Treatment of Payment. Seller and Purchaser agree to -------------------- treat any indemnity payment made pursuant to Sections 9.2, 9.5 or 9.6 of this Agreement as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes.
Treatment of Payment. 74 10.8 Limitation of Indemnity......................................74
Treatment of Payment. Seller and Purchaser agree to treat any indemnity payment made pursuant to Section 9.2 of this Agreement as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes.
Treatment of Payment. 46 9.8 Waiver of Subrogation and Other Rights . . . . . . . 46 ARTICLE X MISCELLANEOUS
Treatment of Payment. The Parties further agree that any payment by Parent pursuant to this Section 2.05 shall be treated for Tax purposes as an addition to the Base Merger Consideration to the extent permitted by Applicable Law, and that any payment by the Stockholders pursuant to this Section 2.05 shall be treated for applicable income Tax purposes as a reduction of the Base Merger Consideration to the extent permitted by Applicable Law.
Treatment of Payment. CND and Purchaser agree to treat -------------------- any indemnity payment made pursuant to Sections 9.2 or 9.5 of this Agreement as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes.
Treatment of Payment. All amounts payable by Purchaser to Seller pursuant to Section 12.02 will be deemed to be an increase to the Purchase Price for Tax and all other applicable purposes.
Treatment of Payment. Buyer and Seller agree to treat any indemnity payment made pursuant to this Article VIII as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes.
Treatment of Payment i. Notwithstanding anything contained herein, if any payment or distribution to the Employee or for the Employee's benefit (whether paid or payable or distributed or distributable) pursuant to the terms of this Section 4 (a "Payment") would constitute a "parachute payment" within the meaning of Section 280G of the Code, the Payments shall be reduced to the extent necessary so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), but only if, by reason of such reduction, the net after-tax benefit to the Employee shall exceed the net after-tax benefit to the Employee if no such reduction was made. For purposes of this Section 4(e), "net after-tax benefit" shall mean (A) the Payments which the Employee receives or is then entitled to receive that would constitute "parachute payments" within the meaning of Section 280G of the Code, less (B) the amount of all federal, state, local and foreign income and employment taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (C) the amount of the Excise Tax imposed with respect to the Payments. The foregoing determination will be made by the Accountants (as defined below) in consultation with the Employee and the Company and in accordance with the analysis, valuations and calculations prepared by the Accountants in connection with this Agreement. If the Accountants determine that such reduction is required by this Section 4(e)(i), the Employee, in the Employee's sole and absolute discretion, may determine which Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to the Employee. The Employee and the Company will each provide the Accountants access to and copies of any books, records, and documents in the possession of the Employee or the Company, as the case may be, reasonably requested by the Accountants, and otherwise cooperate with the Accountants in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 4(e)(i).
Treatment of Payment. Respondent in no way represents or warrants the income tax treatment or consequences of the Settlement Terms (including any payment to Axxxxxxx) and is in no way responsible for the division of the Settlement Terms (including any payment to Axxxxxxx) between Axxxxxxx and his counsel.
