Acquisition Price Adjustment. Any amount paid by the Company, Parent, the Surviving Corporation or Shareholders under Section 11.4 will be treated as an adjustment to the relevant purchase price for all Tax purposes unless a Final Determination causes any such amount not to constitute an adjustment to the relevant purchase price. In the event of such a Final Determination, Parent and the Surviving Corporation or Shareholders, as the case may be, shall pay an amount that reflects the hypothetical Tax consequences of the receipt or accrual of such payment, using the maximum statutory rate (or rates, in the case of an item that affects more than one Tax) applicable to the recipient of such payment for the relevant year, reflecting for example, the effect of deductions available for interest paid or accrued and for Taxes such as state and local income Taxes. Any payment required to be made by Parent and the Surviving Corporation or Shareholders under Section 11.4 that is not made when due shall bear interest at the rate per annum determined, from time to time, under the provision of Section 6621(a)(2) of the Code for each day until paid.
Appears in 2 contracts
Samples: Merger Agreement (Packaged Ice Inc), Merger Agreement (Packaged Ice Inc)
Acquisition Price Adjustment. Any amount paid by the Company, Parent, the Surviving Corporation or the Shareholders under Section 11.4 11.5 will be treated as an adjustment to the relevant purchase price for all Tax purposes unless a Final Determination causes any such amount not to constitute an adjustment to the relevant purchase price. In the event of such a Final Determination, Parent and the Surviving Corporation or the Shareholders, as the case may be, shall pay an amount that reflects the hypothetical Tax consequences of the receipt or accrual of such payment, using the maximum statutory rate (or rates, in the case of an item that affects more than one Tax) applicable to the recipient of such payment for the relevant year, reflecting for example, the effect of deductions available for interest paid or accrued and for Taxes such as state and local income Taxes. Any payment required to be made by Parent and the Surviving Corporation or the Shareholders under Section 11.4 11.5 that is not made when due shall bear interest at the rate per annum determined, from time to time, under the provision of Section 6621(a)(2) of the Code for each day until paid.
Appears in 1 contract
Samples: Merger Agreement (Packaged Ice Inc)
Acquisition Price Adjustment. Any amount paid by the Company, Parent, the Surviving Corporation or Shareholders Shareholder under Section 11.4 will be treated as an adjustment to the relevant purchase price Acquisition Price for all Tax purposes unless a Final Determination causes any such amount not to constitute an adjustment to the relevant purchase price. In the event of such a Final Determination, Parent and the Surviving Corporation or ShareholdersShareholder, as the case may be, shall pay an amount that reflects the hypothetical Tax consequences of the receipt or accrual of such payment, using the maximum statutory rate (or rates, in the case of an item that affects more than one Tax) applicable to the recipient of such payment for the relevant year, reflecting reflecting, for example, the effect of deductions available for interest paid or accrued and for Taxes such as state and local income Taxes. Any payment required to be made by Parent and the Surviving Corporation or Shareholders Shareholder under Section 11.4 that is not made when due shall bear interest at the rate per annum determined, from time to time, under the provision of Section 6621(a)(2) of the Code for each day until paid.
Appears in 1 contract
Samples: Merger Agreement (Packaged Ice Inc)