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 in determining Adverse Consequences for purposes of this Article IX. All indemnification payments under this Article IX shall be deemed adjustments to the Purchase Price.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Grupo TMM Sa), Stock Purchase Agreement (Grupo TMM Sa), Stock Purchase Agreement (TMM Holdings Sa De Cv)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for Tax consequences and insurance coverage and 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 Article IXVIII. All indemnification payments under this Article IX VIII shall be deemed adjustments to the Purchase Price.
Appears in 4 contracts
Samples: Participation Interest Purchase Agreement (Mobile Telesystems Ojsc), Participation Interest Purchase Agreement (Mobile Telesystems Ojsc), Participation Interest Purchase Agreement (Mobile Telesystems Ojsc)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for Tax consequences tax benefits and insurance coverage and take into account the time cost of money in determining Adverse Consequences for purposes of this Article IXss.7. All indemnification payments under this Article IX ss.7 shall be deemed adjustments to the Purchase Price.
Appears in 2 contracts
Samples: Asset Purchase Agreement (RCF Inc), Asset Purchase Agreement (Powercerv Corp)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for Tax consequences tax benefits and insurance coverage and take into account the time cost of money in determining Adverse Consequences Damages for purposes of this Article IX. V. All indemnification payments under this Article IX V shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
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 in determining Adverse Consequences for purposes of this Article IXVIII. All indemnification payments under this Article IX VIII shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Mexican Railway Transportation Group)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for Tax consequences tax benefits and insurance coverage and take into account the time cost value of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this Article IX. X. All indemnification payments under this Article IX X shall be deemed adjustments to the Purchase PricePrice for Tax purposes unless otherwise required by applicable law. The Parties shall have a duty to mitigate any Adverse Consequence to which a right of indemnity applies hereunder.
Appears in 1 contract
Samples: Purchase Agreement (Macquarie Infrastructure CO LLC)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for Tax consequences tax benefits and insurance coverage and take into account the time cost of money a reasonable in determining Adverse Consequences for purposes of this Article IXSection 11. All indemnification payments under this Article IX Section 11 shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for Tax consequences tax benefits and insurance coverage and take into account the time cost of money (using a discount rate of 8%) in determining Adverse Consequences for purposes of this Article IXIV. All indemnification payments under this Article IX IV shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Alpha Natural Resources, Inc.)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for Tax consequences and insurance coverage and 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 Article IXXII. All indemnification payments under this Article IX XII shall be deemed adjustments to the Purchase Price.
Appears in 1 contract
Samples: Put and Call Option Agreement (Mobile Telesystems Ojsc)
Determination of Adverse Consequences. The Parties shall make appropriate adjustments for Tax consequences and insurance coverage and 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 Article IXXI. All indemnification payments under this Article IX XI shall be deemed adjustments to the Purchase Price.
Appears in 1 contract