Common use of Treatment of Indemnification Payments Clause in Contracts

Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basis.

Treatment of Indemnification Payments. All The parties agree that any indemnification payments made under pursuant to this Agreement shall be treated by the parties for Tax purposes as an adjustment to the Final Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxablePrice, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by applicable Law.

Treatment of Indemnification Payments. All The Parties agree that any indemnification payments payment made under pursuant to this Agreement shall be treated by the parties for Tax purposes as an adjustment to the Final Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxablePrice, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by applicable Law.

Treatment of Indemnification Payments. All The parties agree that for all Tax purposes, to the extent permitted by applicable Law, any indemnification payments made under amounts paid pursuant to this Agreement shall be treated by the parties as an adjustment adjustments to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basisPrice.

Treatment of Indemnification Payments. All The Parties agree that any indemnification payments made under pursuant to this Agreement shall be treated by the parties for Tax purposes as an adjustment to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxablePrice, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by applicable Law.

Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price Equityholder Consideration for Tax purposes. In , unless otherwise required by applicable Law, and the event that any Governmental Authority successfully asserts that parties agree to file their Tax Returns consistently with such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basischaracterization.

Treatment of Indemnification Payments. All Any payment made pursuant to the indemnification payments made obligations arising under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposespurposes to the maximum extent allowed under Applicable Law. In Each Party shall prepare and file Tax returns consistent with the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basistreatment described in the foregoing sentence.

Treatment of Indemnification Payments. All Any payment made pursuant to the indemnification payments made obligations arising under this Agreement shall be treated by the parties as an adjustment to the Final Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basis.

Treatment of Indemnification Payments. All indemnification and similar payments made under pursuant to this Agreement shall be treated by the parties for tax purposes as an adjustment to the Purchase Price for Price, to the extent permissible under applicable Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basisLaw.

Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties (including for Tax purposes) as an adjustment to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxablePrice, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by Law.

Treatment of Indemnification Payments. All The parties hereto hereby agree that any indemnification payments made under pursuant to this Agreement shall be treated by the parties for tax purposes as an adjustment adjustments to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxablePrice, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by applicable law.

Treatment of Indemnification Payments. All The parties agree that any indemnification payments made under pursuant to this Agreement shall be treated by the parties for Tax purposes as an adjustment to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by applicable law.

Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Final U.S. Purchase Price Price, including for Tax purposes. In purposes to the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basisextent permitted by law.

Treatment of Indemnification Payments. All The parties agree that any indemnification payments payment made under pursuant to this Agreement Section 11.04 shall be treated by the parties as an adjustment to the final Purchase Price for Tax purposes. In purposes except to the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basisextent otherwise required by applicable Law.

Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposesto the maximum extent allowable under applicable law. In For the event that any Governmental Authority successfully asserts that such indemnification payments are taxableavoidance of doubt, then such indemnification payments proper adjustments shall be made on an after-Tax basisto the Final Allocation.

Treatment of Indemnification Payments. All The parties agree that ------------------------------------------- any indemnification payments made under pursuant to this Agreement shall be treated by the parties for tax purposes as an adjustment to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxablePrice, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by applicable law.

Treatment of Indemnification Payments. All The parties agree that for all Tax purposes, to the extent permitted by applicable Law, any indemnification payments made under amounts paid pursuant to this Agreement shall be treated by the parties as an adjustment adjustments to the Purchase Price for Tax purposesPrice. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basis.43 ARTICLE 9

Treatment of Indemnification Payments. All The Parties hereto hereby agree that any indemnification payments made under pursuant to this Agreement shall be treated by the parties for tax purposes as an adjustment adjustments to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by applicable Law.

Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated for Tax purposes by the parties Parties as an adjustment to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxablePrice, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by Applicable Law.

Treatment of Indemnification Payments. All The parties agree that any indemnification payments made under pursuant to this Agreement shall be treated by the parties for Tax purposes as an adjustment to the Final Cash Purchase Price Price, and each party hereto shall file all Tax Returns and act for all Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basispurposes in a manner consistent therewith unless otherwise required by applicable Law.

Treatment of Indemnification Payments. All The parties agree that any indemnification payments made under pursuant to this Agreement shall be treated by the parties for Tax purposes as an adjustment to the Final Cash Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxablePrice, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by applicable Law.

Treatment of Indemnification Payments. All indemnification The parties agree that any indemnity payments made under pursuant to this Agreement shall will be treated by the parties for Tax purposes as an adjustment to the Final Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxablePrice, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by applicable law.

Treatment of Indemnification Payments. All The parties agree that any indemnification payments made under pursuant to this Agreement shall be treated by the parties as for all purposes to be an adjustment to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxablepurchase price paid hereunder, then such indemnification payments shall be made on an after-Tax basisexcept as otherwise required by Requirements of Law.

Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Final Purchase Price for all Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basispurposes unless otherwise required by Law.

Treatment of Indemnification Payments. All (l) . The parties agree that any indemnification payments made under pursuant to this Agreement shall be treated by the parties for Tax purposes as an adjustment to the Final Cash Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxablePrice, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by applicable Law.

Treatment of Indemnification Payments. All Any indemnification payments made under to an Indemnitee pursuant to this Agreement shall be treated by the parties as an adjustment to the Final Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basis.

Treatment of Indemnification Payments. All To the extent permitted by Law, all indemnification payments made under this Agreement shall be treated by the parties for all relevant Tax purposes as an adjustment to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basisPrice.

Treatment of Indemnification Payments. All To the extent allowed by Law, all indemnification payments made under this Agreement shall be treated by the parties for Tax purposes as an adjustment to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basisPrice.

Treatment of Indemnification Payments. All The parties agree that any indemnification payments made under pursuant to this Agreement shall be treated by the parties for Tax purposes as an adjustment to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxableMerger Consideration, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by applicable Law.

Treatment of Indemnification Payments. All Unless otherwise required by applicable Law, all indemnification payments made under this Agreement shall be treated by the parties Parties as an adjustment to the Purchase Price for Tax purposesPrice. In For the event that any Governmental Authority successfully asserts that such indemnification payments are taxableavoidance of doubt, then such indemnification payments proper adjustments shall be made on an after-Tax basis.to the Final Allocation with respect to any indemnification payments pursuant to this Article V.

Treatment of Indemnification Payments. All Each of the parties hereto agrees that it shall, to the extent permitted by applicable law, treat indemnification payments made under this Agreement shall be treated by the parties hereunder as an adjustment adjustments to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basis.

Treatment of Indemnification Payments. All Any payment made pursuant to the indemnification payments made obligations arising under this Agreement shall be treated by the parties as an adjustment to the Final Purchase Price for Tax purposes. In purposes to the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basisextent permitted by Law.

Treatment of Indemnification Payments. All Except as otherwise required by Law, all indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Final Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basisPrice.

Treatment of Indemnification Payments. All The Parties agree that any indemnification payments made under pursuant to this Agreement ARTICLE VIII shall be treated by the parties as an adjustment to the Final Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxable, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by applicable Law.

Treatment of Indemnification Payments. All indemnification The Parties agree that any indemnity payments made under pursuant to this Agreement shall will be treated by the parties for Tax purposes as an adjustment to the Purchase Price for Tax purposes. In the event that any Governmental Authority successfully asserts that such indemnification payments are taxableTotal Merger Consideration, then such indemnification payments shall be made on an after-Tax basisunless otherwise required by applicable Law.