Tax Effect of Indemnification Payments. All indemnity payments made by Seller to Purchaser Indemnitees, or by Purchaser to Seller Indemnitees, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Price.
Tax Effect of Indemnification Payments. All indemnity payments made pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the Purchase Price.
Tax Effect of Indemnification Payments. All amounts received by Acquiror Indemnified Persons pursuant to this Section 9 shall be treated for all Tax purposes as adjustments to the aggregate Merger Consideration.
Tax Effect of Indemnification Payments. All indemnity payments made pursuant to this Article XI shall be treated for all Tax purposes as adjustments to the consideration paid with respect to the Securities.
Tax Effect of Indemnification Payments. Seller and Purchaser agree that any payment made under Article IX hereof will be treated by the parties on their Tax returns as an adjustment to the Purchase Price.
Tax Effect of Indemnification Payments. All indemnity payments made pursuant to this Article VIII or Section 5.4 shall be treated for all Tax purposes as adjustments to the Purchase Price.
Tax Effect of Indemnification Payments. In determining the amount of claims against an indemnifying party pursuant to this Section 8, there shall be added (in the case of a tax detriment) or deducted (in the case of a tax benefit) to or from the amounts to be paid by the indemnifying party an amount equal to the net present value of any tax benefit or tax detriment (federal, state, local or foreign) realized or expected by the independent public accountants of Seller to be realized by the indemnified party by reason of such claim and the receipt of any indemnity payment pursuant to this Section 8. For purposes of this Section 8.5, "present value" shall be calculated using the applicable annual Federal mid-term rate, as that term is defined in the Code, as in effect for the month in which the payment is to be made; "tax benefit" and "tax detriment" shall be calculated using the actual effective tax rate with respect to the taxable period or periods for which the tax benefit or the tax detriment, as the case may be, is realized or incurred, or expected by the independent public accountants of Seller to be realized or incurred, as the case may be.
Tax Effect of Indemnification Payments. All indemnification payments made pursuant to Article VI shall be treated for all Tax purposes as adjustments to the consideration paid with respect to the Shares. Table of Contents
Tax Effect of Indemnification Payments. All indemnity payments made by the Selling Shareholders to the Purchaser Indemnified Persons, or by the Purchaser Indemnified Persons to the Selling Shareholders, pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the consideration paid with respect to the Shares.
Tax Effect of Indemnification Payments. All indemnity payments made by Parent to Purchaser or any of its Affiliates pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the consideration paid with -47- respect to the Shares.
