Common use of Treatment of Indemnity Payments Clause in Contracts

Treatment of Indemnity Payments. All payments made by the Sellers or the Buyer, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall be treated as adjustments to the consideration for Tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Treatment of Indemnity Payments. All payments made by the Sellers or the Buyer, as the case may be, Seller to or for the benefit of the other party Buyer pursuant to any indemnification obligations under this Agreement shall Agreement, will be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by law.

Treatment of Indemnity Payments. All payments made by the Sellers or the BuyerPurchaser, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement (including without limitation, pursuant to Article IX hereof) shall be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall govern for purposes of this Agreement.

Treatment of Indemnity Payments. All payments made by the Sellers or the Buyer, as the case may be, to or for the benefit of the other party Purchasers pursuant to any indemnification obligations under this Agreement shall Agreement, will be treated as adjustments to the consideration purchase price for Tax purposes, purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by Applicable Law.

Treatment of Indemnity Payments. All payments made by the Sellers Stockholders or the Buyer, as the case may be, to or for the benefit of the other party parties pursuant to any indemnification obligations under this Agreement Article VIII shall be treated as adjustments to the consideration Purchase Price for Tax tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Treatment of Indemnity Payments. All payments (i) made by the Sellers Seller pursuant to clause (a) above, or the Buyer, as the case may be, to or for the benefit of the other party Purchaser pursuant to any indemnification obligations under this Agreement shall Agreement, will be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by law.

Treatment of Indemnity Payments. All payments (i) made by the Sellers or the Buyer, as the case may be, Seller to or for the benefit of the other party Buyer pursuant to any indemnification obligations of Seller under this Agreement shall and (ii) made by Buyer to or for the benefit of Seller pursuant to any indemnification obligations of Buyer under this Agreement, will be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by law.

Treatment of Indemnity Payments. All Unless otherwise required by applicable Law, all payments made by the Sellers Seller or the BuyerPurchaser, as the case may be, to or for the benefit of the other party Parties pursuant to any indemnification obligations under this Agreement Article 8 shall be treated as adjustments to the consideration Final Purchase Price for Tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Treatment of Indemnity Payments. All payments made by the Sellers Seller or the Buyer, Buyer as the case may be, to or for the benefit of the other party hereto pursuant to any indemnification obligations under this Agreement Article IX or Section 2.10(e) shall be treated as adjustments to the consideration Purchase Price for Tax purposestax purposes (“Escrow Adjustment Amount”), and such agreed treatment shall govern for purposes of this Agreement, unless otherwise required pursuant to a determination within the meaning of Section 1313 of the Code.

Treatment of Indemnity Payments. All payments made by the Sellers Member or the Buyer, as the case may be, to or for the benefit of the other party parties pursuant to any indemnification obligations under this Agreement Article VII shall be treated as adjustments to the consideration Consideration for Tax purposes, and such agreed treatment shall govern for purposes of this AgreementAgreement unless otherwise required by Law.

Treatment of Indemnity Payments. All For all Tax purposes, Seller and Purchaser shall treat, and shall cause their respective Affiliates to treat, all indemnity payments made by the Sellers or the Buyer, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall be treated Agreement, as adjustments to the consideration for Purchase Price to the extent permitted under applicable Tax purposes, and such agreed treatment shall govern for purposes of this AgreementLaw.

Treatment of Indemnity Payments. All payments made by the Sellers or the Buyer, as the case may be, Seller to or for the benefit of the other party Buyer, EPB or their Affiliates pursuant to any indemnification obligations under this Agreement shall Agreement, will be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by Legal Requirement.

Treatment of Indemnity Payments. All payments made by the Sellers or the Buyer, as the case may be, Seller to or for the benefit of the other party Buyer Indemnified Parties pursuant to any indemnification obligations under this Agreement Article IX and all payments made by Buyer to or for the benefit of the Seller Indemnified Parties pursuant to this Article IX shall be treated as adjustments to the consideration Purchase Price for Tax purposes, and such agreed treatment shall govern for purposes of this Agreementunless otherwise required by Applicable Law.

