Reduction in the Consideration. The Consideration shall, to the extent legally permissible, be reduced or shall be deemed to have been reduced by the amount, if any, paid to or for the benefit of the Purchaser in respect of any claim for breach of any of the Warranties or the Guarantor Warranties or any of the indemnities or other terms of this Agreement or any Transaction Document. For the avoidance of doubt, any reduction or deemed reduction of the Consideration pursuant to this clause 3.5 (Reduction in the Consideration) shall not be taken into account in determining any liability of the Seller under Schedule 18 (Warranty Limitations on Liability) or otherwise.
Reduction in the Consideration. Any amount paid in respect of a breach of any of the Warranties or under Clause 5.8 or under and any portion of the Escrow Sum released to the Buyer under the Escrow Agreement shall (and shall be deemed to) give rise to a corresponding reduction in the Consideration, but for the avoidance of doubt such reduction shall not operate to reduce the total liability of the Warrantors in respect of any Claim for the purposes of paragraph 1.1.2 of Part 5 of the Schedule.
Reduction in the Consideration. 1.3.1 If the Cash is less than the Indebtedness the Consideration shall be reduced by the amount of the shortfall.
