Common use of Corresponding Benefit Clause in Contracts

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 Warrantors in respect of the relevant claim; and (b) an amount equal to the sum received (including any interest or repayment supplement received on or in respect of that sum and less all reasonable costs, charges and expenses incurred by the Company or the Purchaser in obtaining such sum (save to the extent already reimbursed by the Warrantors).

Corresponding Benefit. 6.1 If, as a result If before the sixth anniversary of any Taxation Liability which has given rise to a payment by the Warrantors under date of 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, thenagreement: 6.1.1 the Purchaser shall procure that full details amount by which any right to repayment of Tax which has been treated as an asset in the benefit or saving are given Accounts proves to the Warrantors as soon as practicable and in any event within 21 days of receipt of the benefit or saving in question;have been understated; or 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 a payment already made by the Warrantors in respect of any Tax Liability under a Tax Claim results in the claim Purchaser receiving any Relief (other than an Accounts Relief) which it utilises (including by way of obtaining a repayment of Tax) ("CORRESPONDING RELIEF") then an amount equal to such understated right to repayment of Tax or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is forthwith repaid utilised ("RELEVANT AMOUNT") shall be dealt with in accordance with paragraph 6.2 provided that no account shall be taken of any understatement to the extent that it arises as a consequence of the utilisation of any Post Accounts Relief or Accounts Relief or any action taken by the Company after Completion or any change in law after Completion. 6.2.1 The Relevant Amount shall first be set off against any payment then due from the Warrantors under a Tax Claim; 6.2.2 to the extent there is an excess of the Relevant Amount after any application of it under paragraph 6.2.1, a refund shall be made to the Warrantors of any previous payment or payments made by the Warrantors under a Tax Claim and not previously refunded under this paragraph 6.2.2 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 Warrantorssuch excess; and 6.1.3 any amount of 6.2.3 to the benefit or saving (including any interest or repayment supplement) extent that the excess referred to in paragraph 6.2.2 is not so paid to exhausted under that paragraph, the Warrantors remainder of that excess shall be carried forward and set off against any future liability of payment or payments which become due from the Warrantors under this a Tax DeedClaim. 6.2 6.3 If the Purchaser or the Company is become aware of any circumstances which shall or may be entitled give rise to recover from a person (including any Taxation Authoritythe application of paragraph 6.1 the Purchaser shall or shall procure that the Company shall, but excluding as soon as reasonably practicable, give written notice of the same to the Warrantors) a sum in respect . For the avoidance of any claim which gives rise to a liability on the part of the Warrantors under this Tax Deeddoubt, then: 6.2.1 the Purchaser or the Company shall give have full discretion over the Warrantors full details utilisation of the entitlement as soon as practicable Corresponding Relief and shall not be under any obligation to utilise any Corresponding Relief in priority to any Post Accounts Relief. 6.4 The Warrantors may, at their own expense require the Auditors to certify the existence and quantum of any Relevant Amount and the date on which the Corresponding Relief is utilised and in any event within 21 days the absence of the Purchaser or the Company becoming aware of those details; 6.2.2 the Purchaser manifest error, their decision shall at the request of the Warrantors be final 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 Warrantors in respect of the relevant claim; and (b) an amount equal to the sum received (including any interest or repayment supplement received on or in respect of that sum and less all reasonable costs, charges and expenses incurred by the Company or the Purchaser in obtaining such sum (save to the extent already reimbursed by the Warrantors)binding.

