CORRESPONDING BENEFITS Sample Clauses
The Corresponding Benefits clause establishes that any advantages, rights, or benefits granted to one party under an agreement must be reciprocally provided to the other party under similar circumstances. In practice, this means if one party receives a particular concession, discount, or favorable term, the other party is entitled to the same if the situation is comparable. This clause ensures fairness and mutuality in contractual relationships, preventing one-sided arrangements and promoting balanced obligations and entitlements.
CORRESPONDING BENEFITS. 8.1 If any liability to Taxation which has resulted in payment having been made or becoming due from the Covenantors under this deed gives rise to a Relief or right to a repayment of Taxation for the Company which would not otherwise have arisen, then, as and when the liability of the Company to make an actual payment of or in respect of Taxation is reduced by reason of that Relief or, in the case of a repayment of Taxation, as and when the repayment is received, the amount by which the liability is reduced or the amount of the repayment (the RELEVANT AMOUNT) shall be dealt with as follows:
8.1.1 the Relevant Amount shall first be set off against any payment then due from the Covenantors under this deed; and
8.1.2 to the extent that there is any excess, a refund shall be made forthwith to the Covenantors of any previous payment or payments made by the Covenantors under this deed and not previously refunded under this paragraph up to the amount of such excess, and
8.1.3 to the extent that the excess referred to in paragraph 8.1.2 is not exhausted under that paragraph, the remainder of the excess shall be carried forward for set off against any future payment or payments which becomes due from the Covenantors under this deed.
8.2 If, at any time, the Purchaser or the Company become aware of any Relief, repayment or excessive provision for taxation to which paragraph 8.1 may apply, the Purchaser shall as soon as reasonably practicable give full details in writing to the Covenantors.
CORRESPONDING BENEFITS. 8.1 If, on or before the first anniversary of the expiry of the time limit for bringing Claims for Tax under Clause 4.2, the auditors of the relevant Target Company (the “Auditors”) shall certify (at the request and expense of the Seller) that: 8.
1.1 there is an Overprovision, then any such amount shall be dealt with in accordance with Clause 8.2; or 8.
1.2 any Tax Liability (or liability giving rise to a breach of any of the Tax Warranties) which has resulted in a payment having been made or becoming due from the Seller under this Deed (or an actual payment having been made under the Agreement for a breach of the Tax Warranties) would give or has given rise to a Relief for any of the Target Group (or the Event which gave rise to the Tax Liability (or liability giving rise to a breach of any of the Tax Warranties) has given rise to such Relief) which would not otherwise have arisen, then, as and when the liability of the relevant Target Company to make an actual payment of or in respect of Taxation (being a liability in respect of which the Seller would not have been liable to make a payment under this Deed) is reduced by reason of that Relief (and in this respect the relevant Target Company may in its absolute discretion choose to utilise any other Reliefs that are or become available to any of the Target Group in priority to the Relief which would not have arisen but for the Tax Liability (or liability giving rise to a breach of any of the Tax Warranties) which has resulted in the payment having been made or becoming due from the Seller but will otherwise use reasonable endeavours to utilise the relevant Relief) (a “Saving”), the amount by which the liability is reduced shall be dealt with in accordance with Clause 8.2; or 8.
1.3 a Target Company has received a repayment of Taxation in respect of a period ending on or before Completion which was not treated as an asset in, or taken into account in, or in computing a provision for Taxation (including deferred Taxation) in, the Completion Statement (a “Tax Repayment”), the amount of the repayment shall be dealt with in accordance with Clause 8.2. 14
CORRESPONDING BENEFITS. In assessing the Warrantors’ liability in respect of any Claim, any benefit accruing to the Purchaser’s Group (including any amount of any Relief obtained or obtainable by the Purchaser’s Group and any other corresponding benefit that may then or in the future accrue to the Purchaser’s Group), arising directly or indirectly in consequence of the fact, matter, event or circumstance giving rise to such a Claim, is to be taken into account.
CORRESPONDING BENEFITS. If the Purchaser or a Group Company becomes aware that a liability of any Group Company which has given rise to a Reorganisation Indemnity Claim, a Specified Tax Claim or a Specific Indemnity Claim has also given rise to a Relief or a Relief has arisen as a result of or in connection with the matters which have given rise to the relevant liability, and the Purchaser determines, acting reasonably and in good faith, on the basis of discussions with the relevant Group Companies as reasonably appropriate, that such Relief resulted in an actual saving of Tax by the Purchaser or a Group Company prior to the relevant Claim being made (or is reasonably expected to result in an actual saving of Tax by the end of the accounting period ending in the financial year following the year in which the underlying liability giving rise to the relevant Claim arose) (such actual or reasonably expected actual saving of Tax being a “Corresponding Benefit”), the Purchaser shall promptly give details of such Corresponding Benefit by written notice to the Seller, and an amount equal to the value (as so determined in writing) of such Corresponding Benefit shall be set off against any payment then due from the Seller under this Agreement.
CORRESPONDING BENEFITS. 3.1 If the Buyer, the Company or any member of the Buyer's Group becomes aware that any Taxation Liability which has resulted in any sum having been paid by the Sellers under the Tax Covenant (such sum being the Relevant Amount), or the Event that gave rise to such Taxation Liability, has given or could reasonably give rise to a Relief which is not an Accounts Relief and which would not otherwise have arisen (a Windfall Relief), it shall promptly inform the Sellers in writing of such Windfall Relief and shall take reasonable steps to utilise such Relief.
3.2 The Buyer shall at the written request of the Sellers require the Auditors to determine (as experts and not as arbitrators and at the expense of the Sellers) whether a Windfall Relief has arisen and, if so, whether a liability of the Company to make an actual payment of Tax (not being a liability in respect of which the Sellers are liable to make a payment under the Tax Covenant or for a breach of the Tax Warranties) has been satisfied or avoided by the use of that Windfall Relief (Saving). If the Auditors determine that a Saving has arisen, the lesser of the Relevant Tax Proportion of the amount of such Saving and the Relevant Amount shall be dealt with in accordance with paragraph 3.3.
3.3 Where it is provided under paragraph 3.2 that any amount is to be dealt with in accordance with this paragraph 3.3:
CORRESPONDING BENEFITS. 9.1 Where:
9.1.1 a liability of a Group Company has resulted in a Relief (the “Relevant Relief”); and
9.1.2 the Seller has made a payment to the Purchaser in respect of that liability in satisfaction of a Tax Claim, the Purchaser shall ensure that a Group Company, so far as possible, uses the Relevant Relief and the Purchaser shall as soon as reasonably practicable, but in any event within five (5) Business Days, pay to the Seller an amount equal to the amount by which a liability for Tax of a Group Company is reduced or the amount of any repayment of Tax received by a Group Company, in each case as a result of the use of the Relevant Relief.
9.2 As soon as reasonably practicable following a written request from the Seller, the Purchaser shall (at the cost of the Seller) ensure that the auditors of the relevant Group Company certify the amount of any payment due to the Seller under this paragraph 9. If any dispute arises as to the quantification of the amount of any payment due to the Seller, such dispute shall be referred for determination to the Expert who in making such determination shall act as expert and not arbitrator and whose decision shall be final and binding on the Seller and the Purchaser. The Expert may make such enquiries as he or she shall think fit in order to make such determination and shall also determine how the costs of obtaining its opinion should be paid and borne by the parties, taking into account the reasonableness of their respective arguments.