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 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. 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. 9.1 The Purchasers will, at the Covenantor's request and expense, procure that the Company:-
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. 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 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.
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. 3.1 The Warrantors may, in particular but without limitation, by notice in writing to the Purchaser avoid or reduce any liability which the Warrantors would, apart from this paragraph 3.1, have under part 2 or for breach of any Taxation Warranty by procuring the surrender to the Company of Group Relief, advance corporation tax or a Tax Refund (without the Purchaser or the Company being liable to make any payment in consideration for such surrender) and the liability of the Warrantors under part 2 or for breach of any Taxation Warranty shall be validly satisfied or avoided to the extent of the amount of Taxation which has been validly satisfied or avoided as a result of such surrender. The Purchaser shall procure that the Company takes all such steps (at no cost to the Company), including (without limitation) making and giving all such claims and consents as the Warrantors may reasonably request 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:
