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, Purchaser, the Company and their respective Affiliates shall 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 as 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 by applicable Law), Seller, Purchaser, the Company Purchased Entities and their respective Subsidiaries and their respective Affiliates shall treat any and all payments under this Article ‎VIIVI, Section ‎‎2.7 2.9, and ‎Article ‎X Article IX 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 other similar provision of state, local or foreign Law), Seller, Purchaser, the Company and their respective Affiliates shall treat any and all payments under this Article ‎VII, Section ‎‎2.7 VIII 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 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, Purchaser, the Company Companies and their respective Affiliates 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 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, Purchaser, the Company Seller and Purchaser shall (and shall cause their respective Affiliates shall to) treat any and all payments under this Article ‎VIIVIII, Section ‎‎2.7 2.7, and ‎Article ‎X Article XI 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, Purchaser, the Company and their respective Affiliates shall treat any and all payments under this Article ‎VII‎Article VII, Section ‎‎2.7 ‎2.7, and ‎Article ‎X 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), SellerParent, Purchaser, the Company Transferred Entities and their respective Affiliates shall treat any and all payments under this Article ‎VIIVII, Section ‎‎2.7 and ‎Article ‎X 2.7, or Section 6.2(b), or under any indemnity, compensation or reimbursement provision, as an adjustment to the Purchase Price 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, Purchaser, the Company Seller and Purchaser shall (and shall cause their respective Affiliates shall to) treat any and all payments under this Article ‎VIIVII, Section ‎‎2.7 2.13, 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 pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law)Determination, Seller, PurchaserBuyer, the Company Acquired Companies and their respective Subsidiaries and their respective Affiliates shall treat any and all payments under this Article ‎VIISection 6.9, Section ‎‎2.7 1.2(e), Section 2.1(e), and ‎Article ‎X Article 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, Purchaser, the Company Parties and their respective Affiliates 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 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), Sellerthe Parent, PurchaserMerger Sub, the Securityholders, the Company and their respective Affiliates shall treat any and all payments under this Section 10.3 and Article ‎VII, Section ‎‎2.7 and ‎Article ‎X VIII 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, Purchaser, the Company Seller and Purchaser shall (and shall cause their respective Affiliates shall to) 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 U.S. state, local or foreign non-U.S. Law)), Seller, Purchaser, the Company Seller and Buyer shall (and shall cause their respective Affiliates shall to) treat any and all payments under Section 2.8(g), this Article ‎VIIVII, Section ‎‎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 as 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 by applicable Law), Seller, PurchaserBuyer, the Purchased Company and their respective Subsidiaries and their respective Affiliates shall treat any and all payments under this Section 2.9, and Article ‎VII, Section ‎‎2.7 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 other similar provision of state, local or foreign Law), Sellerthe Parent, PurchaserMerger Sub, the Securityholders, the Company and their respective Affiliates 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 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, Purchaser, the Company Purchased Subsidiaries and their respective Subsidiaries and their respective Affiliates 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 Article 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), SellerParent, Purchaser, the Company Transferred Entities and their respective Affiliates shall treat any and all payments under this Article ‎VIISection 2.7, Section ‎‎2.7 6.6, Section 6.16 and ‎Article ‎X Article X as an adjustment to the 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, Purchaser, the Company Purchaser and their respective Affiliates shall treat any and all payments under this Article ‎VIISection 2.9, Section ‎‎2.7 2.13, 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 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, Purchaser, the Company and their respective Affiliates 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 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, Purchaserthe Company and its Subsidiaries, the Company Indemnifying Holders, the Acquirer and their respective Affiliates 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 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, Purchaser, the Company Sellers and Purchaser shall (and shall cause their respective Affiliates shall to) treat any and all payments under this Article ‎VIIVII, Section ‎‎2.7 2.7, Section 2.9, 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 provision of state, local or foreign Law), Seller, Purchaser, the Company Purchased Companies and their respective Subsidiaries and their respective Affiliates shall treat any and all payments under this Article ‎VIIVI, Section ‎‎2.7 2.10, and ‎Article ‎X Article IX 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 applicable analogous provision of state, local or foreign non-U.S. Law), Seller, PurchaserBuyer, the Company NLC and their respective Affiliates 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 Closing Purchase Price for Income Tax purposes.

