Common use of Treatment of Indemnification Payments Clause in Contracts

Treatment of Indemnification Payments. All indemnification payments made pursuant to this ARTICLE XII shall be treated by the parties for Income Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocation.

Treatment of Indemnification Payments. All indemnification payments made pursuant to this ARTICLE XII Article 9 shall be treated by the parties for Income income Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocation.

Treatment of Indemnification Payments. All indemnification payments made pursuant to this ARTICLE XII Section 12 shall be treated by the parties for Income Tax purposes as adjustments an adjustment to the Purchase Price, Price unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocationlaw.

Treatment of Indemnification Payments. All indemnification payments made pursuant to this ARTICLE XII Article X shall be treated by the parties for Income income Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocation.

Treatment of Indemnification Payments. All indemnification payments made pursuant to this ARTICLE XII Article 11 shall be treated by the parties for Income income Tax purposes as adjustments to the Purchase Pricepurchase price, unless (i) otherwise required by applicable Law. The liabilities pursuant to a “determination” (as defined in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes Section 1313(a) of the Purchase Price AllocationCode or any similar provision of state, local or foreign Law) or (ii) Buyer and Sellers shall otherwise agree in writing.

Treatment of Indemnification Payments. All Any indemnification payments payment made pursuant to this ARTICLE XII shall Article will be treated by the parties for Income Tax purposes to the extent permitted under applicable law as adjustments an adjustment to the Purchase PricePrice for tax, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocationaccounting and all other purposes.

Treatment of Indemnification Payments. All indemnification indemnity payments made pursuant to this ARTICLE XII Section 11 shall be treated by the parties for Income all Tax purposes as adjustments to the Purchase Price, unless otherwise required Price to the extent permitted by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price AllocationLegal Requirements.

Treatment of Indemnification Payments. All indemnification payments Any payment made by Buyer, Seller, or any of their respective Affiliates pursuant to this ARTICLE XII shall Article 9 shall, to the extent permissible under applicable Law, be treated by the parties for Income Tax purposes as adjustments an adjustment to the Purchase Price, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated Price for Income all relevant Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocationpurposes.

Treatment of Indemnification Payments. All Any indemnification payments made pursuant to this ARTICLE XII shall Section 9.05 will be treated by the parties for Income Tax purposes as adjustments an adjustment to the Purchase Price, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Capped Interest Purchase Price Allocationand/or the Reversionary Interest Purchase Price (as applicable) for all tax purposes.

Treatment of Indemnification Payments. All indemnification payments made pursuant to this ARTICLE XII Article IX and all payments made pursuant to Section 3.5 shall be treated by the parties Parties for Income Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocation.

Treatment of Indemnification Payments. All indemnification payments made pursuant to this ARTICLE XII Article VII shall be treated by the parties for Income income Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocation.

Treatment of Indemnification Payments. All indemnification and other payments made pursuant to under this ARTICLE XII shall 9 shall, to the extent permitted by applicable Law, be treated by the parties for Income all Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocation.

Treatment of Indemnification Payments. All indemnification payments made pursuant to this ARTICLE XII Article 9 shall be treated by the parties for Income Tax purposes as adjustments an adjustment to the Purchase Price, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocation.

Treatment of Indemnification Payments. All indemnification payments made pursuant to this ARTICLE XII Article 10 shall be treated by the parties for Income Tax purposes Parties as adjustments to the Purchase Price, Price unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price AllocationApplicable Laws.

Treatment of Indemnification Payments. All indemnification payments made pursuant to this ARTICLE XII Section 6.6 shall be treated by the parties for Income income Tax purposes as adjustments to the Purchase Priceconsideration for the Transaction, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocation.

Treatment of Indemnification Payments. All indemnification payments made pursuant to this ARTICLE XII Article XIV shall be treated by the parties for Income Tax income tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocationlaw.

Treatment of Indemnification Payments. All indemnification payments made pursuant to this ARTICLE XII Article IX and Section 10.1(a) and all payments made pursuant to Section 3.5(h) shall be treated by the parties Parties for Income Tax purposes as adjustments to the Purchase Price, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocation.

Treatment of Indemnification Payments. All indemnification payments made pursuant to this ARTICLE XII 11 shall be treated by the parties for Income U.S. federal income Tax purposes as adjustments to the Adjusted Purchase Price, unless otherwise required by applicable Law. The liabilities in respect of which such indemnification payments are made shall, if applicable, be treated for Income Tax purposes as additional applicable liabilities for purposes of the Purchase Price Allocation.