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 Seller or Buyers under Article 11 will be treated as an adjustment to the Modified Aggregate Deemed Sales Price unless a Final Determination causes any such amount not to constitute an adjustment to the Modified Aggregate Deemed Sales Price for Federal Tax purposes. In the event of such a Final Determination, Buyers or Seller, as the case may be, shall pay a gross-up 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; PROVIDED, that Buyers shall be required to pay to Seller only the excess of the amount so calculated over the additional Tax or Taxes that would have been imposed on any member of the Seller Group if such payment had been treated as an adjustment to the Purchase Price. Any payment required to be made by Buyers or Seller under Article 11 that is not made when due shall bear interest at Prime Rate for each day until paid. "FINAL DETERMINATION" shall mean (i) with respect to Federal Taxes, a "determination" as defined in Section 1313(a) of the Code or execution of an Internal Revenue Service Form 870AD and, with respect to Taxes other than Federal Taxes, 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 such Buyers Indemnitee with respect to any item disallowed or adjusted by a Taxing Authority.
Purchase Price Adjustment and Interest. 52 SECTION 8.08. Tax Refunds.....................................................52 SECTION 8.09. Survival.......................................................52
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. 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. 52 ARTICLE 9
Purchase Price Adjustment and Interest. Any amount paid by Seller under Section 8.04 or 8.06 will be treated as an adjustment to the Purchase Price unless a final determination causes any such amount not to constitute an adjustment to the Purchase Price for Federal Tax purposes. In such event, Seller shall pay an amount that reflects the hypothetical Tax consequences of the receipt 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 Seller under Section 8.04 or 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. 65 11.4 TERMINATION OF EXISTING TAX SHARING AGREEMENTS. 65 11.5
Purchase Price Adjustment and Interest. Any amount paid by the Company Shareholders, Parent or the Surviving Corporation under Article 10, Section 11.2 or Section 11.7 will be treated as a purchase price adjustment followed, in the event of any payment by the Company Shareholders, by a capital contribution to the Surviving Corporation by Parent. In the event that Section 338(h)(10) Elections are not made and a Final Determination causes any such amount paid by the Company Shareholders, Andal, Parent or the Surviving Corporation pursuant to Sections 11.2 or 11.7 not to constitute a purchase price adjustment for federal Tax purposes, the Company Shareholders, Andal, Parent or the Surviving Corporation shall pay as Damages subject to the limitations on indemnification provided in Section 10.5 an amount that reflects the actual Tax consequences, as determined by the independent accountants for the indemnified party, of the receipt or accrual of such payment.
Purchase Price Adjustment and Interest. Buyer and Seller agree that any amount paid by Seller or Buyer under this Article 10 or Article 13 shall be treated as an adjustment to the Modified Aggregate Deemed Sales Price unless otherwise required by applicable law. Any payment required to be made by Buyer or Seller under this Article 10 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.
