Common use of Tax Effects of Indemnification Clause in Contracts

Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement by the Purchaser to any GM Indemnitee, or by GM to any Purchaser Indemnitee, shall for all Tax purposes, except as required by Applicable Law, be characterized as an adjustment to the Purchase Price. Any indemnification payment made under this Agreement by GM to any Xxxxxx Indemnitee, or by Xxxxxx to any GM Indemnitee, shall for all Tax purposes, except as required by Applicable Law, be characterized as a distribution from Xxxxxx to GM or a contribution by GM to Xxxxxx, as applicable, made immediately prior to the Split-Off Effective Time. Any indemnification payment made under this Agreement by the Purchaser to any Xxxxxx Indemnitee shall for all Tax purposes, except as required by Applicable Law, be characterized as a contribution by the Purchaser to Xxxxxx. (b) The amount of any Loss for which indemnification is provided under this Agreement shall be adjusted in accordance with Section 5.5(b) of the Separation Agreement.