Net Financial Benefit. The Seller shall not be liable for any Claim in respect of any Losses suffered by the Purchaser or any Group Company if and to the extent that a member of the Purchaser’s Group receives any corresponding savings or net quantifiable financial benefit arising from such Losses or the facts giving rise to such Losses (for example where the amount (if any) by which any Taxation for which any member of the Purchaser’s Group would otherwise have been accountable or liable to be assessed is actually reduced or extinguished as a result of the matter giving rise to such liability).
Net Financial Benefit. To the extent the Buyer or any of its Affiliates (or the Companies as from the Closing Date) have effectively received any savings or net quantifiable benefit arising directly from certain Damages or the facts giving rise to such Damages (for example, where the amount, if any, by which any Tax for which the Buyer, any of its Affiliates or the Companies – as from the Closing Date – would otherwise have been accountable or liable to be assessed is actually reduced or extinguished as a direct result of the matter giving rise to such liability), the Seller shall only be obliged to indemnify for Misrepresentation in an amount equivalent to the Damages less the amount of the relevant savings or net quantifiable benefit.
Net Financial Benefit. The Business Sellers shall not be liable under the Seller Warranties in respect of any Losses suffered by the Purchaser or any member of the Purchaser’s Group to the extent of any corresponding savings by or quantifiable net financial benefit to the Purchaser or any member of the Purchaser’s Group arising from such Losses or the facts giving rise to such Losses (for example, where the amount (if any) by which any Taxation for which the Purchaser or any other member of the Purchaser’s Group would otherwise have been accountable or liable to be assessed is reduced or extinguished as a consequence of any saving, benefit or Relief in respect of Taxation (“Tax Relief”) arising as a result of the matter giving rise to such liability, provided that any such Tax Relief shall be deemed to be utilised in priority to any other saving, benefit or Relief in respect of Taxation available to the Purchaser or any other member of the Purchaser’s Group, save to the extent that the legal rules and restrictions governing the utilisation of Tax Reliefs would require other Tax Reliefs to be utilised in priority).
Net Financial Benefit. Any Losses which the Purchaser may be entitled to claim hereunder shall be calculated on an after-Tax basis provided that the Tax benefit has been realized, meaning that such Losses shall be reduced by (i) any Tax refund actually received by the relevant Group Entity; (ii) any reduction of Tax actually owing by the relevant Group Entity; or (iii) in case of additional depreciations or amortisations for Tax purposes, the net present value of future Tax refunds or reductions of Tax as a result of such additional depreciations or amortisations and calculated at the Interest Rate; to the extent that the Tax refund or reduction of Tax is directly connected with the facts as a result of which the Losses have been incurred.
Net Financial Benefit. (a) No Indemnifying Person shall be liable under this Article VIII in respect of any Losses suffered by any Indemnified Person to the extent there are any offsetting savings by or quantifiable net financial benefits to such Indemnified Person arising from such Losses or the facts, matters, events or circumstances giving rise to such Losses. This Section 8.10(a) shall not apply to any Loss relating to Taxes.
Net Financial Benefit. The Seller shall not be liable under or otherwise in connection with this Agreement in respect of any claims to the extent of any corresponding savings by or net financial benefit, including any Tax Benefit, to the Purchaser or any other member of the Purchaser’s Group arising in respect of such Losses or the facts giving rise to such Losses.
Net Financial Benefit. No Indemnifying Party shall be liable under this Article 6 in respect of any Damages suffered by any Indemnified Party to the extent there are any resulting deductions or credits actually available and capable of being used to reduce the Taxes payable by the Corporation for a taxation year or period ending after Closing that would not have been available had such Damages not been sustained; provided, that, subject to Section 6.11, Damages suffered by any Indemnified Party shall include an amount equal to any additional Tax costs actually paid by the Indemnified Party with respect to a taxation year or period ending after Closing, that resulted from receipt of an indemnity payment under this Article 6.
Net Financial Benefit. The Seller shall not be liable for any Claim (other than a Tax Deed Claim or a Tax Warranty Claim) in respect of any Losses suffered by the Purchaser or a Group Company to the extent of any corresponding savings by or net quantifiable financial benefit to any member of the Purchaser’s Group arising from such Losses or the facts giving rise to such Losses (for example where the amount (if any) and timing by which any Taxation for any member of the Purchaser’s Group would otherwise have been accountable or liable to be assessed is reduced or extinguished as a result of the matter giving rise to such Losses).
Net Financial Benefit. Except in the case of a Relevant Claim under paragraph 1 of Schedule 4 (Tax), the Seller shall not be liable under this Agreement in respect of any Losses suffered by the Purchaser or any Target Group Company to the extent of any corresponding savings by or net quantifiable financial benefit to any member of the Purchaser’s Group arising from such Losses or the facts giving rise to such Losses, save for any savings or benefit in respect of Taxation.
Net Financial Benefit. Each Warrantor shall not be liable under or otherwise in connection with this agreement in respect of any claims to the extent of any corresponding savings by or net financial benefit, including any Tax Benefit, to the applicable Beneficiary or any other member of the Beneficiary’s Group arising in respect of those Losses or the facts giving rise to those Losses.
