Common use of Tax Characterization of Adjustments Clause in Contracts

Tax Characterization of Adjustments. Seller and Purchaser agree to treat, and cause their respective Subsidiaries to treat, all payments made either to or for the benefit of the other under any indemnity provisions of this Agreement and for any misrepresentations or breach of warranty or covenants as adjustments to the Purchase Price for Tax purposes and that such treatment shall govern for purposes hereof.

Tax Characterization of Adjustments. Seller and Purchaser agree to treat, and cause their respective Subsidiaries to treat, treat all payments made either to or for the benefit of the other following the respective Closings (including any payments made under any indemnity provisions of this Agreement and for any misrepresentations or breach of warranty or covenants Agreement) as adjustments to the Purchase Price for all Tax purposes and that such treatment shall govern for purposes hereofpurposes, except as otherwise required by applicable Law.

Tax Characterization of Adjustments. Seller and Purchaser agree to treat, and cause their respective Subsidiaries and/or Affiliates to treat, all payments made either to or for the benefit of the other under any indemnity provisions of this Agreement and for any misrepresentations or breach of warranty or covenants as adjustments to the Purchase Price for Tax purposes and that such treatment shall govern for purposes hereof.

Tax Characterization of Adjustments. Seller and Purchaser agree to treat, and Purchaser shall cause their respective its Subsidiaries to treat, all payments made either to or for the benefit of the other under any indemnity provisions of this Agreement and for any misrepresentations (including under Section 7.04 or breach of warranty or covenants Article X) as adjustments to the Purchase Price for Tax purposes and that such treatment shall govern for purposes hereof.