Common use of Tax Treatment of Payments Clause in Contracts

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller and Purchaser shall (and shall cause their respective Affiliates to) treat any and all payments under this Article VII, Section 2.7, and Article X as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Seller, Purchaser, the Company and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII‎VII, Section 2.7, ‎‎2.7 and Article X ‎Article ‎X as an adjustment to the purchase price Purchase Price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required by applicable Law (including pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law)), Seller and Purchaser shall (and shall cause their respective Affiliates to) treat any and all payments under this Article VIIVIII, Section 2.7, and Article X XI as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any other similar provision of state, local or foreign Law), Seller the Parent, Merger Sub, the Securityholders, the Company and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, 10.3 and Article X VIII as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Seller, Purchaser, the Company and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article ‎Article VII, Section 2.7‎2.7, and Article ‎Article X as an adjustment to the purchase price Purchase Price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law), Seller the Parties and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments or deductions under this Article VII, Section 2.7, and Article X 7.19 as an adjustment to the purchase price Purchase Price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Parent, Purchaser, the Transferred Entities and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, and Article X or Section 6.2(b), or under any indemnity, compensation or reimbursement provision, as an adjustment to the purchase price for U.S. Tax purposes and, to the extent permitted by applicable Law, non-U.S. Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required by applicable Law (including pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law)), Seller and Purchaser shall (and shall cause their respective Affiliates to) treat any and all payments under this Article VII, Section 2.72.13, and Article X as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within Determination, Seller, Buyer, the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Acquired Companies and Purchaser shall (their respective Subsidiaries and shall cause their respective Affiliates to) shall treat any and all payments under this Article VIISection 6.9, Section 2.71.2(e), Section 2.1(e), and Article X VIII as an adjustment to the purchase price consideration for income Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law), Seller Seller, Purchaser, the Transferred Entities and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, and VII or Article X as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any other similar provision of state, local or foreign Law), Seller the Parent, Merger Sub, the Securityholders, the Company and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Section 1.09 or Article VII, Section 2.7, and Article X VIII as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Lawlaw), Seller Seller, Buyer and Purchaser shall (and shall cause their respective Affiliates to) affiliates shall treat any and all payments under this Article VII, Section 2.72.09 or Article X, and Article X any and all payments from Seller to Buyer under Section 11.02 as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar analogous provision of state, local or foreign Law), Seller Seller, Buyer, the Transferred Entities and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under Section 3.05, this Article VII, Section 2.7, ARTICLE IX and Article ARTICLE X as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required by applicable Law (including pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law)), Seller Seller, each Equity Selling Entity and Purchaser shall (and shall cause their respective Affiliates to) treat any and all payments under this Article VII, Section 2.77.7, and Article X as an adjustment to the purchase price Purchase Price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Parent, Purchaser, the Transferred Entities and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, Section 2.9, Section 6.6, Section 6.17, Section 7.3(c)(B) and Article X as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to applicable Tax Laws (and relevant accounting rules) and to a “determination” (within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign non-U.S. Law), Seller Seller, Purchaser, the Purchased Entities and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VIISection 2.5, Section 2.77.3, Section 7.4 and Article X, and Article X any Milestone Payments, as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign non-U.S. Law), Seller the Company and Purchaser shall (its Subsidiaries, the Indemnifying Holders, the Acquirer and shall cause their respective Affiliates to) shall treat any and all purchase price adjustments and indemnification payments under this Article VII, Section 2.7, and Article X as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller the Company Stockholders, Buyer, the Company, and Purchaser shall (and shall cause their respective Affiliates to) affiliates shall treat any and all payments under this Article VII, Section 2.7, II and Article X as an adjustment to the purchase price consideration for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign law) or otherwise by applicable Law), Seller Seller, Buyer and Purchaser shall (and shall cause their respective Affiliates to) affiliates shall treat any and all payments under this Article VII, Section 2.72.09 or Article X, and Article X any and all payments from Seller to Buyer under Section 11.02 as an adjustment to the purchase price Purchase Price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Seller, Purchaser, the Transferred Entities and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, and Article X as an adjustment to the purchase price Purchase Price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Parent, Purchaser, the Transferred Entities and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, Section 6.6, Section 6.16 and Article X as an adjustment to the purchase price Closing Purchase Price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller and Purchaser shall Seller, Purchaser, the Purchased Entities (and shall cause the Subsidiaries thereof) and their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.72.9, Section 2.10 and Article X as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Seller, Purchaser, the Company and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, and Article X as an adjustment to the purchase price Purchase Price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Sellers and Purchaser shall (and shall cause their respective Affiliates to) treat any and all payments under this Article VII, Section 2.7, Section 2.9, and Article X as an adjustment to the purchase price for Tax purposes.. 7.11

