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 Buyer under Article 8 or 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, Buyer or Seller, as the case may be, shall pay a grossed-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 the effect of deductions or credits available (including for interest and Taxes); PROVIDED that Buyer 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, and that Seller shall be required to pay to Buyer only the excess of the amount so calculated over the net present value of the additional Tax or Taxes that would have been incurred by the Buyer Indemnitees if such payment had been treated as an adjustment to the Purchase Price. Any payment required to be made by Buyer or Seller under Article 8 or 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 Buyer 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. 96 SECTION 8.10. Survival.......................................................96
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.
Purchase Price Adjustment and Interest. Any amount paid by Seller or Buyer under Section 11.02 or Section 11.03 shall be treated as an adjustment to the Purchase Price unless otherwise required by Applicable Law.
