Effect on Purchase Price. Effect on delivery time. Lack of such specification shall be considered as acceptance of Variation Order without impact on Purchase Price or delivery time, and the Variation Order will confirm this.
Effect on Purchase Price. Any payments made to a Buyers’ Indemnified Party or a Sellers’ Indemnified Party pursuant to this Article XI shall be treated as an adjustment to the Purchase Price for Tax purposes to the extent permitted by Law.
Effect on Purchase Price. 92 10.8 Exclusive Remedy for Income Tax Matters............................................... 92 10.9 Non-U.S. Income Taxes................................................................. 92 ARTICLE XI. TERMINATION...................................................................... 93
Effect on Purchase Price. The Purchaser and the Seller agree to treat any payments under this Article X as an adjustment to the Purchase Price for all Tax purposes.
Effect on Purchase Price. All indemnification, purchase price adjustments, reimbursement payments and other payments made pursuant to this Agreement subsequent to the date of this Agreement, as applicable, will be treated as an adjustment to the Purchase Price unless otherwise required by Law.
Effect on Purchase Price. All payments made with respect to the rights of indemnity under this Article VIII shall be treated as adjustments to the purchase price paid for the Transferred Shares for any Tax purposes, except as otherwise required by Applicable Law.
Effect on Purchase Price. The Buyer and the Seller agree that any indemnification payment made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by Applicable Law.
Effect on Purchase Price. Any payment made ------------------------ under Article V shall constitute an adjustment to the Purchase Price for all purposes, including federal, state and local Tax as well as financial accounting purposes. Any adjustment to the Purchase Price shall be taken into account in recomputing the Modified Aggregate Deemed Sales Price and Adjusted Grossed-Up Basis (and any comparable amounts required under applicable law). The parties shall cooperate with each other in determining such calculation and any changes to the allocations thereof among the assets. If the parties cannot agree on such amounts or allocation within 30 days, the matter shall be determined by the Independent Accountant in accordance with Section 1.06 (b) hereof. Such determination shall be conclusive and binding on the parties. The parties shall file any required forms in connection with any Purchase Price adjustment and shall promptly furnish a copy thereof to the other parties. In the event the allocation of any adjustment is disputed by any Taxing authority, the party receiving the notice of such dispute shall promptly notify and consult with the other parties concerning the resolution of such dispute, and shall keep the other parties apprised of the status of such dispute and the resolution thereof. The provisions of Sections 5.04 and 5.05 shall not apply to claims for indemnification under Section 5.02 hereof.
Effect on Purchase Price. Anything to the contrary notwithstanding, in the event of any prepayment pursuant to this Section 2.6, the “Purchase Price” shall mean an amount equal to (i) the Initial Cash Payment, plus (ii) the aggregate amount of all Contingent Value Payments which have been paid to Seller as of the date of such payment, plus (iii) the aggregate payments made by Purchaser to Seller pursuant to Section 2.6(a), (b) or (c), as applicable.
Effect on Purchase Price. If not otherwise expressly provided in this Agreement and if not otherwise agreed by the parties in writing, all payments made by Seller to Buyer or by Buyer to Seller at or subsequent to Closing on account of the obligations expressly incurred by such party hereunder may be paid by cashier's check, by immediately available wire transfer funds, or by credit or debit, as applicable, at Closing.