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Seller, Purchaser, the Companies and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, and Article X as an adjustment to the purchase price Purchase Price for Tax purposes.. 7.11

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law)) or otherwise required by a change in applicable Law, Seller Parent, Purchaser, the Company and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, and Section 5.18(h), Section 6.8, Section 7.6(c), Article X and any Parent True-Up Payment or Purchaser True-Up Payment pursuant to Section 5.21 as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any other similar provision of state, local or foreign Law), Seller Seller, Purchaser, the Company and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, VIII and Article X as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Parent, Purchaser, the Transferred Entities and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, Section 7.7 and Article X Section 8.9 as an adjustment to the purchase price for Tax purposes.. Section 8.7

Tax Treatment of Payments. Except to the extent otherwise required by applicable Law (including pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of U.S. state, local or foreign non-U.S. Law)), Seller and Purchaser Buyer shall (and shall cause their respective Affiliates to) treat any and all payments under Section 2.8(g), this Article VII, Section 2.7, and Article X as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Parent, Purchaser, the Transferred Entities and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, and Article X 2.7 as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Seller, Purchaser, the Companies and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, and Article X as an adjustment to the purchase price Purchase Price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Seller, Purchaser, the Purchased Subsidiaries and Purchaser shall (their respective Subsidiaries and shall cause their respective Affiliates to) shall treat any and all payments under this Article VIISection 2.9, and any and all payments for indemnification under Section 6.1, Section 2.7, 6.2 and Article X as an adjustment to the purchase price for IX in accordance with relevant U.S. federal, state and foreign Tax Law purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Seller, Purchaser, the Company and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII‎VII, Section 2.7, ‎‎2.7 and Article X ‎Article ‎X as an adjustment to the purchase price Purchase Price for Tax purposes.. 7.11

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code (or any similar analogous provision of state, state or local or foreign Law), Seller Seller, Purchaser, and Purchaser shall (and shall cause their respective Subsidiaries and Affiliates to) shall treat any and all payments under this Article VII, Article X, Section 2.7, 2.9 and Article X Section 5.8(c) as an adjustment to the purchase price for U.S. federal, state and local Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any other similar provision of state, local or foreign Law), Seller the Parent, the Merger Sub, the Securityholders and Purchaser shall (the Company, and shall cause their respective Affiliates to) Affiliates, shall treat any and all payments under this Article VII, Section 2.7, 10.03 and Article X VIII as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign non-U.S. Law), Seller Parent, Purchaser, the Transferred Entities and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, Section 6.21, Section 8.2 and Article X Section 8.10 as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Parent, Purchaser, the Transferred Companies and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, 2.7 and Article X as an adjustment to the purchase price Purchase Price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign non-U.S. Law), Seller Parent, Purchaser, the Transferred Entities and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VIISection 2.7, Section 2.78.11, and Article X as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any other similar provision of state, local or foreign Law), Seller Seller, Purchaser, the Company and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, VIII and Article X as an adjustment to the purchase price for Tax purposes.. Section 8.9

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Seller, Purchaser and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VIISection 2.9, Section 2.72.13, and Article X as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Parent, Purchaser, the Transferred Entities and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VII, Section 2.7, and Article X Agreement following the Closing Date as an adjustment to the purchase price for all Tax purposes, in each case to the maximum extent permitted by applicable Law.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law), Seller Seller, Purchaser, the Purchased Companies and Purchaser shall (their respective Subsidiaries and shall cause their respective Affiliates to) shall treat any and all payments under this Article VIIVI, Section 2.72.10, and Article X IX as an adjustment to the purchase price for Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar applicable analogous provision of state, local or foreign non-U.S. Law), Seller Seller, Buyer, NLC and Purchaser shall (and shall cause their respective Affiliates to) shall treat any and all payments under this Article VIISection 2(c)(vii), Section 2.7, and Article X 9(a) or Section 9(b) as an adjustment to the purchase price Closing Purchase Price for Income Tax purposes.

Tax Treatment of Payments. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller Sellers and Purchaser shall (and shall cause their respective Affiliates to) treat any and all payments under this Article VII, Section 2.7, Section 2.9, and Article X as an adjustment to the purchase price for Tax purposes.