Tax Treatment of Certain Payments. The parties shall treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all U.S. federal, state, local and foreign Tax purposes to the extent permitted by law, and the parties shall, and shall cause their respective Affiliates to, file their Tax Returns accordingly.
Tax Treatment of Certain Payments. The Company and the relevant parties shall treat (i) any payment pursuant to the last sentence of Section 6.6(n) of the Purchase Agreement as a guaranteed payment within the meaning of Section 707(c) of the Code and (ii) the PPV Payment (as defined in the Purchase Agreement) as a partnership distribution, in each case for all U.S. federal, state and local income tax purposes except to the extent otherwise required by a change in law or a Final Determination.
Tax Treatment of Certain Payments. For all relevant Tax purposes, all indemnification payments paid pursuant to Article 10 shall be treated as adjustments to the Purchase Price.
Tax Treatment of Certain Payments. For applicable Tax purposes, Amazon, the Designated Sellers, Danube and each of their respective Affiliates shall treat any payments made pursuant to this Section 7.14 as an adjustment to Consideration to the maximum extent permitted by applicable Law.
Tax Treatment of Certain Payments. For all relevant Tax purposes, all indemnification payments paid pursuant to Article 9 shall be treated as adjustments to the Merger Consideration.
Tax Treatment of Certain Payments. Unless required by a determination of a Governmental Authority that is final, the parties hereto agree, to the maximum extent permitted under applicable Legal Requirements, to file all Tax Returns (and to cause their respective Affiliates to file all Tax Returns) consistently with, and not take any position during the course of any Tax audit or other legal proceedings with respect to Taxes (or allow their respective Affiliates during the course of any audit or other legal proceeding with respect to Taxes) that is inconsistent with this Section 5.7 and the following treatment: (i) that, as provided in Section 7.8 of this Agreement, all indemnification payments under this Agreement constitute adjustments to the purchase price, (ii) that all interest and other earnings on the Escrow Fund are income of the Buyer, and (iii) that all Earnout Payments are treated as purchase price, except to the extent required to be treated as interest under Code section 483 or any other provision of the Code or state, local, or foreign law.
Tax Treatment of Certain Payments. The Parties agree to treat any payment made pursuant to Section 2.4 or this ARTICLE 8 or any indemnity payments made pursuant to Section 11.2 as an adjustment to the Unadjusted Cash Consideration for applicable income Tax purposes, unless a different treatment is required by applicable Law.
Tax Treatment of Certain Payments. The parties hereto agree to treat, and to cause their respective Affiliates to treat, (i) any payment of the Pre-Interest Contingent Amount and any adjustment to the conversion ratio of the VI Preferred Stock by reason of an Incurred Loss Adjustment Event (as defined in the VI Certificates of Designations) as an adjustment to the Consideration for U.S. federal income tax purposes, and (ii) the excess, if any, of the Contingent Consideration over the Pre-Interest Contingent Amount as interest for U.S. federal income tax purposes, in each case, except to the extent otherwise required by applicable Law (taking into account any rules with respect to imputed or stated interest). Each of the parties shall, and shall cause its respective Affiliates to, file all relevant U.S. federal income Tax Returns in a manner consistent with the treatment described in the immediately preceding sentence.
Tax Treatment of Certain Payments. (f) The parties agree to treat the transaction, to the extent ARC receives cash or Installment Notes in exchange for interests in Newco, as in part a taxable sale, and to the extent ARC receives AMH Units in exchange for interests in Newco, as a contribution to a partnership governed by Section 721 of the Code for all U.S. federal, state, local and foreign Tax purposes to the extent permitted by law, and the parties shall, and shall cause their respective Affiliates to, file their Tax Returns accordingly.
Tax Treatment of Certain Payments. Neither Unity Savings nor any Affiliate thereof has taken any action or has any Knowledge of any fact or circumstance that is reasonably likely to result in the treatment of any payments to any Unity Savings Affiliate which are contemplated hereby or in connection with the amendment or termination of two Salary Continuation Plans executed by Georxx X. Xxxx xxx D. Brucx Xxxx xx December 7, 1994, to be characterized as excess parachute payments within the meaning of Section 280G of the Internal Revenue Code.
