Reduction of Consideration. Contractor agrees that County shall have the right to deduct from any payments contracted for under this Contract any amount owed to County by Contractor as a result of any obligation arising prior or subsequent to the execution of this contract. For purposes of this paragraph, obligations arising prior to the execution of this contract may include, but are not limited to any property tax, secured or unsecured, which tax is in arrears. If County exercises the right to reduce the consideration specified in this Contract, County shall give Contractor notice of the amount of any off-set and the reason for the deduction.
Reduction of Consideration. CONTRACTOR agrees that COUNTY shall have the right to deduct from any payments specified in Attachment B any amount owed to COUNTY by CONTRACTOR as a result of any obligation arising prior to the execution of this contract. For purposes of this paragraph, obligations arising prior to the execution of this contract may include, without limitation, any property tax, secured or unsecured, which tax is in arrears. If COUNTY exercises the right to reduce the consideration specified in Attachment B, COUNTY shall give CONTRACTOR notice of the amount of any off- set and the reason for the deduction.
Reduction of Consideration. If any payment is made by the Seller to the Purchaser in respect of any claims for any breach of this Agreement, the payment will (so far as possible) be deemed to be a reduction of the Consideration paid by the Purchaser.
Reduction of Consideration any amounts paid by the Managers and the Warranty Covenantors pursuant to clause 5 shall be treated as a reduction in the consideration paid to such persons pursuant to the Offer.
Reduction of Consideration. 3.3.1 If any payment is made by any Seller to the Purchaser in respect of any claim for any breach of this Agreement or pursuant to an indemnity under this Agreement (or any agreement entered into under this Agreement), the payment shall be made by way of adjustment of the consideration paid by the Purchaser for the particular Shares to which the payment and/or claim relates under this Agreement and the consideration shall be deemed to have been reduced by the amount of such payment.
3.3.2 If:
(i) the payment and/or claim relates to the shares in more than one Group Company, it shall be allocated in a manner which reflects the impact of the matter to which the payment and/or claim relates, failing which it shall be allocated rateably to the shares in the Group Companies concerned by reference to the proportions in which the consideration is allocated in accordance with Clause 3.1.2; or
(ii) the payment and/or claim relates to no particular shares in any Group Company, it shall be allocated rateably to all the Shares by reference to the proportions in which the consideration is allocated in accordance with Clause 3.1.2, and in each case the consideration shall be deemed to have been reduced by the amount of such payment.
3.3.3 For the purposes of this Clause 3.3, “this Agreement” includes the Tax Deed of Covenant.
Reduction of Consideration. If the Seller pays any sum to the Purchaser pursuant to a claim under this Agreement, such payment shall be treated, to the extent possible under the relevant law, as a partial reduction of the Total Consideration.
Reduction of Consideration. If any payment is made by the Seller to the Purchaser in respect of any claim for any breach of this Agreement, including pursuant to any of the Seller's Warranties, the payment shall so far as practicable be made by way of adjustment of the consideration paid by the Purchaser for the Shares (and, if the Call Option is exercised, the Retained Shares) under this Agreement and the consideration shall be deemed to have been reduced by the amount of such payment.
Reduction of Consideration. If, between the execution of this Agreement and Closing, any breach of any of the Warranties becomes apparent, occurs or threatens to occur as a result of an act of the Seller or the Companies as referred to in Article 6.2 or otherwise, the Seller shall immediately notify the Purchaser thereof, such notification to refer to the relevant Warranty and to include a complete and non-misleading statement of the true situation. In such event, the Purchaser may, without prejudice to any other rights and claims arising out of this Agreement or otherwise, reduce the Total Consideration by the amount which, if such breach had become apparent after Closing, the Seller would have had to pay to the Purchaser under Article 7, provided however that the Total Consideration cannot become a negative amount. If, at the sole discretion of the Seller, the reduction of the Total Consideration is overcharged, the Seller shall have the option to terminate this Agreement. In such event, the Parties will enter into good faith negotiations on the reduction of the Total Consideration. If Seller following the aforementioned negotiations nonetheless wishes to terminate this Agreement pursuant to this Article 6.3, Article 4.5 shall apply mutatis mutandis.
Reduction of Consideration. All payments made by the Seadrill Group or NADL Group under this Agreement shall, to the extent possible, be paid by way of a reduction to the Consideration under this Agreement.
Reduction of Consideration. All settlements under Clause 16.9 made by Rosneft under this Agreement shall, to the extent possible, be paid by way of a reduction to the Consideration payable under this Agreement.
