Common use of Liabilities Etc Clause in Contracts

Liabilities Etc. 2.3 Having regard to the principles set out above, the parties intend to agree the amounts of all dividends to their respective shareholders and to ensure that dividends paid to PLC and NV from companies within the Xxxx Elsevier Group and the Finance Group are sufficient to fund those dividends to the shareholders having regard to available assets and liabilities of PLC and NV respectively and any deficiencies in distributable reserves which may from time to time arise. However, it is further intended that any expenditure or liability of PLC or NV (a) directly or indirectly constituting, or resulting from or arising out of, any act of omission by or matter concerning the relevant party which has constituted a breach of this Agreement or the Original Governing Agreement or which would not have existed had clause 4.2 of the Implementation Agreement been observed by that party or (b) incurred in discharge of a liability, or being a liability, to pay to the other party damages or any other amount by way of compensation for breach of contract or other wrongful act or incurred in settlement of any claim by the other party (whether or not liability is admitted) or in discharge of expenses incurred in the settlement of such a claim, shall be left out of account in determining their dividend entitlements from the Xxxx Elsevier Group and/or the Finance Group in such a way that such expenditure or liability may result in dividend payments by PLC and NV not reflecting the Equalisation Ratio. Operation of principles

Liabilities Etc. 2.3 Having regard to the principles set out above, the parties intend to agree the amounts of all dividends to their respective shareholders and to ensure that dividends paid to PLC and NV from companies within the Xxxx Elsevier Group and the Finance RELX Group are sufficient to fund those dividends to the shareholders having regard to available assets and liabilities of PLC and NV respectively and any deficiencies in distributable reserves which may from time to time arise. However, it is further intended that any expenditure or liability of PLC or NV (a) directly or indirectly constituting, or resulting from or arising out of, any act of omission by or matter concerning the relevant party which has constituted a breach of this Agreement or the Original Governing Agreement or which would not have existed had clause 4.2 of the Implementation Agreement been observed by that party or (b) incurred in discharge of a liability, or being a liability, to pay to the other party damages or any other amount by way of compensation for breach of contract or other wrongful act or incurred in settlement of any claim by the other party (whether or not liability is admitted) or in discharge of expenses incurred in the settlement of such a claim, shall be left out of account in determining their dividend entitlements from the Xxxx Elsevier Group and/or the Finance RELX Group in such a way that such expenditure or liability may result in dividend payments by PLC and NV not reflecting the Equalisation Ratio. Operation of principles

Liabilities Etc. 2.3 Having regard to the principles set out above, the parties intend to agree the amounts of all dividends to their respective shareholders and to ensure that dividends paid to PLC Xxxx and NV Elsevier from companies within the Xxxx Elsevier Group and the Finance Group are sufficient to fund those dividends to the shareholders having regard to available assets and liabilities of PLC Xxxx and NV Elsevier respectively and any deficiencies in distributable reserves which may from time to time arise. However, it is further intended that any expenditure or liability of PLC Xxxx or NV Elsevier (a) directly or indirectly constituting, or resulting from or arising out of, any act of omission by or matter concerning the relevant party which has constituted a breach of this Agreement or the Original Governing Agreement or which would not have existed had clause 4.2 of the Implementation Agreement been observed by that party or (b) incurred in discharge of a liability, or being a liability, to pay to the other party damages or any other amount by way of compensation for breach of contract or other wrongful act or incurred in settlement of any claim by the other party (whether or not liability is admitted) or in discharge of expenses incurred in the settlement of such a claim, shall be left out of account in determining their dividend entitlements from the Xxxx Elsevier Group and/or the Finance Group in such a way that such expenditure or liability may result in dividend payments by PLC Xxxx and NV Elsevier not reflecting the Equalisation Ratio. Operation of principles