Corresponding Benefit. 9.1 If any member of the Purchaser’s Group receives or will receive a Relief, which it would not have received but for the circumstances giving rise to a Warranty Claim or Tax Claim, then the Purchaser shall procure that details of the Relief are given to the Seller as soon as practicable, and:
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.
Corresponding Benefit. 6.1. If the Purchaser or the relevant Group Company is or may be entitled to recover from a person (including any Tax authority) a sum in respect of any Claim for Tax which gives rise to a liability on the part of the Covenantor under this Deed, then:
Corresponding Benefit. 9.1 If on or before the seventh anniversary of the Completion Date, a payment by the Vendor in respect of any Tax Liability under a Tax Claim or the matter giving rise to the Tax Liability in question results in any Target Group member or the Purchaser receiving or becoming entitled to any Relief which they utilise (including by way of repayment of Tax) (“Corresponding Relief”), then an amount equal to or the Tax saved by the Corresponding Relief at the date such Corresponding Relief is utilised (“Relevant Amount”), shall be dealt with in accordance with paragraph 9.2.
Corresponding Benefit. 5.1 If a member of the Purchaser's Group realises or is deemed to realise a benefit or saving which it would not have received or made but for the circumstances giving rise to a claim under this Schedule, 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:
Corresponding Benefit. For the avoidance of doubt, the calculation of Loss and/or Damages shall take into account any Tax Benefit or Relief received by the Purchaser in the taxable year in which such Damages are suffered or the subsequent taxable year as a result of the matter giving rise to the corresponding Claim against the Seller (or the Guarantor) calculated on a "with and without" basis.
Corresponding Benefit. In assessing any losses or other amounts for which an Indemnified Party is entitled to indemnity hereunder, there shall be taken into account the value of any benefit accruing to such Indemnified Party as a result of the resolution of the claim pursuant to which such losses or other amounts became recoverable, including, without limitation, the amount of any Tax relief obtained or obtainable by such Indemnified Party.
Corresponding Benefit. 6.1 If before the sixth anniversary of the date of this agreement:
Corresponding Benefit. In assessing any damages or other amounts recoverable under this Agreement, there shall be taken into account the value of any monetary benefit accruing to any member of the Purchaser's Group in consequence of the matter or circumstances giving rise to the Claim pursuant to which the damages or such other amounts become recoverable, including, without prejudice to the generality of the foregoing, any amount of any tax relief obtained or obtainable by any member of the Purchaser's Group and any amount by which any tax for which any member of the Purchaser's Group is or may be liable to be assessed or made accountable is reduced or extinguished arising in consequence of such matter or circumstances.
Corresponding Benefit. 1.1 The provisions of paragraph 1.2 of this part shall apply where a Tax Liability of 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.
