Effect of Indemnification Payments. To the extent permitted by applicable Legal Requirements, indemnification payments made pursuant to this Section 10 shall be treated by all parties as adjustments to the aggregate consideration paid in the Stock Purchase.
Effect of Indemnification Payments. Any indemnification payment made pursuant to this Article VII will be treated as an adjustment to the Purchase Price.
Effect of Indemnification Payments. 60 Article XI Definitions......................................................................................61
Effect of Indemnification Payments. All indemnification payments under Article IX and Article X of this Agreement shall be deemed adjustments to the Purchase Price.
Effect of Indemnification Payments. Any indemnification payment made pursuant to this Section 6.11 will be treated as an adjustment to the Purchase Price.
Effect of Indemnification Payments. Unless otherwise required by applicable law, all amounts paid pursuant to this ARTICLE 10, ARTICLE 11 and ARTICLE 12 shall be treated by such parties as an adjustment to the Purchase Price. In the event that such amounts are not considered as an adjustment to the Purchase Price, the amount of Damages shall be increased to offset the estimated amount of any Taxes payable by the relevant Purchaser Indemnitee as a result of the receipt of the relevant indemnification payments.
Effect of Indemnification Payments. 52 Section 6.9 References to “Indemnification Obligations”. 52
Effect of Indemnification Payments. All amounts received by the Buyers as indemnification from the General Indemnity Escrow Fund pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Adjusted Share Purchase Price. None of the parties shall take any position on any Tax Return, or before any Governmental Entity, that is inconsistent with such treatment, except upon a contrary final determination by an applicable Tax authority.
Effect of Indemnification Payments. 117 ARTICLE 11 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118 11.1 Amendment and Modification . . . . . . . . . . . . . . . . . . . . 118 11.2 Waiver of Compliance; Consents . . . . . . . . . . . . . . . . . . 118 11.3 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118 11.4 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121 11.5 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121 11.6 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . 121 11.7 Judicial Proceedings . . . . . . . . . . . . . . . . . . . . . . . 121 11.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . 122 11.9 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . 123 11.10 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 123 11.11 No Third Party Beneficiaries. . . . . . . . . . . . . . . . . . . 123 11.12 Determination Requests or Consents. . . . . . . . . . . . . . . . 123 PAGE
Effect of Indemnification Payments. The parties hereto agree that any payments by either party to the other in respect of their indemnification obligations pursuant to this Article 10 shall be treated as an adjustment to the Merger Consideration.
