Tax Treatment of Adjustments. The Purchasers and the Company agree to treat any indemnity payment made pursuant to Section 10.1 or 10.2 as an adjustment to the Purchase Price for all Tax purposes.
Tax Treatment of Adjustments. Any adjustment to the First Tranche Consideration made pursuant to this Section 2.6 shall be treated as an adjustment to the Consideration for all Tax purposes unless otherwise required by any applicable Law.
Tax Treatment of Adjustments. 41 10.6 Survival.......................................................................................41 ARTICLE XI INTERPRETATION; DEFINITIONS
Tax Treatment of Adjustments. Any payment by SGAI or Xxxxx Inc. under this Section 2.05 shall be treated for Tax purposes as an adjustment to the Acquisition Price (as defined in the Tax Matters Agreement).
Tax Treatment of Adjustments. 26 8.6 SURVIVAL................................................................................................. 26
Tax Treatment of Adjustments. (a) The provisions of this Article VIII shall in no way limit, supersede or otherwise affect the rights of any party under Section 1.4, and nothing contained in Section 1.4 relating to an adjustment to the Initial Principal Amount shall limit, supersede or otherwise affect the rights of any party under this Article VIII, provided that no party shall be entitled to be compensated more than once for the same Loss.
(b) Cognitronics and the Company Noteholders agree to treat any indemnity payment made pursuant to Article VIII or Section 5.1 as an adjustment to the Merger Consideration for all Tax purposes.
Tax Treatment of Adjustments. All payments made under this Section 2.04 shall be treated by the Parties as adjustments to the Purchase Price for Tax purposes, unless otherwise required by Law.
Tax Treatment of Adjustments. Buyer and Seller acknowledge and agree that any adjustments under this Section 2.6 shall constitute adjustments to the purchase price for federal (and, to the extent applicable, state, local, and foreign) income Tax purposes, and Buyer and Seller shall file all Tax Returns consistently therewith.
Tax Treatment of Adjustments. Except as otherwise required by Law, any amounts which may become payable under Article II will constitute an adjustment to the Purchase Price for all applicable Tax purposes.
Tax Treatment of Adjustments. For all Tax purposes, Purchaser and NATCO shall treat any indemnity payment made under Section 9.1 or Section 9.2 as an adjustment to the purchase price paid under Section 1.1. However, to the extent that the receipt of an indemnity payment under this Agreement is not treated as a purchase price adjustment, the Indemnified Party shall be indemnified and held harmless for any Tax consequences arising from the receipt or accrual of an indemnity payment under this Agreement (including any payment under this Section 9.4).
