Corresponding Benefit Sample Clauses

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: 9.1.1 the Purchaser shall, and shall procure that the relevant member of the Purchaser’s Group shall, use commercially reasonable endeavours, including also, for the purpose of this provision, reasonable endeavours customarily taken in tax disputes, to realise a Tax Benefit as soon as reasonably practicable; 9.1.2 the Tax Benefit so realised in respect of the Relief shall first reduce the Seller’s payment obligation under any Warranty Claim or Tax Claim; 9.1.3 to the extent there is any excess, the amount of Tax Benefit so realised and not set off under paragraph 9.1.2 above shall be paid to the Seller within ten (10) Business Days of realising the Tax Benefit. 9.2 Upon a written request from the Seller, the Purchaser shall ensure that the relevant EDS Entity’s auditors certify the amount of any Relief or Tax Benefit under paragraph 9.1. 9.3 Where any such certification as is mentioned in paragraph 9.2 above has been made, the Seller or the Purchaser or the EDS Entity may request the auditors of the EDS Entity for the time being at the expense of the party so making the request to review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification and to certify whether such certification remains correct or whether in the light of those circumstances the amount that was the subject of such certification should be amended. 9.4 If the auditors certify under paragraph 9.3 above that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of paragraph 9.1 as the Tax Benefit in respect of the certification in question in place of the amount originally certified.

Corresponding Benefit. 6.1 If, as a result of any Taxation Liability which has given rise to a payment by the Warrantors under this Tax Deed, the Company (or any successor to all or any part of its business) or the Purchaser receives a repayment of Tax (a “benefit”) or receives a relief which reduces the Company’s liability to make an actual payment of Tax (a “saving”) which it would not have received or made but for the circumstances giving rise to a claim under this Tax Deed, then: 6.1.1 the Purchaser shall procure that full details of the benefit or saving are given to the Warrantors as soon as practicable and in any event within 21 days of receipt of the benefit or saving in question; 6.1.2 the Purchaser shall procure that, as soon as practicable and in any event within 21 days of the date when the benefit is received or saving in question is made (being the date when Taxation would otherwise have been due to avoid interest or penalties which Taxation is not due by virtue of the saving), any payment already made by the Warrantors in respect of the claim is forthwith repaid to the Warrantors up to the amount of the benefit or saving and that any interest or repayment supplement received relating to the benefit or saving so far as repaid is also forthwith paid to the Warrantors; and 6.1.3 any amount of the benefit or saving (including any interest or repayment supplement) that is not so paid to the Warrantors shall be carried forward and set off against any future liability of the Warrantors under this Tax Deed. 6.2 If the Purchaser or the Company is or may be entitled to recover from a person (including any Taxation Authority, but excluding the Warrantors) a sum in respect of any claim which gives rise to a liability on the part of the Warrantors under this Tax Deed, then: 6.2.1 the Purchaser or the Company shall give the Warrantors full details of the entitlement as soon as practicable and in any event within 21 days of the Purchaser or the Company becoming aware of those details; 6.2.2 the Purchaser shall at the request of the Warrantors and if the Warrantors indemnify the Purchaser against all reasonable costs and expenses incurred thereby take all appropriate steps to recover or to procure the recovery of the sum, keeping the Warrantors fully informed of the progress of any action taken; 6.2.3 the Purchaser shall as soon as practicable and in any event within 21 days of recovery of any sum, pay the lesser of: (a) an amount equal to the payment already made by the Warranto...

