Tax Related Adjustments. Seller and Buyer agree that any payment of Indemnified Costs made hereunder by Buyer will be treated by the Parties on their tax returns as an adjustment to the taxable consideration received by Buyer in exchange for the Terminal.
Tax Related Adjustments. The Company may make such reductions in the Conversion Price, in addition to those required by this Section 8, as the Board of Directors considers advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. In the event the Company elects to make such a reduction in the Conversion Price, the Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the reduction in the Conversion Price.
Tax Related Adjustments. The Vendor and the Purchaser agree that any payment of Indemnified Costs made hereunder will be treated by the parties on their tax returns as an adjustment to the Purchase Price. If, notwithstanding such treatment by the parties, any payment of Indemnified Costs is determined to be taxable income rather than adjustment to Purchase Price by any taxing authority, then the Indemnifying Party shall indemnify the Indemnified Party for any Taxes payable by the Indemnified Party or any subsidiary by reason of the receipt of such payment (including any payments under this paragraph 8.5), determined at an assumed marginal tax rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant jurisdiction.
Tax Related Adjustments. (a) AOL and WorldCom agree that any indemnity payment made under this Agreement shall be treated by the parties on their Tax Returns as an adjustment to the Purchase Price. If, notwithstanding such treatment by the parties, any indemnity payment is determined to be taxable to (i) AOL (other than as an adjustment to the Purchase Price) or (ii) WorldCom, ANS or any ANS Entity, for federal income Tax purposes by the IRS, the indemnifying party shall indemnify the indemnified party for any additional federal income Taxes payable by the indemnified party by reason of the receipt or accrual of such indemnity payment (including any payments under this Section 6.3).
(b) An indemnity payment otherwise due and payable hereunder shall be decreased (but not below zero) to the extent of any net actual reduction in federal income Tax liability that is actually realized by the indemnified party at the time of its payment of an indemnifiable loss.
(c) Except as provided in Section 6.3(d), WorldCom shall pay to AOL, any refund of any Tax for which AOL is responsible under Section 6.2(a) other than as a result of a carryback of any credit or deduction from a taxable year ending after the Closing Date. WorldCom shall pay to AOL such refund (including interest received thereon) (reduced by any actual Tax increase or actual Tax detriment to WorldCom, ANS or any of the ANS Entities as a result of the receipt thereof, but increased by any actual Tax benefit resulting from such payment) promptly upon receipt thereof by the recipient thereof. WorldCom shall, if AOL requests, cause the relevant entity to file for and obtain any refunds or equivalent amounts to which AOL is entitled under this Section 6.3(c), and WorldCom shall permit AOL to principally control the prosecution of any such refund claim, provided, however, that WorldCom must consent to any such refund claim, which consent may not be unreasonably withheld, and that any such refund claim shall be at the sole expense of the AOL.
(d) AOL agrees that to the extent that ANS or any of the ANS Entities realizes any Tax attribute after the Closing Date that either is required to be or optionally may be carried back to a taxable period ending on or prior to the Closing Date, AOL shall, at WorldCom's sole expense, permit such carryback, shall cooperate in the filing of any required returns or claims for refund and shall pay WorldCom any Tax refund received (including interest received thereon) (reduced by any actual Tax increase...
Tax Related Adjustments. The Company and Purchaser agree that any payment of Indemnified Costs made hereunder will be treated by the parties on their Tax Returns as an adjustment to the Purchase Price. If, notwithstanding such treatment by the parties, any payment of Indemnified Costs is determined to be taxable income rather than adjustment to Purchase Price and counsel to the Indemnified Party shall have advised the Indemnified Party and the Indemnifying Counsel in writing thereof, then the Indemnifying Party shall indemnify the Indemnified Party for any Taxes payable by the Indemnified Party or any subsidiary by reason of the receipt of such payment (including any payments under this Section 8.5), determined at an assumed marginal tax rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant jurisdiction.
Tax Related Adjustments. The Sellers and the Buyer agree that any payment of Indemnified Costs made hereunder will be treated by the Parties on their tax returns as an adjustment to the Purchase Price. ARTICLE VIII
Tax Related Adjustments. Anything in this Section 8 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the First Option Exercise Price, the Second Option Exercise Price or the Third Option Exercise Price, as the case may be, or increase in the number of Shares purchasable upon exercise of any A&M Option, in addition to those required by this Section, as it in its discretion shall reasonably determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights or warrants to purchase stock or securities, or distribution of other assets (other than cash dividends) hereafter made by the Company to its stockholders shall not be taxable.
Tax Related Adjustments. Each Seller and the Buyer agree that any payment of Indemnified Costs and any payments pursuant to Section 2.5(b) or Section 6.8 made hereunder will be treated by the Parties to the extent allowed by Applicable Law, on their tax returns as an adjustment to the Purchase Price.
Tax Related Adjustments. Notwithstanding anything in this Agreement to the contrary, to preserve the status of the Merger as a tax-free reorganization within the meaning of Section 368(a) of the Code, if, based upon the closing price of the Parent Common Stock as reported on the New York Stock Exchange (the “NYSE”) on the Business Day immediately preceding the Effective Time, the Parent Stock Merger Consideration would be less than 43% (or such lesser percentage as would preserve the status of the Merger as a tax-free reorganization within the meaning of Section 368(a) of the Code) of the sum of the Adjusted Cash Merger Consideration plus the positive value of the Parent Stock Merger Consideration plus the positive value of the Parent Warrant Merger Consideration, then, at the option of the Company, Parent will (a) increase the number of shares of Parent Common Stock included in the Parent Stock Merger Consideration and (b) decrease the amount of the Adjusted Cash Merger Consideration by an amount equal to (i) the number of shares added to Parent Common Stock pursuant to subsection (a) above multiplied by (ii) $33.75 so that the aggregate value of the Parent Stock Merger Consideration, as determined based upon the closing price of the Parent Common Stock on the NYSE on the Business Day immediately preceding the Effective Time, is equal to 43% (or such lesser percentage as would preserve the status of the Merger as a tax-free reorganization within the meaning of Section 368(a) of the Code) of the sum of the Adjusted Cash Merger Consideration plus the positive value of the Parent Stock Merger Consideration plus the positive value of the Parent Warrant Merger Consideration.
Tax Related Adjustments. The parties agree that any indemnity payment made hereunder will be treated by the parties on their Tax Returns as an adjustment to the Merger Consideration.
