Common use of Tax Treatment of Indemnification Clause in Contracts

Tax Treatment of Indemnification. For all Tax purposes, Purchaser and Seller agree to treat any adjustments to amounts paid under this Agreement and any indemnity payment under this Agreement as an adjustment to the Purchase Price unless a final determination of a Taxing Authority (which shall include the execution of an IRS Form 870-AD or successor form or an HMRC Enquiry Closure Notice form) provides otherwise.

Tax Treatment of Indemnification. For all Tax purposes, Purchaser and Seller agree to treat any adjustments (and will cause each of their respective affiliates to amounts paid under this Agreement and treat) any indemnity payment under this Agreement as an adjustment to the Purchase Price unless a final determination of a Taxing Authority by the U.S. Internal Revenue Service (the “IRS”) (which shall determination will include the execution of an IRS Form 870, Form 870-AD or successor form forms) or an HMRC Enquiry Closure Notice form) the applicable Taxing Authority provides otherwise.

Tax Treatment of Indemnification. For all Tax purposes, Purchaser and Seller agree to treat any adjustments (and shall cause each of their respective affiliates to amounts paid under this Agreement and treat) any indemnity payment under this Agreement as an adjustment to the Final Purchase Price unless (i) otherwise required by Applicable Law or (ii) a final determination of a Taxing Authority by the U.S. Internal Revenue Service (the “IRS”) (which determination shall include the execution of an IRS Form 870-AD or successor form or an HMRC Enquiry Closure Notice form) or the applicable Taxing Authority provides otherwise.

Tax Treatment of Indemnification. For all Tax purposes, Purchaser and Seller agree shall treat (and shall cause each of their respective Affiliates to treat any adjustments to amounts paid under this Agreement and treat) any indemnity payment under this Agreement as an adjustment to the Final Purchase Price unless a final determination of a Taxing Authority by the U.S. Internal Revenue Service (the “IRS”) (which shall determination will include the execution of an IRS Form 870-AD 870‑AD or successor form or an HMRC Enquiry Closure Notice form) or the applicable Taxing Authority provides otherwise.

Tax Treatment of Indemnification. For all Tax purposes, Seller and Purchaser shall treat (and Seller agree shall cause each of their respective Affiliates to treat any adjustments to amounts paid under this Agreement and treat) any indemnity payment under this Agreement and any payment pursuant to Section 2.4(c) as an adjustment to the Final Purchase Price unless a final determination of a by the IRS or other applicable Taxing Authority (which shall include must include, in the case of the IRS, the execution of an IRS Form 870-AD or successor form or an HMRC Enquiry Closure Notice form) provides otherwise.

Tax Treatment of Indemnification. For all Tax purposes, Purchaser and Seller agree to treat any adjustments (and shall cause each of their respective affiliates to amounts paid under this Agreement and treat) any indemnity payment under this Agreement as an adjustment to the Final Purchase Price unless a final determination of a by the relevant Taxing Authority (which shall include include, in the case of the Internal Revenue Service (the “IRS”), the execution of an IRS Form 870-AD or successor form or an HMRC Enquiry Closure Notice form) provides otherwise.

Tax Treatment of Indemnification. For all Tax purposes, Purchaser and the Seller Parties agree to treat any adjustments to amounts paid under this Agreement and any indemnity payment under this Agreement as an adjustment to the Adjusted Purchase Price unless a final determination of a Taxing Authority (which shall include the execution of an IRS Form 870-AD or successor form or an HMRC Enquiry Closure Notice form) provides otherwise.