Characterization of Payments. For Tax purposes, the parties agree to treat (and shall cause each of their respective Affiliates to treat) any indemnity payment under this Article VII as an adjustment to the Merger Consideration payable pursuant to Article II.
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Sources: Merger Agreement (Easterly Acquisition Corp.), Merger Agreement (Nexeo Solutions Holdings, LLC), Merger Agreement (WL Ross Holding Corp.)
Characterization of Payments. For all applicable income Tax purposes, the parties Parties agree to treat (and shall will cause each of their respective Affiliates to treat) any indemnity indemnification payment under this Article VII as an adjustment to the Merger Consideration payable pursuant to Article IIConsideration.
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Characterization of Payments. For Tax purposes, the parties The Parties agree that any indemnification payments made pursuant to treat (and shall cause each of their respective Affiliates to treat) any indemnity payment under this Article VII shall be treated for all Tax purposes as an adjustment to the Merger Consideration payable pursuant to Article IIunless otherwise required by Law.
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Characterization of Payments. For Tax purposes, the parties Parties agree to treat (and shall cause each of their respective Affiliates to treat) any indemnity payment under this Article VII as an adjustment to the Merger Final Cash Consideration payable pursuant to Article II.
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Sources: Business Combination Agreement (KLR Energy Acquisition Corp.)
Characterization of Payments. For all applicable income Tax purposes, the parties agree to treat (and shall will cause each of their respective Affiliates to treat) any indemnity indemnification payment under this Article VII VIII as an adjustment to the Merger Consideration payable pursuant to Article IIConsideration.
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