Purchase Price Adjustment and Interest. Any amount paid by Seller or Buyer under Article 8 or Article 11 will be treated as an adjustment to the Purchase Price.
Purchase Price Adjustment and Interest. Any amount paid by a party to another party under Section 11.02 will be treated for all Tax purposes as an adjustment (which shall be allocated pursuant to the procedures set forth in Section 2.06) to the Purchase Price unless a Final Determination (as defined below) causes any such amount not to constitute such an adjustment for federal income Tax purposes. In the event of such a Final Determination, the payor party shall pay an additional amount that reflects the hypothetical Tax consequences of the receipt or accrual of such payment, using the maximum statutory rate (or rates, in the case of an item that affects more than one Tax) applicable to the recipient of such payment for the relevant year, reflecting for example, the effect of deductions available for interest paid or accrued and for Taxes such as state and local income Taxes. Any payment required to be made by a party under Section 11.02 that is not made when due shall bear interest at the rate per annum determined, from time to time, under the provision of Section 6621(a)(2) of the Code for each day until paid. A “Final Determination” means (i) any final determination of liability in respect of a Tax that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or a period for the filing of claims for refunds, amended returns or appeals from adverse determinations), or (ii) the payment of Tax by Buyer, Seller or any of their Subsidiaries, whichever is responsible for payment of such Tax under applicable law, with respect to any item disallowed or adjusted by a Taxing Authority, provided that such responsible party determines that no action should be taken to recoup such payment and the other party agrees.
Purchase Price Adjustment and Interest. Any amount paid by Sellers or Buyer under Article 7, Article 9 or Section 2.08(b) (including any shares of Buyer Stock issued and delivered pursuant to Section 2.08(b)) will be treated as an adjustment to the Total Consideration to the extent permitted by law (including extensions).
Purchase Price Adjustment and Interest. Any amount paid by Seller under Section 8.06 will be treated by the parties as an adjustment to the Purchase Price unless otherwise required by law. Any payment required to be made by Seller under Section 8.06 that is not made when due shall bear interest at the rate per annum determined, from time to time, under the provision of Section 6621(a)(2) of the Code for each day until paid.
Purchase Price Adjustment and Interest. 52 SECTION 8.08. Tax Refunds.....................................................52 SECTION 8.09. Survival.......................................................52
Purchase Price Adjustment and Interest. 63 Section 11.06.
Purchase Price Adjustment and Interest. Any amount paid by Seller or Purchaser under Article V will be treated as an adjustment to the Purchase Price unless a Final Determination to the contrary is made. Any payment required to be made by Purchaser or Seller under Article V that is not made when due shall bear interest, compounded daily, at a rate per annum equal to the Prime rate as published in the Wall Street Journal, Eastern Edition for each day until paid.
Purchase Price Adjustment and Interest. ARTICLE 12
Purchase Price Adjustment and Interest. Any amount paid in cash by Seller or Buyer under Article 8 or any of the provisions of this Agreement will be treated as an adjustment to the Cash Purchase Price, and any amount paid in Buyer Units by Seller or Buyer under Section 2.10(c) shall be treated as an adjustment to the Units Purchase Price, for all Tax purposes except to the extent a Final Determination causes any such amount not to constitute an adjustment to the Cash Purchase Price or Units Purchase Price, respectively, for Tax purposes. Any payment required to be made by Buyer or Seller under Article 8 that is not made when due shall bear interest at Prime for each day until paid.
Purchase Price Adjustment and Interest. Any amount paid by Seller or Purchaser under Article 9 will be treated as an adjustment to the consideration for the HTS Acquired Assets.
