Common use of Tax Effects of Indemnification Clause in Contracts

Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement shall be characterized for tax purposes as if such payment were made immediately prior to the Effective Time, and shall therefore be treated, to the extent permitted by law, as either (i) a distribution from Xxxxxx to GM or (ii) a capital contribution from GM to Xxxxxx.

Tax Effects of Indemnification. (a) Any indemnification payment made under this Agreement shall for all Tax purposes, except as required by Applicable Law (as defined in the Stock Purchase Agreement), be characterized for tax purposes as if such payment were made immediately prior to the Effective Time, and shall therefore be treated, to the extent permitted by law, as either (i) a distribution from Xxxxxx to GM or (ii) a capital contribution from by GM to Xxxxxx, as applicable, made immediately prior to the Split-Off Effective Time.