Common use of Tax Related Adjustments Clause in Contracts

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.

Appears in 6 contracts

Samples: Agreement (Digagogo Ventures Corp), Agreement (Digagogo Ventures Corp), Agreement (Digagogo Ventures Corp)

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Tax Related Adjustments. The Vendor Company and the Purchaser agree that any payment of Indemnified Costs made hereunder will be treated by the parties on their tax returns 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 authorityPrice, 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 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Triton Energy LTD), Stock Purchase Agreement (Triton Energy LTD)

Tax Related Adjustments. The Vendor Seller and the Purchaser Buyer agree that any payment of Indemnified Costs made hereunder will be treated by the parties on their tax returns 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 8.5Section 11.8), determined at an assumed marginal tax rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant jurisdiction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Odyssey Healthcare Inc)

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Tax Related Adjustments. The Vendor REIT and the Purchaser Buyer agree that any payment of Indemnified Costs made hereunder will be treated by the parties on their tax returns 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 8.5Section 8.6), determined at an assumed marginal tax rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant jurisdiction.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lsf3 Capital Investments I LLC)

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