Tax Treatment of Certain Payments. The parties shall treat any indemnity payment made under this Agreement as an adjustment to the Purchase Price for all U.S. federal, state, local and foreign Tax purposes to the extent permitted by law, and the parties shall, and shall cause their respective Affiliates to, file their Tax Returns accordingly.
Tax Treatment of Certain Payments. The Company and the relevant parties shall treat (i) any payment pursuant to the last sentence of Section 6.6(n) of the Purchase Agreement as a guaranteed payment within the meaning of Section 707(c) of the Code and (ii) the PPV Payment (as defined in the Purchase Agreement) as a partnership distribution, in each case for all U.S. federal, state and local income tax purposes except to the extent otherwise required by a change in law or a Final Determination.
Tax Treatment of Certain Payments. The parties hereto agree to treat, and to cause their respective Affiliates to treat, (i) any payment of the Pre-Interest Contingent Amount and any adjustment to the conversion ratio of the VI Preferred Stock by reason of an Incurred Loss Adjustment Event (as defined in the VI Certificates of Designations) as an adjustment to the Consideration for U.S. federal income tax purposes, and (ii) the excess, if any, of the Contingent Consideration over the Pre-Interest Contingent Amount as interest for U.S. federal income tax purposes, in each case, except to the extent otherwise required by applicable Law (taking into account any rules with respect to imputed or stated interest). Each of the parties shall, and shall cause its respective Affiliates to, file all relevant U.S. federal income Tax Returns in a manner consistent with the treatment described in the immediately preceding sentence.
Tax Treatment of Certain Payments. The parties agree to treat any adjustment to the Purchase Price under Section 1.4(c), any payment made under Section 6.16 and any indemnity payment made under this Agreement, including any indemnity payment made under Article 10 or this Article 11, as an adjustment to the Purchase Price for all Tax purposes and the parties agree to file their Tax Returns accordingly. Table of Contents 37
Tax Treatment of Certain Payments. For applicable Tax purposes, Amazon, the Designated Sellers, Danube and each of their respective Affiliates shall treat any payments made pursuant to this Section 7.14 as an adjustment to Consideration to the maximum extent permitted by applicable Law.
Tax Treatment of Certain Payments. For all relevant Tax purposes, all indemnification payments paid pursuant to Article 10 shall be treated as adjustments to the Purchase Price.
Tax Treatment of Certain Payments. The parties hereto agree to treat, and to cause their respective Affiliates to treat, (i) any adjustment to the conversion ratio of the VI Preferred Stock by reason of an Incurred Loss Adjustment Event (as defined in the VI Certificates of Designations) as an adjustment to the Consideration for U.S. federal income tax purposes, and (ii) the excess of the Deferred Cash Consideration over the Pre-Interest Deferred Cash Amount as interest for U.S. federal income tax purposes, in each case, except to the extent otherwise required by applicable Law (taking into account any rules with respect to imputed or stated interest). Each of the parties shall, and shall cause its respective Affiliates to, file all relevant U.S. federal income Tax Returns in a manner consistent with the treatment described in the immediately preceding sentence. 6.11
Tax Treatment of Certain Payments. For all relevant Tax purposes, all indemnification payments paid pursuant to Article 9 shall be treated as adjustments to the Merger Consideration.
Tax Treatment of Certain Payments. Purchaser and Seller shall treat any payment made pursuant to Section 7.15 or this Article X as an adjustment to the Purchase Price for all Tax purposes. If, notwithstanding the treatment required by the preceding sentence, any payment under Section 7.15 or this Article X (including this Section 10.9) is determined to be taxable to the party receiving such payment by any Taxing Authority, the paying party shall also indemnify the party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any other Losses incurred by the party receiving such payment relating to such Taxes.
Tax Treatment of Certain Payments. Unless otherwise required by applicable Law, the parties shall treat (a) any payment made by or to Seller under this Agreement as a payment made or received by Seller on behalf of Holdco, as the case may be, for U.S. federal income Tax purposes and (b) any indemnity payment made under this Agreement as an adjustment to the Aggregate Consideration for all U.S. federal, state, local and foreign Tax purposes, and the parties shall, and shall cause their respective Affiliates to, file their Tax Returns accordingly.
