Common use of Treatment of Indemnification Payments Clause in Contracts

Treatment of Indemnification Payments. The Parties agree to treat all indemnification payments made under this Article VIII (including payments under Sections 8.1 and 8.2) as adjustments to the Purchase Price for all income Tax purposes and to take no position contrary thereto in any Tax Return or audit or examination by, or proceeding before, any taxing authority, except as required by a change in Law or a “determination” as defined in Section 1313 of the Code and the Treasury Regulations thereunder.

Treatment of Indemnification Payments. The Parties hereto agree to treat all indemnification payments made under pursuant to this Article VIII (including including, without limitation, payments under pursuant to Sections 8.1 and 8.2) as adjustments to the Purchase Price for all income Tax purposes and to take no position contrary thereto in any Tax Return or audit or examination by, or proceeding before, any taxing authority, except as required by a change in Law law or a “determination” as defined in Section 1313 of the Code and the Treasury Regulations thereunder.

Treatment of Indemnification Payments. The Parties parties hereto agree to treat all indemnification payments made under pursuant to this Article VIII (including payments under Sections 8.1 and 8.2) Agreement shall be treated as adjustments to the Purchase Price for all income Tax purposes and to take no position contrary thereto in any Tax Return or audit or examination by, or proceeding before, any taxing authority, except as required by a change in Law law or a “"determination” " as defined in Section 1313 of the Code and the Treasury Regulations thereunder.

Treatment of Indemnification Payments. The Parties hereto agree to treat all indemnification payments made under pursuant to this Article VIII VI (including including, without limitation, payments under pursuant to Sections 8.1 6.1 and 8.26.2) as adjustments to the Purchase Price for all income Tax purposes and to take no position contrary thereto in any Tax Return or audit or examination by, or proceeding before, any taxing authority, except as required by a change in Law law or a “determination” as defined in Section 1313 of the Code and the Treasury Regulations thereunder.

Treatment of Indemnification Payments. The Parties hereto agree to treat all indemnification payments made under pursuant to this Article VIII VI (including including, without limitation, payments under pursuant to Sections 8.1 6.1 and 8.26.2) as adjustments to the Purchase Price Merger Consideration for all income Tax purposes and to take no position contrary thereto in any Tax Return or audit or examination by, or proceeding before, any taxing authority, except as required by a change in Law law or a “determination” as defined in Section 1313 of the Code and the Treasury Regulations thereunder.

Treatment of Indemnification Payments. The Parties parties agree to treat all indemnification payments (whether paid directly by the Indemnifying Party or from the Indemnity Escrow Account) made under Section 6.2 and this Article VIII (including payments under Sections 8.1 and 8.2) as adjustments an adjustment to the Purchase Price for all income Tax purposes and to take no position contrary thereto in any Tax Return or audit or examination bytax purposes, or proceeding before, any taxing authority, except as unless otherwise required by a change in Law or a “determination” as defined in Section 1313 of the Code and the Treasury Regulations thereunderapplicable Law.

Treatment of Indemnification Payments. The Parties parties agree to treat all any indemnification payments made under pursuant to this Article VIII (including payments under Sections 8.1 and 8.2) IX as adjustments to the Purchase Price for all income Tax purposes (which treatment the Buyer and the Seller acknowledges is consistent with current Tax provisions of applicable Legal Requirements) unless they are required to take no position contrary thereto in any Tax Return or audit or examination by, or proceeding before, any taxing authority, except treat such payments otherwise as required by a result of a change in Law the Tax provisions of applicable Legal Requirements or interpretation thereof in a “determination” as defined in Section 1313 of the Code and the Treasury Regulations thereundercourt case or binding regulation.

Treatment of Indemnification Payments. The Parties agree to treat all indemnification payments made under this Article VIII (including payments under Sections 8.1 and 8.2) as adjustments an adjustment to the Purchase Price purchase price for all income Tax purposes and to take no position contrary thereto in any Tax Return or audit or examination bytax purposes, or proceeding before, any taxing authority, except as unless otherwise required by a change in Law or a “determination” as defined in Section 1313 of the Code and the Treasury Regulations thereunderapplicable Law.

Treatment of Indemnification Payments. The Parties parties hereto agree to treat all indemnification payments made under pursuant to this Article VIII VI (including including, without limitation, payments under pursuant to Sections 8.1 6.1, 6.2 and 8.26.7) as adjustments to the Purchase Price Merger Consideration for all income Tax purposes and to take no position contrary thereto in any Tax Return or audit or examination by, or proceeding before, any taxing authority, except as required by a change in Law law or a “"determination” " as defined in Section 1313 of the Code and the Treasury Regulations thereunder.