Corresponding Benefit. 7.1 If the auditors for the time being of the relevant member of the Group shall certify (at the request and expense of the Covenantor) that any Liability for Taxation which has resulted in a payment having been made or becoming due from the Covenantor under a Tax Claim would give rise to a Tax Relief for that member of the Group which would not otherwise have arisen, then, as and when the liability of the relevant member of the Group to make an actual payment of or in respect of Taxation is reduced by reason of that Tax Relief (and in this respect the relevant member of the Group may in its absolute discretion to the extent consistent with the law or applicable accounting principles choose to utilise any other Tax Reliefs that are or become available to the member of the Group in priority to the Tax Relief which would not have arisen but for the Liability for Taxation which has resulted in the payment having been made or becoming due from the Covenantor) or, in the case of a repayment, as and when the repayment is received, the amount by which the liability is reduced or the amount of the repayment shall be dealt with in accordance with sub-clause 7.2. 7.2 Where it is provided in sub-clause 7.1 that any amount (the “Relevant Amount”) is to be dealt with in accordance with this sub-clause: 7.2.1 the Relevant Amount shall first be set off against any payment then due from the Covenantor under any Tax Claim; and 7.2.2 to the extent that there is any excess, a refund shall be made to the Covenantor of any previous payment or payments made by the Covenantor under any Tax Claim and not previously refunded under this sub-clause up to the amount of such excess; and 7.2.3 to the extent that the excess referred to in paragraph 7.2.2 is not exhausted under that paragraph, the remainder of that excess shall be carried forward for set off against any future payment or payments which becomes due from the Covenantor under any Tax Claim. 7.3 Where any such certification as is mentioned in sub-clause 7.1 has been made, the Covenantor or the Buyer may (at their/its own expense) request the auditors for the time being of the relevant member of the Group to review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification, and to certify whether such certification remains correct or whether, in the light of those circumstances, the amount that was subject to such certification should be amended. 7....

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: 6.1.1. the Purchaser shall give the Covenantor details of the entitlement as soon as practicable; 6.1.2. the Purchaser shall at the request of the Covenantor and at the Covenantor's expense having been indemnified and secured to the Purchaser's satisfaction take all appropriate steps to recover or to procure the recovery of the sum, keeping the Covenantor fully informed of the progress of any action taken; 6.1.3. the Purchaser shall within 14 days of recovery of any sum, pay that sum to the Covenantor so far as it does not exceed any payments already made by the Covenantor in respect of the relevant Claim for Tax and pay to the Covenantor any interest or repayment supplement received in respect of that sum so far as paid to the Covenantor; and 6.1.4. so far as not so repaid or paid, the amount of the sum recovered (including any interest or repayment supplement) shall be set against the liability of the Covenantor in respect of the relevant Claim for Tax.

Corresponding Benefit. In assessing any damages or other amounts recoverable in respect of an Indemnity Claim (other than a Tax Claim, Fundamental Warranty Claim or Warranty Claim), there shall be taken into account any Relief arising to the Purchaser or a Group Company which would not have arisen but for the fact, matter or circumstance giving rise to the Indemnity Claim and, for those purposes, the amount of Tax which is actually saved or otherwise recovered by reason of the Relief in the accounting period in which the fact, matter or circumstance giving rise to the Indemnity Claim arises or which the Purchaser reasonably believes will be saved or otherwise recovered by the Purchaser or a Group Company in respect of the accounting period immediately following the accounting period in which the fact, matter or circumstance giving rise to the Indemnity Claim arises, shall be the amount which is taken into account.

Corresponding Benefit. For the avoidance of doubt, the calculation of Loss and/or Damages shall take into account any Tax Benefit or Relief received by the Purchaser in the taxable year in which such Damages are suffered or the subsequent taxable year as a result of the matter giving rise to the corresponding Claim against the Seller (or the Guarantor) calculated on a "with and without" basis.

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.

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. 9.1 If on or before the seventh anniversary of the Completion Date, a payment by the Vendor in respect of any Tax Liability under a Tax Claim or the matter giving rise to the Tax Liability in question results in any Target Group member or the Purchaser receiving or becoming entitled to any Relief which they utilise (including by way of repayment of Tax) (“Corresponding Relief”), then an amount equal to or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised (“Relevant Amount”), shall be dealt with in accordance with paragraph 9.2.