Characterization of Certain Payments. The Parties agree that any payments made pursuant to this ARTICLE 11, ARTICLE 10, Section 2.4 and Section 8.4 shall be treated for all Tax purposes as an adjustment to the Unadjusted Purchase Price unless otherwise required by Law.
Characterization of Certain Payments. The Parties agree that any payments made pursuant to Section 2.4 shall be treated for all Tax purposes as an adjustment to the Purchase Price to the extent permitted by applicable Law.
Characterization of Certain Payments. Any payments made to any party pursuant to this Section 7.8 shall constitute an adjustment of the Base Purchase Price for Tax purposes and shall be treated as such by each Party on their Tax Returns to the extent permitted by law.
Characterization of Certain Payments. All payments paid by the Seller or the Purchaser under Sections 2.2 and 7.11 and Section 8 shall be treated for all tax purposes as adjustments to the Purchase Price.
Characterization of Certain Payments. The Seller and the Buyer agree that any payments made pursuant to Section 2.4, this Article VI or Article VIII shall be treated for all Tax purposes as an adjustment to the Closing Purchase Price unless otherwise required by Law.
Characterization of Certain Payments. For all relevant Tax purposes, the Parties agree to treat (i) all indemnification payments by the Sole Member as adjustments to the Base Consideration and (ii) the Escrow Funds as assets of the Purchaser and all interest and other earnings on the Escrow Funds as earnings of the Purchaser (it being understood that this tax characterization shall not affect which Person is entitled to such earnings). Unless otherwise required by a determination of a Governmental Entity that is final, no party hereto shall file a Tax Return, or take position during the course of any audit or other proceeding, that is inconsistent with such agreement.
Characterization of Certain Payments. This Agreement contemplates that payments to Members designated herein or elsewhere as “interest,” “principal” or “compensation for services,” or in language of like tenor, are properly characterized as payments to Members other than in their capacities as Members, and consequently such payments are not contemplated as within the scope of Article 5, nor shall they affect any accounts maintained pursuant to section 4.7 (except as may be appropriate to reflect them as payments to Members other than in their capacities as Members or as may be specifically provided to the contrary). Should payments of such “interest” or “compensation” be recharacterized as payments to Members as such, then the same shall be considered as “guaranteed payments,” within the meaning of section 707(c) of the Code, if applicable, or as special allocations of ordinary gross income. If and to the extent considered “guaranteed payments,” such payments shall remain without the scope of Article 5 and section 4.7, while if and to the extent considered special allocations of ordinary gross income, such payments shall be reflected as special allocations to the respective recipients of ordinary gross income in amounts equal to such payments for the periods in which the same are paid or otherwise properly accounted for, and as distributions of such amounts, and the recipients’ capital accounts shall be increased and decreased accordingly. If and to the extent that such “principal” payments are recharacterized as payments to Members as such, they shall remain without the scope of Article 5, the amounts advanced in respect thereof shall be reflected as additional contributions to the capital of the Company, the payments themselves shall be reflected as distributions, and the recipients’ capital accounts shall be increased and decreased accordingly. In any recharacterization situation, the provisions of section 4.7 and Article 5 shall continue to apply as written to all items and amounts not specifically provided for herein. This Agreement further contemplates that no interest income will be imputed to the Company in respect of required contributions from Members. Should any such interest income be imputed as to any contribution, the amount of such contribution shall, for purposes of this Agreement, be considered to be the amount contributed net of such imputed interest amount, and the interest income so imputed shall be allocated to the contributor, so that the collective capital account effect...
Characterization of Certain Payments. For all relevant Tax purposes, the Parties agree to treat the Working Capital Escrow Fund as an asset of the Purchaser and all interest and other earnings on the Working Capital Escrow Fund as earnings of the Purchaser (it being understood that this tax characterization shall not affect which Person is entitled to such earnings). Unless otherwise required by a determination of a Governmental Entity that is final, no Party hereto shall file a Tax Return, or take position during the course of any audit or other proceeding, that is inconsistent with such agreement.
Characterization of Certain Payments. The Parties agree that any payments made pursuant to Article 7, this Article 8, or Section 2.4 shall be treated for all Tax purposes as an adjustment to the Purchase Price to the extent permitted by applicable Law.
Characterization of Certain Payments. For all relevant Tax purposes, the Parties agree to treat the Adjustment Escrow Fund as an asset of the Purchaser and all interest and other earnings on the Adjustment Escrow Fund as earnings of the Purchaser (it being understood that this Tax characterization shall not affect which Person is entitled to such earnings). Unless otherwise required by a determination of a Governmental Entity that is final, no Party shall file a Tax Return, or take position during the course of any audit or other proceeding, that is inconsistent with such agreement.
