Common use of Reduction in Liability Clause in Contracts

Reduction in Liability. 6.1 The liability of the Vendor in respect of any Claim shall be reduced:- 6.1.1 to the extent of the amount by which any Taxation for which the Company is liable to be assessed or accountable is reduced or extinguished as a result of any such liability; and 6.1.2 to the extent of the amount of any losses or other allowable sums available (as a result of any such liability) for set off against Taxation; and 6.1.3 by the amount by which any reserves or provisions in the last accounts are found to be in excess of the amounts actually required in respect of the matters for which provisions or reserves were made, and any reduction in the amount of liability under this paragraph 6 shall be taken into account for the purpose of ascertaining the amount of the loss sustained in connection with the financial limits referred to in paragraph 3 of this Schedule 6. 6.2 The Vendor will have no liability (or such liability will be reduced) in respect of any Claim: 6.2.1 if and to the extent that provision or reserve for or in respect of the liability or other matter giving rise to such claim has been made in the Last Accounts; 6.2.2 if and to the extent that the Claim occurs as a result of or is otherwise attributable to the Purchaser or any Group Company disclaiming any part of the benefit of capital or other allowances against Taxation claimed or proposed to be claimed on or before the date of this Agreement; 6.2.3 if and to the extent that the Claim is attributable to any voluntary act or omission of, or transaction or arrangement carried out by, the Purchaser or any Group Company after the Completion Date otherwise than in the ordinary course of business; 6.2.4 if and to the extent that the Claim would not have arisen, or would have been reduced or eliminated, but for the failure or omission on the part of the Purchaser or any Group Company to make any claim, election, surrender or disclaimer or give notice or consent or do any other thing under the provisions of any enactment or regulation relating to Taxation after the date of Completion, the making, giving or doing of which was taken into account in computing the provision for Taxation in the Last Accounts; 6.2.5 if and to the extent that the Claim relates to a liability for Taxation which would not have arisen but for any winding up or cessation after Completion of any trade or business carried on by any Group Company; 6.2.6 if and to the extent the Claim would not have arisen but for a change of accounting policy or practice or accounting reference date of any Group Company after the date of Completion; 6.2.7 if and to the extent that such breach has arisen in respect of any act or omission stipulated or required to be carried out or omitted pursuant to the terms of this Agreement.

Reduction in Liability. 6.1 The liability Vendors (or any of the Vendor in respect of any Claim them) shall be reduced:- 6.1.1 to the extent of the amount by which any Taxation for which the Company is liable to be assessed or accountable is reduced or extinguished as a result of any such liability; and 6.1.2 to the extent of the amount of any losses or other allowable sums available (as a result of any such liability) for set off against Taxation; and 6.1.3 by the amount by which any reserves or provisions in the last accounts are found to be in excess of the amounts actually required in respect of the matters for which provisions or reserves were made, and any reduction in the amount of liability under this paragraph 6 shall be taken into account for the purpose of ascertaining the amount of the loss sustained in connection with the financial limits referred to in paragraph 3 of this Schedule 6. 6.2 The Vendor will have no liability (or such liability will shall be reduced) in respect of any Claim: 6.2.1 6.16.1 if and to the extent that allowance, provision or reserve for or in respect of the liability or other matter giving rise to such claim has been made in the Last AccountsFinancial Statements or Interim Balance Sheet or such liability or matter was specifically referred to in the notes to the Financial Statements or Interim Balance Sheet; 6.2.2 6.16.2 if and to the extent that the Claim occurs as a result of or such claim is otherwise attributable to or would not have arisen or would have been reduced or eliminated but for any voluntary act, omission, transaction or arrangement carried out after Completion by the Purchaser, any Acquired Company and/or any subsidiary of the Purchaser or and/or any Group person connected with the Purchaser and/or an Acquired Company disclaiming any part otherwise than in the ordinary and usual course of business of the benefit of capital or other allowances against Taxation claimed or proposed to be claimed on or before the date of this AgreementCompany as presently carried on; 6.2.3 6.16.3 if and to the extent that the Claim is attributable to any voluntary act or omission of, or transaction or arrangement carried out by, the Purchaser or any Group Company after the Completion Date otherwise than in the ordinary course of business; 6.2.4 if and to the extent that the Claim would not have arisen, or would have been reduced or eliminated, but for the failure or omission on the part of the Purchaser or any Group Company to make any claim, election, surrender or disclaimer or give notice or consent or do any other thing under the provisions of any enactment or regulation relating to Taxation after the date of Completion, the making, giving or doing of which was taken into account in computing the provision for Taxation in the Last Accounts; 6.2.5 if and to the extent that the Claim such claim relates to or is increased by a claim or liability for Taxation which would not have arisen but for any winding up or cessation after Completion of any trade or business carried on by any Group Acquired Company, except for the winding up or cessation of any trade or business carried on by CEM Barbados; 6.2.6 6.16.4 if and to the extent the Claim such claim would not have arisen or would have been reduced or eliminated but for a change of accounting policy or practice or accounting reference date of any Group Acquired Company after the date of Completion; 6.2.7 6.16.5 if and to the extent of any relief or reduction in Taxation arising by virtue of the loss or damage in respect of which the Claim was made; 6.16.6 if and to the extent that such breach Claim has arisen in respect of any act or omission stipulated or required to be carried out or omitted pursuant to or which is contemplated by the terms of this Agreement; and 6.16.7 if and to the extent that the liability or other matter giving rise to such Claim has been taken into account in the consolidated current liabilities of the Acquired Companies comprised in the Completion Working Capital (as agreed or determined in accordance with Clause 7.2).