Common use of Corresponding Benefit Clause in Contracts

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. 7.4 If the auditors certify under sub-clause 7.3 that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of sub-clause 7.2 as the Relevant Amount in respect of the certification in question in place of the amount originally certified and such adjusting payment (if any) as may be required by virtue of the above-mentioned substitution shall be made as soon as practicable by the Covenantor or (as the case may be) to the Covenantor.

Corresponding Benefit. 7.1 6.1 If the auditors for the time being of the relevant member of the Group Company shall certify (at the request and expense of the CovenantorSellers) that any Liability for Taxation which has resulted in a payment having been made or becoming due from the Covenantor Sellers under a this Tax Claim Covenant would give rise to a Tax Relief for that member of the Group Company which would not otherwise have arisen, then, then as and when the liability of the relevant member of the Group Company to make an actual payment of or in respect of Taxation taxation is reduced by reason of that Tax Relief (and in this respect the relevant member of the Group Company 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 Company 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 CovenantorSellers) 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 7.26. 7.2 6.2 Where it is provided in sub-clause 7.1 6.1 that any amount (the “"Relevant Amount”") is to be dealt with in accordance with this sub-clause: 7.2.1 (a) the Relevant Amount shall first be set off against any payment then due from the Covenantor Sellers under any this Tax ClaimCovenant; and 7.2.2 (b) to the extent that there is any excess, a refund shall be made to the Covenantor Sellers of any previous payment or payments made by the Covenantor Sellers under any this Tax Claim Covenant and not previously refunded under this sub-clause up to the amount of such excess; and 7.2.3 (c) to the extent that the excess referred to in paragraph 7.2.2 6.2(b) 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 Sellers under any this Tax ClaimCovenant. 7.3 6.3 Where any such certification as is mentioned in sub-clause 7.1 6.1 has been made, the Covenantor Sellers or the Buyer may (at their/its own expense) request the auditors for the time being of the relevant member of the Group Company 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. 7.4 6.4 If the auditors certify under sub-clause 7.3 6.3 that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of sub-clause 7.2 6.2 as the Relevant Amount in respect of the certification in question in place of the amount originally certified and such adjusting payment (if any) as may be required by virtue of the above-mentioned substitution shall be made as soon as practicable by the Covenantor Sellers or (as the case may be) to the CovenantorSellers.