Tax Treatment of Payments. Except Any payment made pursuant to Section 3.2, Section 8.4 or Article X, except to the extent otherwise such payments are required pursuant by Law to a “determination” (within the meaning be treated as interest for tax purposes, shall be deemed to be, and each of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller, Purchaser, the Company Sellers and their respective Affiliates Purchaser shall treat any and all such payments under this Article ‎VII, Section ‎‎2.7 and ‎Article ‎X as an adjustment to the Purchase Price purchase price for Tax all federal, state, local and foreign 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 non-U.S. Law), SellerParent, Purchaser, the Company Transferred Entities and their respective Affiliates shall treat any and all payments under this Article ‎VIISection 2.7, Section ‎‎2.7 8.11, 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 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, Purchaser, the Company and their respective Subsidiaries and Affiliates shall treat any and all payments under this Article ‎VIIVII, Article X, Section ‎‎2.7 2.9 and ‎Article ‎X Section 5.8(c) as an adjustment to the Purchase Price 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 similar provision of state, local or foreign non-U.S. Law), Seller, Purchaser, the Company Purchaser and their respective Affiliates shall treat any and all payments under this Article ‎VII, Section ‎‎2.7 and ‎Article ‎X 2.4 as an adjustment to the Total 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 by applicable Law), Seller, Purchaser, the Company Purchased Entities and their respective Affiliates shall treat any and all payments under this Section 2.9 and Article ‎VII, Section ‎‎2.7 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 provision of state, local or foreign Lawlaw), Seller, Purchaser, the Company Buyer and their respective Affiliates affiliates shall treat any and all payments under this Article ‎VIIVII, Section ‎‎2.7 2.09 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), SellerParent, Purchaser, the Company Transferred Entities and their respective Affiliates 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 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), SellerSellers, Purchaser, the Company Neptune Entities and their respective Affiliates shall treat any and all payments under this Section 2.5 and Article ‎VII, Section ‎‎2.7 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 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, Purchaser, the Company Purchased Entities and their respective Affiliates shall treat any and all payments under this Article ‎VIISection 2.5, Section ‎‎2.7 7.3, Section 7.4 and ‎Article ‎X Article X, and any Milestone Payments, 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), SellerParent, Purchaser, the Company Transferred Companies and their respective Affiliates 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 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, Purchaser, the Company Transferred Entities and their respective Affiliates 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 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, Purchaser, the Company each Equity Selling Entity and Purchaser shall (and shall cause their respective Affiliates shall to) treat any and all payments under this Section 7.7, and Article ‎VII, Section ‎‎2.7 and ‎Article ‎X 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), SellerParent, Purchaser, the Company Transferred Entities and their respective Affiliates shall treat any and all payments under this Article ‎VIISection 2.7, Section ‎‎2.7 7.7 and ‎Article ‎X Section 8.9 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), Sellerthe Company Stockholders, PurchaserBuyer, the Company Company, and their respective Affiliates affiliates shall treat any and all payments under this Article ‎VII, Section ‎‎2.7 II and ‎Article ‎X 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(a1313(a)(1) of the Code or any similar provision of state, U.S. state or local or foreign non-U.S. Law), Seller, Purchaser, the Company Purchased Companies and their respective Affiliates 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 Article IX as an adjustment to the Final Purchase Price for under applicable Tax purposesLaw.

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, SellerParent, Purchaser, the Company and their respective Affiliates shall treat any and all payments under this Article ‎VIISection 2.7, Section ‎‎2.7 5.18(h), Section 6.8, Section 7.6(c), Article X and ‎Article ‎X any Parent True-Up Payment or Purchaser True-Up Payment pursuant to Section 5.21 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) or otherwise by applicable Law), Seller, Purchaser, the Company Buyer and their respective Affiliates affiliates shall treat any and all payments under this Article ‎VIIVII, Section ‎‎2.7 2.09 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 other similar provision of state, local or foreign Law), Seller, Purchaserthe Parent, the Company Merger Sub, the Securityholders and the Company, and their respective Affiliates Affiliates, shall treat any and all payments under this Section 10.03 and Article ‎VII, Section ‎‎2.7 and ‎Article ‎X VIII 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, Purchaser, the Company Purchased Entities (and the Subsidiaries thereof) and their respective Affiliates shall treat any and all payments under this Article ‎VIIVII, Section ‎‎2.7 2.9, Section 2.10 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 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), SellerParent, Purchaser, the Company Transferred Entities and their respective Affiliates shall treat any and all payments under this Article ‎VIISection 2.7, Section ‎‎2.7 6.21, Section 8.2 and ‎Article ‎X Section 8.10 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), SellerParent, Purchaser, the Company Transferred Entities and their respective Affiliates 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 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), SellerParent, Purchaser, the Company Transferred Entities and their respective Affiliates shall treat any and all payments under this Article ‎VIISection 2.7, Section ‎‎2.7 2.9, Section 6.6, Section 6.17, Section 7.3(c)(B) 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 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, Purchaser, the Company Transferred Entities and their respective Affiliates shall treat any and all payments under this Article ‎VII, Section ‎‎2.7 and ‎Article ‎X VII or 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, Purchaser, the Company Sellers and Purchaser shall (and shall cause their respective Affiliates shall to) treat any and all payments under this Article ‎VIIVII, Section ‎‎2.7 2.7, Section 2.9, 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 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, PurchaserBuyer, the Company Transferred Entities and their respective Affiliates shall treat any and all payments under Section 3.05, this Article ‎VII, Section ‎‎2.7 ARTICLE IX 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 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, Purchaserthe Company, the Company Stockholder Indemnifying Parties, the Buyer and their respective Affiliates 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 purchase price for Tax purposes.