Common use of Tax Treatment of Indemnity Payments Clause in Contracts

Tax Treatment of Indemnity Payments. The Sellers and the Purchaser agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X (including this Section 10.7) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers and the Purchaser Buyer agree to treat any indemnity payment made pursuant to this Article X VIII as an adjustment to the purchase price Purchase Price for federal, state, local and foreign income all Tax purposespurposes to the extent permitted by applicable Law. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X (including this Section 10.7) VIII is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers and the Purchaser agree to treat any indemnity payment made pursuant to this Article X VIII as an adjustment to the purchase price Cash Consideration for federal, state, local and foreign all income Tax tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X (including this Section 10.7) VIII is determined to be taxable to the party Party receiving such payment by any Taxing Tax Authority, the paying party Party shall also indemnify the party Party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party Party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers Seller and the Purchaser agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the purchase price Purchase Price for federal, state, local and foreign income all Tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X (including this Section 10.710.6) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers and the Purchaser agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X (including this Section 10.710.8) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers Signing Stockholders and the Purchaser Owners agree to treat any indemnity payment made pursuant to this Article X IX as an adjustment to the purchase price Purchase Price for federal, state, local and foreign all income Tax tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X IX (including this Section 10.79.6) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers Seller and the Purchaser agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X (including this Section 10.710.8) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers Shareholder and the Purchaser agree to treat any indemnity payment made pursuant to this Article X IX as an adjustment to the purchase price Purchase Price for federal, state, local and foreign income Tax tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X IX (including including, without limitation, this Section 10.79.7) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Expenses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers To the extent permitted by Law, Seller and the Purchaser agree to treat any indemnity payment made pursuant to this Article X VIII as an adjustment to the purchase price Purchase Price for federal, state, local and foreign income all Tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X VIII (including this Section 10.78.6) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers Seller and the Purchaser agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the purchase price Purchase Price for federal, state, local and foreign all income Tax tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X (including this Section 10.710.6) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers and the Purchaser agree to treat any indemnity payment made pursuant to this Article X ARTICLE III as an adjustment to the purchase price Base Purchase Price for federal, state, local and foreign all income Tax tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X ARTICLE III (including this Section 10.78.5) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers and the Purchaser Parties agree to treat any indemnity payment made pursuant to this Article X VI as an adjustment to the purchase price Purchase Price for federal, state, local and foreign income all Tax purposespurposes to the extent permitted by applicable Law. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under this Article X (including this Section 10.7) VII is determined to be taxable to the party receiving such payment by any Taxing Authoritytaxing authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers and the Purchaser agree to treat any indemnity payment made pursuant to ARTICLE VII or this Article X ARTICLE VII as an adjustment to the purchase price Purchase Price for federal, state, local and foreign all income Tax tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X ARTICLE VII or this ARTICLE VIII (including this Section 10.78.07) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers Seller and the Purchaser agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X (including this Section 10.7) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers Seller and the Purchaser Parent agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the purchase price Purchase Price for federal, state, local and foreign income all Tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X (including this Section 10.710.5) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers Seller, Parent and the Purchaser agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the purchase price Purchase Price for federal, state, local and foreign all income Tax tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X (including this Section 10.7) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers Member and the Purchaser agree to treat any indemnity payment made pursuant to this Article X IX as an adjustment to the purchase price Purchase Price for federal, state, local and foreign income Tax tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X IX (including including, without limitation, this Section 10.79.8) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Expenses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers and the Purchaser Buyer agree to treat any indemnity payment made pursuant to this Article X Section 10 as an adjustment to the purchase price Purchase Price for federal, state, local and foreign income all Tax purposes, unless otherwise required by applicable Law. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X (including this Section 10.7) is determined to be taxable to the party receiving such payment by any Taxing Governmental Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses other Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers and the Purchaser Parties agree to treat any indemnity payment made pursuant to this Article X VII as an adjustment to the purchase price Purchase Price for federal, state, local and foreign income all Tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X VII (including this Section 10.77.7) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers Sellers, Owners and the Purchaser agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the purchase price Purchase Price for federal, state, local and foreign all income Tax tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X (including this Section 10.710.5) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Equity Sellers and the Purchaser agree to treat any indemnity payment made pursuant to this Article X VIII as an adjustment to the purchase price Purchase Price for federal, state, local and foreign all income Tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article X (including this Section 10.7) VIII is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment payment, and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers Shareholders and the Purchaser agree to treat any indemnity payment made pursuant to this Article X VIII as an adjustment to the purchase price Purchase Price for federal, state, local and foreign all income Tax tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under this Article X (including this Section 10.7) VIII is determined to be taxable to the party receiving such payment by any Taxing Governmental Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes)) and deducted from any tax deductibility resulting from the Losses incurred by party receiving such payment.

Tax Treatment of Indemnity Payments. The Sellers Seller, the Shareholder and the Purchaser Buyer agree to treat any indemnity payment made pursuant to this Article X VI as an adjustment to the purchase price Purchase Price for federal, state, local and foreign all income Tax tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under this Article X VI (including this Section 10.76.9) is determined to be taxable to the party Party receiving such payment by any Taxing AuthorityGovernmental Entity, the paying party Party shall also indemnify the party Party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any expenses Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes), which amount shall be determined by the Independent Accountant.