Mitigation of liability. The Seller may, in particular but without limitation, by notice in writing to the Buyer avoid or reduce any liability which the Seller would, apart from this paragraph 3, have under the Tax Covenant or for breach of any Tax Warranty by surrendering or procuring the surrender to the Company of Group Relief, a Refund or any other Relief (without the Buyer or the Company being liable to make any payment in consideration for such surrender) and the liability of the Seller under the Tax Covenant or for breach of any Tax Warranty shall be satisfied or avoided to the extent of the amount of Taxation which could be satisfied or avoided as a result of such surrender. The Buyer shall procure that the Company takes all such reasonable steps, including (without limitation) making and giving all such claims and consents as may be necessary to effect any such surrender.
Mitigation of liability. Either party shall have the right to mitigate its liability under this Agreement by taking such actions as may be appropriate.
Mitigation of liability. The Buyer shall, to the extent permitted by law, at the direction of the Sellers, procure that each Group Company will take all such steps as the Sellers may reasonably require to use any Relief (other than any Buyer Relief) available (provided the Sellers indemnify and secure the relevant Group Company to its reasonable satisfaction in respect of any cost incurred in order to secure the Relief) to mitigate or eliminate any liability for Tax for which the Sellers would be liable under this Schedule, such Relief to be used in priority to Reliefs arising after Completion in so far as may be permissible under applicable Tax law, and at the Sellers' expense deliver to the Sellers a certificate from the auditors of the relevant Group Company for the time being confirming that all such Reliefs have been so used Provided that this paragraph 4.1 shall not prejudice any rights of the Buyer under this Schedule.
Mitigation of liability. The Warrantors may, in particular but without limitation, by notice in writing to the Buyer avoid or reduce any liability which the Warrantors would, apart from this paragraph 40, have under the Tax Covenant or for breach of any Tax Warranty by surrendering or procuring the surrender to the Company of Group Relief, a Refund or any other Relief (other than an Accounts Relief or Post-Accounts Relief without the Buyer or the Company being liable to make any payment in consideration for such surrender) and the liability of the Warrantors under the Tax Covenant or for breach of any Tax Warranty shall be satisfied or avoided to the extent of the amount of Taxation which could be satisfied or avoided as a result of such surrender. The Buyer shall procure that the Company takes all such steps, including (without limitation) making and giving all such claims and consents as may be necessary to effect any such surrender.
Mitigation of liability. 9.1 The Purchasers will, at the Covenantor's request and expense, procure that the Company:-
Mitigation of liability. The Relevant Seller may, in particular but without limitation, by notice in writing to the Buyer avoid or reduce any liability which the Relevant Seller would, apart from this paragraph 3, have under part 2 or for breach of any Tax Warranty by surrendering or procuring the surrender to the Company of any Relief (including, without limitation, any Group Relief) (without the Buyer or the Company being liable to make any payment in consideration for such surrender) and the liability of the Relevant Seller under part 2 or for breach of any Tax Warranty shall be satisfied or avoided to the extent of the amount of Taxation which could be satisfied or avoided as a result of such surrender. The Buyer shall procure that the Company takes all such reasonable steps, including (without limitation) making and giving all such reasonable claims and consents as may be necessary to effect any such surrender.
Mitigation of liability. 9.1 The Seller may, in particular but without limitation, by notice in writing to the Buyer avoid or reduce any liability which the Seller would, apart from this paragraph 9.1 have under the Tax Covenant or for breach of any Tax Warranty by entering into (or procuring a member of the Seller’s Group to enter into) a Relevant Surrender with the Company (without the Buyer or the Company being liable to make any payment in consideration for such surrender) and the liability of the Seller under the Tax Covenant or in respect of the Tax Warranties shall be satisfied or avoided to the extent of the Taxation Liability of the Company which could be satisfied or avoided as a result of such Relevant Surrender. The Buyer shall procure that the Company takes all such reasonable steps, including (without limitation) making and giving all such elections, claims and consents as may be necessary to effect any such Relevant Surrender.
9.2 In the event that any chargeable realisation gain or any chargeable gain accrues to the Company under any of sections 780 or 785 CTA 2009 or section 179 TCGA as a result of the sale and purchase of the Shares pursuant to this Agreement (a Degrouping Charge), the Seller shall be entitled to require the Company to enter into such one or more elections under section 792 CTA 2009 and/or section 171A TCGA (as appropriate) with the Seller and/or such one or more members of its group as it shall specify in writing and the Buyer shall procure that the Company enters into such election(s). The Seller shall have no liability to the Buyer (whether under the Tax Covenant, the Tax Warranties or otherwise) in respect of any Taxation Liability of the Company which could have been saved or avoided but for any failure on the part of the Company to enter into any such election(s).
Mitigation of liability. 9.1 The Covenantor may by notice in writing to the Purchaser reduce or eliminate any liability which the Covenantor would, apart from this clause 9.1, have under this deed or under the Agreement for breach of any of the Taxation Warranties by surrendering or procuring the surrender to the Company of Group Relief or a Taxation Benefit, or an overpayment of corporation tax (or its overseas equivalent) (without the Purchaser or the Company being liable to make any payment in consideration for such surrender) and the Covenantor's liability under this deed or for breach of any of the Taxation Warranties will be reduced or eliminated to the extent of the amount of Taxation reduced or eliminated by such surrender. To the extent that it is lawfully permitted to do so, the Purchaser will procure that the Company takes all such steps, including (without limitation) making and giving all such claims and consents, as the Covenantor may reasonably request to effect any such surrender and delivers to the Covenantor a certificate from the Auditors confirming that such Group Relief, or overpayment of corporation tax has been so surrendered and such surrenders and consents so made.
Mitigation of liability. 8.1 The Covenantor may, in particular but without limitation, by notice in writing to the Buyer avoid or reduce any liability which the Covenantor would, apart from this clause 8.1, have under clause 3 of this deed or for breach of any of the Taxation Warranties by surrendering or procuring the surrender to the Company of Group Relief (without the Buyer or any Group Company being liable to make any payment in consideration for such surrender) and the liability of the Covenantor under clause 3 of this deed or for breach of any of the Taxation Warranties shall be satisfied or avoided to the extent of the amount of Taxation which is or could be satisfied or avoided as a result of such surrender. The Buyer shall procure that each Group Company takes (at the reasonable cost and expense of the Covenantor) all such steps, including (without limitation) making and giving all such claims and consents as the Covenantor may request in writing to effect any such surrender.
Mitigation of liability. Upon any breach of this Agreement, the non-breaching party will take reasonable steps to mitigate the damages caused by the breaching party. Without limiting the foregoing, Manufacturer will take the following actions as appropriate to mitigate Customer's liabilities, if any, incurred under this Agreement, and to the extent possible:
9.1 Use excess materials for other Customer or Manufacturer business requirements whenever possible;
9.2 Resell to Customer the excess materials at a price equal to Manufacturer's purchase price;
9.3 Cancel all procurement commitments without cancellation costs for excess materials; and
9.4 Resell excess materials.
