Common use of Tax Treatment of Indemnity Payments Clause in Contracts

Tax Treatment of Indemnity Payments. Sellers and Buyer agree to treat any indemnity payment made pursuant to this Article VIII as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Law. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers and Buyer the Purchaser agree to treat any indemnity payment made pursuant to this Article VIII X as an adjustment to the Purchase Price purchase price for all federal, state, local and foreign income Tax purposes to the extent permitted by applicable Lawpurposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII X (including this Section 10.7) 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 Losses expenses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers and Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article VIII as an adjustment to the Purchase Price Cash Consideration for all Tax purposes to the extent permitted by applicable Lawincome tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII is determined to be taxable to the party Party receiving such payment by any Taxing Tax Authority, the paying party Party shall also indemnify the party Party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any Losses incurred by the party Party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers Seller and Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article VIII X as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawpurposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII X (including this Section 10.6) 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers The Member and Buyer the Purchaser agree to treat any indemnity payment made pursuant to this Article VIII IX as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawfederal, state, local and foreign income tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII IX (including, without limitation, this Section 9.8) 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 Losses Expenses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers Seller and Buyer Parent agree to treat any indemnity payment made pursuant to this Article VIII X as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawpurposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII X (including this Section 10.5) 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers Seller, Parent and Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article VIII X as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawincome tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII X (including this Section 10.7) 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers Seller, the Shareholders and Buyer agree to treat any indemnity payment made pursuant to this Article VIII VI as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawincome tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under this Article VIII VI (including this Section 6.10) is determined to be taxable to the party Party receiving such payment by any Taxing Authority, the paying party Party shall also indemnify the party Party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes), which amount shall be determined by the Independent Accountant.

Tax Treatment of Indemnity Payments. Sellers The Sellers, Owners and Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article VIII X as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawincome tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII X (including this Section 10.5) 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers The Signing Stockholders and Buyer the Owners agree to treat any indemnity payment made pursuant to this Article VIII IX as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawincome tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII IX (including Section 9.6) 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers To the extent permitted by Law, Seller and Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article VIII as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawpurposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII (including this Section 8.6) 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers and Buyer agree to treat any indemnity payment made pursuant to this Article VIII Section 10 as an adjustment to the Purchase Price for all Tax purposes to the extent permitted purposes, unless otherwise required by applicable Law. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII is determined to be taxable to the party receiving such payment by any Taxing Governmental 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 in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers and Buyer the Purchaser agree to treat any indemnity payment made pursuant to this Article VIII ARTICLE III as an adjustment to the Base Purchase Price for all Tax purposes to the extent permitted by applicable Lawincome tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII ARTICLE III (including this Section 8.5) 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Sellers and Buyer the Purchaser agree to treat any indemnity payment made pursuant to ARTICLE VII or this Article VIII ARTICLE VII as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawincome tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article ARTICLE VII or this ARTICLE VIII (including this Section 8.07) 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers Seller, the Members and Buyer agree to treat any indemnity payment made pursuant to this Article VIII VI as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawincome tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under this Article VIII VI (including this Section 6.6) is determined to be taxable to the party Party receiving such payment by any Taxing AuthorityGovernmental Entity, the paying party Party shall also indemnify the party Party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes), which amount shall be determined by the Independent Accountant.

Tax Treatment of Indemnity Payments. The Sellers and Buyer the Purchaser agree to treat any indemnity payment made pursuant to this Article VIII X as an adjustment to the Purchase Price purchase price for all federal, state, local and foreign income Tax purposes to the extent permitted by applicable Lawpurposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII X (including this Section 10.8) 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 Losses expenses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers The Shareholders and Buyer the Purchaser agree to treat any indemnity payment made pursuant to this Article VIII as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawincome tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under this Article VIII is determined to be taxable to the party receiving such payment by any Taxing Governmental 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes)) and deducted from any tax deductibility resulting from the Losses incurred by party receiving such payment.

Tax Treatment of Indemnity Payments. Sellers Seller, the Shareholders and Buyer agree to treat any indemnity payment made pursuant to this Article VIII VI as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawincome tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under this Article VIII VI (including this Section 6.9) is determined to be taxable to the party Party receiving such payment by any Taxing AuthorityGovernmental Entity, the paying party Party shall also indemnify the party Party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes), which amount shall be determined by the Independent Accountant.

Tax Treatment of Indemnity Payments. Sellers and Buyer The Parties agree to treat any indemnity payment made pursuant to this Article VIII VI as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Law. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under this Article VIII VII is determined to be taxable to the party receiving such payment by any Taxing Authoritytaxing 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers Seller, the Shareholder and Buyer agree to treat any indemnity payment made pursuant to this Article VIII VI as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawincome tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under this Article VIII VI (including this Section 6.9) is determined to be taxable to the party Party receiving such payment by any Taxing AuthorityGovernmental Entity, the paying party Party shall also indemnify the party Party receiving such payment for any Taxes incurred by reason of the receipt of such payment and any Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes), which amount shall be determined by the Independent Accountant.

Tax Treatment of Indemnity Payments. Sellers Seller and Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article VIII X as an adjustment to the Purchase Price for all Tax purposes purposes, to the extent permitted by applicable Law. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII X (including this Section 10.5) 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).. ARTICLE XI

Tax Treatment of Indemnity Payments. Sellers The Seller and Buyer the Purchaser agree to treat any indemnity payment made pursuant to this Article VIII X as an adjustment to the Purchase Price purchase price for all federal, state, local and foreign income Tax purposes to the extent permitted by applicable Lawpurposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII X (including this Section 10.7) 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 Losses expenses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers Seller and Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article VIII X as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawincome tax purposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII X (including this Section 10.6) 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. The Equity Sellers and Buyer Purchaser agree to treat any indemnity payment made pursuant to this Article VIII as an adjustment to the Purchase Price for all income Tax purposes to the extent permitted by applicable Lawpurposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII 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 payment, and any Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers The Seller and Buyer the Purchaser agree to treat any indemnity payment made pursuant to this Article VIII X as an adjustment to the Purchase Price purchase price for all federal, state, local and foreign income Tax purposes to the extent permitted by applicable Lawpurposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII X (including this Section 10.8) 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 Losses expenses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).

Tax Treatment of Indemnity Payments. Sellers and Buyer The Parties agree to treat any indemnity payment made pursuant to this Article VIII VII as an adjustment to the Purchase Price for all Tax purposes to the extent permitted by applicable Lawpurposes. If, notwithstanding the treatment required by the preceding sentence, any indemnification payment under Article VIII VII (including this Section 7.7) 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 Losses incurred by the party receiving such payment in connection with such Taxes (or any asserted deficiency, claim, demand, action, suit, proceeding, judgment or assessment, including the defense or settlement thereof, relating to such Taxes).