Common use of Quantification Clause in Contracts

Quantification. For the purposes of Section 5.11(a) and (b) the amount of any liability to Tax imposed on the Purchased Subsidiary will be determined as follows: (i) where the Purchased Subsidiary is liable to make an actual payment of Tax the amount of the liability to Tax will be the amount of the actual payment of Tax which the Purchased Subsidiary is liable to make; (ii) where the Purchased Subsidiary uses any Deferred Relief (in whole or in part) to reduce or eliminate any liability of the Purchased Subsidiary to make an actual payment of Tax in respect of which the Sellers would otherwise have been liable under Section 5.11(a) (whether or not the Purchased Subsidiary is primarily so liable and whether or not the Purchased Subsidiary has any right of recovery against any other person) the amount of the liability to Tax will be the amount of Tax saved by the Purchased Subsidiary as a result of the use of the Deferred Relief; and (iii) where the Purchased Subsidiary loses any Deferred Relief (in whole or in part) the amount of the liability to Tax will be: (A) the amount of Tax which would have been saved by the Purchased Subsidiary but for the loss of the Deferred Relief on the basis of the rates of Tax effective at the date of the loss, assuming for this purpose that the Purchased Subsidiary had sufficient profits or was otherwise in a position actually to use the Deferred Relief; or (B) if the Deferred Relief lost was a right to a repayment of Tax, the amount of the repayment of Tax so lost.