party nevertheless suffers an Income Tax or Other Tax detriment as a result of such payment), the payment in question shall be adjusted to place the Indemnified Party in the same after-Tax tax position it would have enjoyed absent such applicable law or Final Determination.

Characterization of Payments. For all Income Tax purposes, the parties Parties hereto agree to treat, and to cause their respective Affiliates affiliates to treat, (i1) any payment required by this Agreement or by (to the Separation Agreement, extent not otherwise treated as a payment in respect of an existing intercompany account) either as a contribution by Parent Altria to SpinCo PMI or a distribution by SpinCo PMI to ParentAltria, as the case may be, occurring immediately prior to the Spin-Off Distribution and (ii2) any payment of interest or non-federal Federal Income Taxes by or to a Tax Authority, as taxable or deductible, as the case may be, to the party Parties entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case, except as otherwise mandated by applicable law or a Final Determination; provided, provided that in the event it is determined (Ai) pursuant to applicable law that it is more likely than not, or (Bii) pursuant to a Final Determination, that any such treatment is not permissible (or that an Indemnified Party nevertheless suffers an income Tax or other Tax detriment as a result of such payment), the payment in question shall be adjusted to place the Indemnified Party in the same after-Tax tax position it would have enjoyed absent such applicable law or Final Determination.