Common use of Characterization of Indemnification Payments Clause in Contracts

Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim under this Agreement shall be treated as adjustments to the Purchase Price (as determined for applicable Tax purposes). Any indemnification payment to be made under Section 6.5 or Section 8.2 by Seller in respect of a Transferred Entity shall, to the extent possible, be made by the Person that sold such Transferred Entity to which the payment relates.

Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim under this Agreement pursuant to Section 7.2 or 7.3 shall be treated as adjustments to the Purchase Price (Consideration, or, if applicable, as determined a member contribution of such amount by Seller to the Companies, for applicable Tax purposes). Any indemnification payment to be made under Section 6.5 or Section 8.2 by Seller in respect of a Transferred Entity shall, to the extent possible, be made by the Person that sold such Transferred Entity to which the payment relates.

Characterization of Indemnification Payments. All payments made (or deemed to be made, in accordance with this Agreement) by an any Indemnifying Party to an Indemnified Party in with respect of to any claim under this Agreement pursuant to Section 9.1 or Section 9.2 shall be treated treated, to the fullest extent possible under Applicable Law, as adjustments to the Purchase Price (as determined for applicable Tax purposes). Any indemnification payment to be made under Section 6.5 or Section 8.2 by Seller in respect of a Transferred Entity shall, to the extent possible, be made by the Person that sold such Transferred Entity to which the payment relates.

Characterization of Indemnification Payments. All To the extent permitted under applicable Law, all payments made (or deemed to be made, in accordance with this Agreement) by an any Indemnifying Party to an Indemnified Party in with respect of to any claim under this Agreement pursuant to Section 8.3 or Section 8.4 shall be treated as adjustments to the Purchase Price (as determined for applicable all Tax purposes). Any indemnification payment to be made under Section 6.5 or Section 8.2 by Seller in respect of a Transferred Entity shall, to the extent possible, be made by the Person that sold such Transferred Entity to which the payment relates.

Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim under this Agreement pursuant to Section 10.2 or Section 10.3 hereof shall be treated treated, with respect to payments to Seller, as adjustments to the Securities Purchase Price (and with respect to payments to SE Capital Funding, as determined for adjustments to the Loan Purchase Price to the maximum extent permitted by applicable Tax purposes). Any indemnification payment to be made under Section 6.5 or Section 8.2 by Seller in respect of a Transferred Entity shall, to the extent possible, be made by the Person that sold such Transferred Entity to which the payment relatesLaw.

Characterization of Indemnification Payments. All payments made (or deemed to be made, in accordance with this Agreement) by an any Indemnifying Party to an Indemnified Party in with respect of to any claim under this Agreement pursuant to Section 9.3 or Section 9.4 shall be treated treated, to the fullest extent possible under applicable Law, as adjustments to the Purchase Price (as determined for applicable Tax purposes). Any indemnification payment to be made under Section 6.5 or Section 8.2 by Seller in respect of a Transferred Entity shall, to the extent possible, be made by the Person that sold such Transferred Entity to which the payment relates.

Characterization of Indemnification Payments. All payments made (or deemed to be made, in accordance with this Agreement) by an Indemnifying Party to an Indemnified Party in with respect of to any claim under this Agreement pursuant to Sections 9.2 or 9.3 shall be treated treated, to the fullest extent possible under applicable Law, as adjustments to the Purchase Price (as determined for applicable Tax purposes). Any indemnification payment to be made under Section 6.5 or Section 8.2 by Seller in respect of a Transferred Entity shall, to the extent possible, be made by the Person that sold such Transferred Entity to which the payment relates.

Characterization of Indemnification Payments. All payments made by an Indemnifying Party to an Indemnified Party in with respect of to any claim under this Agreement shall be treated as adjustments to the Purchase Price (as determined for applicable Tax purposes). Any indemnification payment to be made under Section 6.5 or Section 8.2 by Seller in respect of a Transferred Entity shall, to the extent possible, be made by the Person that sold such Transferred Entity to which the payment relates.