Common use of Determination of Adverse Consequences Clause in Contracts

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 6. All indemnification payments under this §8 Section 6 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 6. All indemnification payments under this §8 Section 6 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 11. All indemnification payments under this §8 Section 11 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8ss.8. All indemnification payments under this §8 ss.8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 and §9(a) shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time cost of money (using the Applicable Rate published by the Internal Revenue Service for the month in which the dollar value of the Adverse Consequences are finally determined as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be paid by the Indemnifying Party net of any Tax benefits and insurance coverage that may be available to the Indemnified Party. An Indemnified Party shall use reasonable commercial efforts to mitigate the amount and extent of any Adverse Consequences. All indemnification payments under this §8 and §9(a) shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Pricepurchase price for accounting purposes.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section8. All indemnification payments under this §8 Section8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into ------------------------------------- account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) insurance proceeds actually received in determining Adverse Consequences for purposes of this §89. All indemnification payments under this §8 9 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate applicable federal rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8(S) 7. All indemnification payments under this §8 (S) 7 shall be deemed adjustments to the Purchase PriceMerger Consideration.

Determination of Adverse Consequences. The Parties shall make ------------------------------------- appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section8. All indemnification payments under this §8 Section8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The In determining Adverse Consequences for purposes of this Section 7, the Parties shall (i) take into account the time cost of money (using the Applicable Rate as the discount rate), (ii) in determining Adverse Consequences disregard any materiality qualification set forth herein, and (iii) make appropriate adjustments for purposes of this §8tax consequences and insurance coverage. All indemnification payments under this §8 Section 7 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 10. All indemnification payments under this §8 Section 10 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section8. All indemnification payments under this §8 Section8 shall be deemed adjustments to the Purchase Priceconsideration payable in accordance with Section2(b).

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8, which Applicable Rate shall begin to accrue on the date the claim is made through the final resolution and payment of such claim. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into ------------------------------------- account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8(S)8. All indemnification payments under this §8 (S)8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 9. All indemnification payments under this §8 Section 9 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into -------------------------------------- account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8(S)6. All indemnification payments under this §8 (S)6 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate interest rate on the Notes as the discount rate) in determining Adverse Consequences for purposes of this §8Section 10. All indemnification payments under this §8 Section 10 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost value of money (using the Applicable Rate as the discount rate or the interest rate, as the case may be) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Final Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Asset Purchase PriceConsideration.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8ss.9. All indemnification payments under this §8 ss.9 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 7. All indemnification payments under this §8 Section 7 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining indemnification amounts for Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Pricedollar value of the consideration given and received for the Furash Shares.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate its or their cost to borrow money from its usual and customary lenders as the discount rate) in determining Adverse Consequences for purposes of this §87. All indemnification payments under this §8 7 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance proceeds actually received and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §section 8. All indemnification payments under this §section 8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Article VIII. All indemnification payments under this §8 Article VIII and Section 9.1 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate prime rate of interest as the discount rate) in determining Adverse Consequences for purposes of this §8Section 11. All indemnification payments under this §8 Section 11 shall be deemed adjustments to the Purchase Pricepurchase price of the Business.

Determination of Adverse Consequences. The Parties shall make -------------------------------------- appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section8. All indemnification payments under this §8 Section8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate 10% as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8[section]8. All indemnification payments under this §8 [section]8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §:8. All indemnification payments under this §:8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate rate of interest charged under the Buyer's Note as the discount rate) in determining Adverse Consequences for purposes of this §8Article VIII. All indemnification payments under this §8 Article VIII shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall will take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Article VII. All indemnification payments under this §8 shall Article VII will be deemed as adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for insurance coverage (net of paid loss retro-premiums) and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 and §9 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the interest discount rate) in determining Adverse Consequences for purposes of this §8Article VIII. All indemnification payments under this §8 Article VIII shall be deemed adjustments to the Purchase Pricepurchase price of the Company Shares.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and proceeds and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section10 or Section11. All indemnification payments under this §8 Section10 or Section11 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall make ------------------------------------- appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8(S)8. All indemnification payments under this §8 (S)8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account make appropriate adjustments for tax benefits and insurance proceeds (reasonably certain of receipt and utility in each case) and for the time cost of money (using the Applicable Rate as the discount rate) in determining the amount of Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase Price.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 7. All indemnification payments under this §8 Section 7 shall be deemed adjustments to the Purchase Priceconsideration specified above in Section 2(c).

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §(S) 8. All indemnification payments under this §(S) 8 shall be deemed adjustments to the Purchase PriceMerger Consideration.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §Section 8. All indemnification payments under this §Section 8 shall be deemed adjustments to the Purchase PriceMerger Consideration.

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be deemed adjustments to the Closing Purchase Price, provided that to the Knowledge of the Seller and the Target there are no insurance claims whatsoever outstanding against the Target and that none has been lodged.

Determination of Adverse Consequences. The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8Section 9. All indemnification payments under this §8 Section 9 shall be deemed adjustments to the Purchase PriceConsideration.

Determination of Adverse Consequences. The Parties shall take into ------------------------------------- account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8(S)6. All indemnification payments under this §8 (S)6 shall be deemed adjustments to the Purchase Price.