Common use of Determination of Adverse Consequences Clause in Contracts

Determination of Adverse Consequences. The Parties shall take into account the time value/cost of money (using the Applicable Rate as the discount rate) and also any net Tax benefits/costs in determining Adverse Consequences for purposes of this Agreement.

Appears in 2 contracts

Samples: Security Agreement (Avista Corp), Indemnification Agreement (Avista Corp)

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Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time value/cost of money (using the Applicable Rate as the discount rate) and also any net Tax benefits/costs in determining Adverse Consequences for purposes of this Agreementss.6.

Appears in 2 contracts

Samples: Merger Purchase Agreement (Gheradini Raymond J), Merger Purchase Agreement (Glas-Aire Industries Group LTD)

Determination of Adverse Consequences. The Parties shall make ------------------------------------- appropriate adjustments for tax consequences and insurance coverage and take into account the time value/cost of money (using the Applicable Rate as the discount rate) and also any net Tax benefits/costs in determining Adverse Consequences for purposes of this Agreement(S)8.

Appears in 2 contracts

Samples: Merger Agreement (Radio One Inc), Merger Agreement (Radio One Inc)

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for insurance coverage and take into account the time value/cost of money (using the Applicable Rate as the discount rate) and also any net Tax benefits/costs in determining the Adverse Consequences for purposes of this Agreement§8.

Appears in 1 contract

Samples: Iii Asset Purchase Agreement (Napro Biotherapeutics Inc)

Determination of Adverse Consequences. The Parties shall make ------------------------------------- appropriate adjustments for tax benefits and insurance coverage and take into account the time value/cost of money (using the Applicable Rate as the discount rate) and also any net Tax benefits/costs in determining Adverse Consequences for purposes of this AgreementSection8. All indemnification payments under this Section8 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Valcor Inc)

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax consequences and insurance coverage and take into account the time value/cost of money (using the Applicable Rate as the discount rate) and also any net Tax benefits/costs in determining Adverse Consequences for purposes of this AgreementSection 8.

Appears in 1 contract

Samples: Merger Agreement (Radio One Inc)

Determination of Adverse Consequences. The Parties shall take into account the time value/cost of money (using the Applicable Rate as the discount rate) and also any net Tax benefits/costs benefits and/or consequences in determining Adverse Consequences for purposes of this AgreementARTICLE VIII.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nelson Thomas Inc)

Determination of Adverse Consequences. The Parties shall make -------------------------------------- appropriate adjustments for tax benefits and insurance coverage and take into account the time value/cost of money (using the Applicable Rate as the discount rate) and also any net Tax benefits/costs in determining Adverse Consequences for purposes of this AgreementSection8. All indemnification payments under this Section8 shall be deemed adjustments to the Purchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement (Valcor Inc)

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time value/cost of money (using the Applicable Rate as the discount rate) and also any net Tax benefits/costs in determining Adverse Consequences adverse consequences for purposes of this AgreementSection 8.

Appears in 1 contract

Samples: Agreement for Sale and Purchase (Master Graphics Inc)

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Determination of Adverse Consequences. The Parties shall take into account the time value/cost of money (using the Applicable Rate as the discount rate) and also any net Tax benefits/costs in determining Adverse Consequences for purposes of this Agreement8. In addition, the Parties shall take into account the benefits of a Tax to a Party alleging Adverse Consequences.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fields MRS Original Cookies Inc)

Determination of Adverse Consequences. The Parties parties shall make ------------------------------------- appropriate adjustments for Tax consequences and insurance coverage and take into account the time value/cost of money (using the Applicable Rate a mutually agreed upon rate as the discount rate) and also any net Tax benefits/costs in determining Adverse Consequences for purposes of this AgreementArticle 9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imall Inc)

Determination of Adverse Consequences. The Parties shall make appropriate adjustments for tax benefits and insurance coverage and take into account the time value/cost of money (using the Applicable Rate as the discount rate) and also any net Tax benefits/costs in determining Adverse Consequences for purposes of this AgreementSection8.

Appears in 1 contract

Samples: Share Subscription and Redemption Agreement (Valcor Inc)

Determination of Adverse Consequences. The Parties parties shall take into account the time value/cost of money (using the Applicable Rate as the discount rate) and also any net make appropriate adjustments for insurance coverage and Tax benefits/costs benefits and consequences in determining Adverse Consequences for purposes of this Agreement.Article ------- IX. --

Appears in 1 contract

Samples: Acquisition Agreement (Physicians Resource Group Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Master Graphics Inc)

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