CORRESPONDING SAVINGS AND THIRD PARTY RECOVERY. 7.1 If the Purchaser (acting reasonably and in good faith) confirms that any Tax Liability which has resulted in a payment having become due by the Warrantors under this Schedule (the “Applicable Tax Liability”) has given rise to a Relief (other than (i) a Purchaser’s Relief, (ii) a Relief which has already been taken into account in computing the liability of any Warrantor under this Agreement, or (iii) a Relief which has already been taken into account under paragraph 7.3) which would not otherwise have arisen, then to the extent that a liability of a Group Company or the Purchaser to make an actual payment of Tax (in respect of which any Warrantor would not have been liable under this Schedule or under this Agreement (ignoring paragraph 1 (Financial Limits on Claims) and paragraph 2 (Time Limits on Claims) of Schedule 5) has been reduced as a result of the use or set-off of the Relief, the Purchaser shall either (i) reduce the amount to be deducted from any Milestone Consideration due to the Vendors in respect of the relevant Applicable Tax Liability by an amount equal to the Relevant Amount or (ii) to the extent that amounts in respect of the relevant Applicable Tax Liability have already been deducted from any Milestone Consideration due to the Vendors without taking into account any Relevant Amount, pay to the Vendors’ Representative (on the date when the relevant Group Company or Purchaser (as applicable) would have been under an obligation to make the reduced payment of Tax) an amount equal to the Relevant Amount.
7.2 For the purposes of paragraph 7.1, the “Relevant Amount” is an amount equal to the lower of:
(a) the amount by which the liability of a Group Company or the Purchaser to make an actual payment of Tax is reduced by the relevant Relief referred to in paragraph 7.1; and
(b) the amount due by the Warrantors in respect of the Tax Liability giving rise to the Relief (which is, or is to be, satisfied out of, and deducted from, the Milestone Consideration).
7.3 If the Warrantors at any time are liable to the Purchaser for an amount under paragraph 2 or for breach of any of the Tax Warranties and an amount in respect of such liability has been deducted from any Milestone Consideration due to the Vendors and the Purchaser or a Group Company is or becomes entitled to recover from some other person (other than a member of the Purchaser’s Tax Group) any sum in respect of the matter giving rise to the liability (other than by reason of the use or s...
CORRESPONDING SAVINGS AND THIRD PARTY RECOVERY. 7.1 If any Tax Liability which has resulted in a payment having been made by the Sellers under this Tax Covenant or for breach of any of the Tax Warranties has given rise to a Relief (other than a Buyer’s Relief) which would not otherwise have arisen, then:
(a) the Buyer must procure that full details of the Relief are given to the Sellers’ Representative as soon as reasonably practicable; and
(b) to the extent that a liability to make an actual payment of Tax is reduced as a result of the use or set off of the Relief the Buyer must pay to the Sellers on the date when the Buyer or any relevant Target Group Company would have been under an obligation to make the reduced payment of Tax an amount equal to the lower of:
CORRESPONDING SAVINGS AND THIRD PARTY RECOVERY. If any Tax Liability which has resulted in a payment having been made by the Sellers under the Tax Covenant or for breach of any of the Tax Warranties has given rise to a Relief which would not otherwise have arisen, then:
