Understatements/Overstatements. If and to the extent that: 11.12.1 the amount of any allowance, provision or reserve (including any allowance, provision or reserve taken into account in calculating the net value of an asset) made in the Accounts and/or Closing Statement or otherwise taken into account or reflected therein (and not released prior to Closing) (other than an allowance, provision or reserve in respect of Taxation) is found to be in excess of, or unnecessary in respect of, the matter for which such allowance, provision or reserve was made or is established to have been excessive or unnecessary; 11.12.2 any sum is received by any Target Group Company in respect of any asset which has previously been written off as irrecoverable in the Accounts and/or Closing Statement (other than any asset in respect of Taxation); or 11.12.3 the value of any asset in the Accounts and/or Closing Statement (other than any asset in respect of Taxation) is understated or any liability in the Accounts and/or Closing Statement is overstated (other than a liability in respect of Taxation), the amount of such excess, unnecessary allowance, provision or reserve, receipt, understatement or overstatement shall be credited against and applied in relieving the Seller from any liability they would otherwise incur for any Warranty Claim.
Appears in 2 contracts
Sources: Sale and Purchase Agreement (LyondellBasell Industries N.V.), Put Option Agreement (LyondellBasell Industries N.V.)