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 If 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. 1.2 Where this paragraph 1.2 applies, then five Business Days after the later of: 1.2.1 the Company utilising the Relevant Relief; and 1.2.2 the auditors for the time being of the relevant member of the Group shall certify Company certifying (at the request and expense cost of the CovenantorSellers) 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 existence and quantum of the Group Relevant Relief an amount equivalent to the lesser of: 1.2.3 the amount of Tax which the Company would not otherwise have arisen, then, as and when been liable to pay but for the liability utilisation of the relevant member of Relevant Relief (less an amount equal to the Group reasonable costs and expenses properly incurred by the Buyer or the Company in obtaining the Relevant Relief); and 1.2.4 the amount paid by the Sellers to make an actual payment of or the Buyer 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 to 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 Relief relates, shall first be set off against any payment then due from the Covenantor under any Sellers pursuant to a Tax Claim; and 7.2.2 Claim and secondly, to the extent that there is any an excess, a refund shall be made paid 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 Sellers save to the extent that any amount paid by the excess referred to Sellers in respect of the Tax Liability in question has previously been refunded under any provision of this Agreement. 1.3 For the purposes of paragraph 7.2.2 is not exhausted under that paragraph1.2 of this part, the remainder of that excess Company shall be carried forward for set off against any future regarded as utilising a Relevant Relief on the last date upon which the Company would have been obliged to make an actual payment or payments of Tax (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 it would otherwise have had to have paid but 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 whetherRelevant Relief) or, in the light case of those circumstancesa Relevant Relief consisting of a right to repayment of Tax, the amount that was subject to date on which the Company receives cleared funds in respect of such certification should be amendedrepayment. 7.4 If 1.4 Nothing in paragraph 1 of this part shall oblige the auditors certify under sub-clause 7.3 that an Company to utilise a Relevant Relief in priority to any other Relief then available to it or to maximise the amount previously certified should be amended, that amended amount of any Relevant Relief and the Company shall be substituted for the purposes of sub-clause 7.2 this paragraph be deemed to use all other Reliefs then available to it, as permitted by law, as though the Relevant Amount Relief did not exist and in respect priority to the Relevant Relief in determining when the Relevant Relief is utilised but, subject to the above, the Company shall use its reasonable endeavours to utilise and maximise the Relevant Relief. 1.5 The Buyer shall notify the Sellers of the certification in question in place existence 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 any Relevant Relief as soon as reasonably practicable by the Covenantor or (as the case may be) to the Covenantorafter becoming aware of it.

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.

Corresponding Benefit. 7.1 6.1 If before the auditors for the time being sixth anniversary of the relevant member date of this agreement: 6.1.1 the Group shall certify (at the request and expense amount by which any right to repayment of the Covenantor) that any Liability for Taxation Tax which has resulted been treated as an asset in the Accounts proves to have been understated; or 6.1.2 a payment having been made or becoming due from by the Covenantor Warrantors in respect of any Tax Liability under a Tax Claim would give rise to a Tax Relief for that member of results in 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 Purchaser receiving any Relief (and in this respect the relevant member other than an Accounts Relief) which it utilises (including by way of the Group may in its absolute discretion obtaining a repayment of Tax) ("CORRESPONDING RELIEF") then an amount equal to the extent consistent with the law such understated right to repayment of Tax 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 saved by the Corresponding Relief which would not have arisen but for at the Liability for Taxation which has resulted in the payment having been made or becoming due from the Covenantordate such Corresponding Relief is utilised ("RELEVANT AMOUNT") 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 7.2paragraph 6.2 provided that no account shall be taken of any understatement to the extent that it arises as a consequence of the utilisation of any Post Accounts Relief or Accounts Relief or any action taken by the Company after Completion or any change in law after Completion. 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 6.2.1 The Relevant Amount shall first be set off against any payment then due from the Covenantor Warrantors under any a Tax Claim; and; 7.2.2 6.2.2 to the extent that there is an excess of the Relevant Amount after any excessapplication of it under paragraph 6.2.1, a refund shall be made to the Covenantor Warrantors of any previous payment or payments made by the Covenantor Warrantors under any a Tax Claim and not previously refunded under this sub-clause paragraph 6.2.2 up to the amount of such excess; and 7.2.3 6.2.3 to the extent that the excess referred to in paragraph 7.2.2 6.2.2 is not exhausted under that paragraph, the remainder of that excess shall be carried forward for and set off against any future payment or payments which becomes become due from the Covenantor Warrantors under any a Tax Claim. 7.3 Where any such certification as is mentioned in sub-clause 7.1 has been made, 6.3 If the Covenantor Purchaser or the Buyer Company become aware of any circumstances which shall or may (at their/its own expense) request give rise to the auditors for application of paragraph 6.1 the time being of Purchaser shall or shall procure that the relevant member of the Group to review such certification in the light of all relevant circumstancesCompany shall, 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 reasonably practicable, give written notice of the Covenantor or (as the case may be) same to the CovenantorWarrantors. For the avoidance of doubt, the Purchaser or the Company shall have full discretion over the utilisation of the Corresponding Relief and shall not be under any obligation to utilise any Corresponding Relief in priority to any Post Accounts Relief. 6.4 The Warrantors may, at their own expense require the Auditors to certify the existence and quantum of any Relevant Amount and the date on which the Corresponding Relief is utilised and in the absence of manifest error, their decision shall be final and binding.