Corresponding Benefit. 6.1 If, as 1.1 The provisions of paragraph 1.2 of this part shall apply where a result Tax Liability of any Taxation Liability which has given 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. 1.2 Where this paragraph 1.2 applies, then five Business Days after the later of: 1.2.1 the Company utilising the Relevant Relief; and 1.2.2 the auditors for the time being of the Company certifying (at the request and cost of the Sellers) the existence and quantum of the Relevant Relief an amount equivalent to the lesser of: 1.2.3 the amount of Tax which the Company would have been liable to pay but for the utilisation of the Relevant Relief (less an amount equal to the reasonable costs and expenses properly incurred by the Warrantors Buyer or the Company in obtaining the Relevant Relief); and 1.2.4 the amount paid by the Sellers to the Buyer in respect of the Tax Liability to which the Relevant Relief relates, shall first be set off against any payment then due from the Sellers pursuant to a Tax Claim and secondly, to the extent that there is an excess, be paid to the Sellers save to the extent that any amount paid by the Sellers in respect of the Tax Liability in question has previously been refunded under any provision of this Tax DeedAgreement. 1.3 For the purposes of paragraph 1.2 of this part, the Company (or any successor to all or any part of its business) or shall be regarded as utilising a Relevant Relief on the Purchaser receives a repayment of Tax (a “benefit”) or receives a relief last date upon which reduces the Company’s liability Company would have been obliged to make an actual payment of Tax (a “saving”) which it would not otherwise have received or made had to have paid but for the circumstances giving rise Relevant Relief) or, in the case of a Relevant Relief consisting of a right to repayment of Tax, the date on which the Company receives cleared funds in respect of such repayment. 1.4 Nothing in paragraph 1 of this part shall oblige the Company to utilise a claim under Relevant Relief in priority to any other Relief then available to it or to maximise the amount of any Relevant Relief and the Company shall for the purposes of this Tax Deedparagraph be deemed to use all other Reliefs then available to it, then:as permitted by law, as though the Relevant Relief did not exist and in priority to the Relevant Relief in determining when the Relevant Relief is utilised but, subject to the above, the Company shall use its reasonable endeavours to utilise and maximise the Relevant Relief. 6.1.1 1.5 The Buyer shall notify the Purchaser shall procure that full details Sellers of the benefit or saving are given to the Warrantors existence of any Relevant Relief as soon as reasonably 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 after 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 Warrantors in respect of the relevant claim; and (b) an amount equal to the sum received (including any interest or repayment supplement received on or in respect of that sum and less all reasonable costs, charges and expenses incurred by the Company or the Purchaser in obtaining such sum (save to the extent already reimbursed by the Warrantors)it.

Corresponding Benefit. 6.1 If, as 5.1 If a result member of any Taxation Liability which has given rise the Purchaser's Group realises or is deemed to realise a payment by the Warrantors under this Tax Deed, the Company (benefit 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”) saving which it would not have received or made but for the circumstances giving rise to a claim under this Tax DeedSchedule, 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: 6.1.1 (a) the Purchaser shall procure that full details of the benefit or saving are given to the Warrantors Sellers as soon as practicable and in any event within 21 days ten (10) Business Days of receipt of the benefit or saving in question;; and 6.1.2 (b) the Purchaser shall procure that, as soon as practicable and in any event within 21 days liability 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 Sellers under paragraph 2 shall be reduced with an amount equal to the amount of the benefit or saving and that any interest or repayment supplement received relating should be realised by the Group Companies over time, which amount is equal to the Net Present Value. 5.2 If a member of the Purchaser's Group is entitled to receive a benefit or make a saving, as referred to in paragraph 5.1 of this Schedule, it shall make reasonable endeavours to obtain any such benefit or make such saving so far as repaid is also forthwith paid to the Warrantors; andwithin a reasonable time. 6.1.3 any amount 5.3 If a member 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 Purchaser's Tax Deed. 6.2 If the Purchaser or the Company Group is or may be entitled to recover receive from any Tax Authority a person (including any Taxation Authority, but excluding the Warrantors) a sum repayment or credit in respect of Tax relating to any claim which gives rise to a liability period ended on the part of the Warrantors under this Tax Deed, or before Accounts Date then: 6.2.1 (a) the Purchaser or the Company shall give the Warrantors Sellers full details of the entitlement as soon as practicable and in any event within 21 days ten (10) Business Days of the Purchaser or relevant member of the Company Purchaser's Group becoming aware of those detailsthe entitlement arising; 6.2.2 (b) any member of the Purchaser Purchaser's Tax Group shall at the request of the Warrantors and if the Warrantors indemnify the Purchaser against all reasonable costs and expenses incurred thereby Sellers take all appropriate steps to recover procure that the repayment or to procure the recovery of the sumcredit shall be obtained, keeping the Warrantors Sellers 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:; and (ac) an amount equal to the payment already made by the Warrantors in respect of the relevant claim; and (b) an amount equal to the sum received repayment or credit (including any interest or repayment supplement or interest) received on by a member of the Purchaser's Tax shall reduce any current or in respect future liabilities of that sum and less all reasonable costs, charges and expenses incurred by the Company or the Purchaser in obtaining such sum (save to the extent already reimbursed by the Warrantors)Sellers under paragraph 2.