Treatment of Indemnity Payments. All payments made by the Sellers Members or the Buyer, as the case may be, to or for the benefit of the other party parties pursuant to any indemnification obligations under this Agreement Article VIII shall be treated as adjustments to the consideration Purchase Price for Tax tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Treatment of Indemnity Payments. All payments made by the Sellers or the Buyer, as the case may be, on behalf of SELLERs to or for the benefit of the other party Holdings Indemnitees pursuant to any indemnification obligations under this Agreement ARTICLE 8 shall be treated as adjustments to the consideration Purchase Price for Tax purposes, unless otherwise required by Law, and such agreed treatment shall govern for purposes of this Agreement.

Treatment of Indemnity Payments. All payments made by the Sellers or the Buyer, as the case may be, to or for the benefit of the other party parties pursuant to any indemnification obligations under this Agreement Article VII shall be treated as adjustments to the consideration Purchase Price for Tax tax purposes, and such agreed treatment shall govern for purposes of this Agreement, provided, however, if Sellers are required to pay indemnity claims in excess of the Purchase Price, such excess payments shall not be treated as adjustments to the Purchase Price.

Treatment of Indemnity Payments. All payments made by from the Sellers Escrow Amount or the Buyer, as the case may be, to or for the benefit of the other party Buyer or a Seller Indemnified Person, as applicable, pursuant to any indemnification obligations under this Agreement Article 11 shall be treated as adjustments to the consideration Purchase Price for Tax tax purposes, to the extent permitted by applicable law, and such agreed treatment shall govern for purposes of this Agreement.

Treatment of Indemnity Payments. All payments made by the Sellers Seller or the BuyerPurchaser, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall govern for purposes of this Agreement, unless otherwise required by law.

Treatment of Indemnity Payments. All payments made by on behalf of Seller out of the Sellers or the Buyer, as the case may be, Indemnity Escrow Amount to or for the benefit of the other party Buyer Indemnitees pursuant to any indemnification obligations under this Agreement Article 9 shall be treated as adjustments to the consideration Purchase Price for Tax purposes, unless otherwise required by Law, and such agreed treatment shall govern for purposes of this Agreement.

Treatment of Indemnity Payments. All payments made by on behalf of Seller out of the Sellers or the Buyer, as the case may be, Indemnity Escrow Amount to or for the benefit of the other party Buyer Indemnitees pursuant to any indemnification obligations under this Agreement Article 7 shall be treated as adjustments to the consideration Purchase Price for Tax tax purposes, unless otherwise required by Law, and such agreed treatment shall govern for purposes of this Agreement.

Treatment of Indemnity Payments. All payments made by the Sellers or the Buyer, as the case may be, to or for the benefit of the other party parties pursuant to any indemnification obligations under this Agreement Article 7 shall be treated as adjustments to the consideration purchase price for Tax tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Treatment of Indemnity Payments. All payments made by the Sellers Seller or the BuyerPurchaser, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall Agreement, will be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by law.

Treatment of Indemnity Payments. All payments made by ------------------------------- the Sellers Seller or the BuyerPurchaser, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall be treated as adjustments to the consideration purchase price for Tax purposes, purposes and such agreed treatment shall govern for purposes of this Agreement.

Treatment of Indemnity Payments. All payments made by the Sellers Seller Parties or the Buyer, as the case may be, to or for the benefit of the other party parties pursuant to any indemnification obligations under this Agreement Article VII shall be treated as adjustments to the consideration Purchase Consideration for Tax tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

Treatment of Indemnity Payments. All payments made by the Sellers Seller or the BuyerPurchaser, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall govern for purposes of this Agreement.

Treatment of Indemnity Payments. All payments (i) made by the Sellers pursuant to clause (a) above, or the Buyer, as the case may be, to or for the benefit of the other party Purchaser pursuant to any indemnification obligations under this Agreement shall Agreement, will be treated as adjustments to the consideration Purchase Price for Tax purposes, purposes and such agreed treatment shall will govern for purposes of this Agreement, unless otherwise required by law.

Treatment of Indemnity Payments. All payments made by the Sellers Seller Parties or the Buyer, as the case may be, to or for the benefit of the other party parties pursuant to any indemnification obligations under this Agreement Article VII shall be treated as adjustments to the consideration Purchase Consideration for Tax tax purposes, and such agreed treatment shall govern for purposes of this Agreement.