Characterization of Indemnity Payments. Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Purchase Price for all Tax purposes.
Characterization of Indemnity Payments. The Parties agree that any indemnification payments made pursuant to Section 10.1 or this Article IX shall be treated for all Tax purposes as an adjustment to the Purchase Price unless otherwise required by applicable Law.
Characterization of Indemnity Payments. Except as otherwise required by applicable Law, any payment made pursuant to this Article IX shall be treated, for Tax purposes, as an adjustment to the Purchase Price.
Characterization of Indemnity Payments. The Buyer and the Sellers agree to treat any payment made by the Sellers to the Buyer hereunder as an adjustment to the Purchase Price.
Characterization of Indemnity Payments. Unless otherwise required by any Legal Requirements, the parties agree that any indemnification payments made pursuant to this Agreement will be treated for all Tax purposes as an adjustment to the Purchase Price, and no party shall take any position inconsistent with such characterization.
Characterization of Indemnity Payments. The Parties hereto agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Merger Consideration for all Tax purposes.
Characterization of Indemnity Payments. All amounts paid by Purchaser, ICF, Seller or Parent, as the case may be, by reason of Sections 9.2(a), 9.2(b), 10.3 or 10.4 will be treated to the extent permitted under applicable Law as adjustments to the Purchase Price for all Tax purposes.
Characterization of Indemnity Payments. All payments under this Article 9 shall be treated for Tax purposes as either an adjustment to the Purchase Price or a contribution to the capital of the Company.
Characterization of Indemnity Payments. Any indemnification payments made shall be treated as an adjustment to the Merger Consideration unless otherwise required by Law.
Characterization of Indemnity Payments. Except as otherwise required by applicable Law, any payment made pursuant to this Article 7 shall be treated, for Tax purposes, as an adjustment to the Purchase Price and will be allocated in a manner consistent with the allocation set forth on Schedule 2.7.
