Corresponding Benefit. 9.1 If any member of the Purchaser’s Group receives or will receive a Relief, which it would not have received but for the circumstances giving rise to a Warranty Claim or Tax Claim, then the Purchaser shall procure that details of the Relief are given to the Seller as soon as practicable, and:
Corresponding Benefit. 6.1. If the Purchaser or the relevant Group Company is or may be entitled to recover from a person (including any Tax authority) a sum in respect of any Claim for Tax which gives rise to a liability on the part of the Covenantor under this Deed, then:
Corresponding Benefit. In assessing any damages or other amounts recoverable under this Agreement, there shall be taken into account the value of any monetary benefit accruing to any member of the Purchaser's Group in consequence of the matter or circumstances giving rise to the Claim pursuant to which the damages or such other amounts become recoverable, including, without prejudice to the generality of the foregoing, any amount of any tax relief obtained or obtainable by any member of the Purchaser's Group and any amount by which any tax for which any member of the Purchaser's Group is or may be liable to be assessed or made accountable is reduced or extinguished arising in consequence of such matter or circumstances.
Corresponding Benefit. In assessing any damages or other amounts recoverable under this Agreement there shall be taken into account the value of any benefit accruing to the Company or the Purchaser in consequence of the matter or circumstances giving rise to the claim pursuant to which the damages or such other amounts become recoverable, including, without prejudice to the generality of the foregoing, any amount of any tax relief obtained by the Company or the Purchaser and any amount by which any tax for which the Company or the Purchaser is or may be liable to be assessed or made accountable is actually reduced or extinguished arising as a direct consequence of such matter or circumstances.
Corresponding Benefit. 9.1 If CPW has made a payment to Best Buy Acquisition Co in respect of a claim arising under paragraph 2 of Part B of this Schedule and any of the Companies or Best Buy Acquisition Co obtains any Relief which it would not have obtained or made but for the circumstances giving rise to a claim under paragraph 2 of Part B of this Schedule (other than any recovery to which paragraph 8 applies, any Accounts Relief or any Relief referable to the IP Business Assets) (the Benefit), then Best Buy Acquisition Co (and CPW, as appropriate) shall procure that, as soon as practicable and in any event within 14 days of obtaining the Benefit in question, 50% of the amount of any Benefit shall be set against any payment then due from CPW under paragraph 2 of this Schedule (or, if an amount has been paid to Newco pursuant to paragraph 5, set against any payment due from Newco in relation to a claim under paragraph 2 of this Schedule), and 50% of any remainder shall be carried forward and set off against any future payment or payments which become due from CPW under paragraph 2 of this Schedule.
Corresponding Benefit. Subject to the provisions of Section 11.3, if the auditors for the time being of the Company shall certify (at the request and expense of any of the Sellers) that any Tax liability (other than a Tax liability which was allocated to and paid by the Buyer pursuant to the provisions of Section 13.4(a)(1)(ix)) which has resulted in a payment having been made or becoming due from the Sellers under Section 13.3 or 13.4 would give rise to a Tax Benefit for the Company or a subsidiary which would not otherwise have arisen, then, as and when the liability of the Company or the relevant subsidiary to make an actual payment of or in respect of Tax is reduced by reason of that Tax benefit, the amount equivalent to the amount by which the liability is reduced shall be refunded to the Sellers pro rata according to their Proportionate Interests.
Corresponding Benefit. 5.1 If a member of the Purchaser's Group realises or is deemed to realise a benefit or saving which it would not have received or made but for the circumstances giving rise to a claim under this Schedule, or if a member of the Purchaser's Group has obtained or reasonably can or will obtain a corresponding adjustment as a result of a transfer pricing adjustment applied to a Group Company pursuant to transfer pricing legislation (or its equivalent), then:
Corresponding Benefit. 6.1 If before the sixth anniversary of the date of this agreement:
Corresponding Benefit. 1.1 The provisions of paragraph 1.2 of this part shall apply where a Tax Liability of the Company or the Event giving rise to such Tax Liability has resulted in a Relief which would not otherwise have arisen (the "Relevant Relief") and the Sellers have made a payment to the Buyer in respect of such Tax Liability pursuant to a Tax Claim.
Corresponding Benefit. In assessing any losses or other amounts for which an Indemnified Party is entitled to indemnity hereunder, there shall be taken into account the value of any benefit accruing to such Indemnified Party as a result of the resolution of the claim pursuant to which such losses or other amounts became recoverable, including, without limitation, the amount of any Tax relief obtained or obtainable by such Indemnified Party.
