Common use of Purchase Price Adjustment and Interest Clause in Contracts

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. Any amount paid by Seller or Buyers a party to another party under Article 11 Section 11.02 will be treated for all Tax purposes as an adjustment (which shall be allocated pursuant to the Modified Aggregate Deemed Sales 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 to the Modified Aggregate Deemed Sales Price for Federal federal income Tax purposes. In the event of such a Final Determination, Buyers or Seller, as the case may be, payor party shall pay a gross-up 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; 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 a party under Article 11 Section 11.02 that is not made when due shall bear interest at Prime Rate 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. "FINAL DETERMINATION" shall mean A “Final Determination” means (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 Buyer, Seller or any of their Subsidiaries, whichever is responsible for payment of such Buyers Indemnitee 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 Seller Sellers or Buyers Buyer under Article 11 Section 8.7 will be treated as an adjustment to the Modified Aggregate Deemed Sales Price (as required by regulations promulgated under Section 338(h)(10) of the Code), in the case of LMCN and LMCN H, or to the Purchase Price, in the case of LMC, unless a Final Determination (as defined below) causes any such amount (i) to constitute gross income to Buyer (for which no deduction or credit had been or may be taken by Buyer) and (ii) not to constitute an adjustment to the Modified Aggregate Deemed Sales Price or the Purchase Price for Federal Tax purposes. In the event of such a Final Determination, Buyers Buyer or SellerSellers, as the case may be, shall pay a gross-up an 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 Buyer or Seller Sellers under Article 11 Section 8.7 that is not made when due shall bear interest at Prime Rate 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. "FINAL DETERMINATIONFinal 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 Buyer Indemnitee with respect to any item disallowed or adjusted by a Taxing Authority.

Purchase Price Adjustment and Interest. Any amount paid by Seller or Buyers 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, Buyers Buyer or Seller, as the case may be, shall pay a grossgrossed-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 or credits available (including for interest paid or accrued and for Taxes such as state and local income Taxes); PROVIDED, PROVIDED that Buyers 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 Buyers 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 Buyers Buyer Indemnitee with respect to any item disallowed or adjusted by a Taxing Authority.