Common use of Reduction of Consideration Clause in Contracts

Reduction of Consideration. If any payment is made by or on behalf of the Seller to the Purchaser under or in respect of any breach of any provision of this Agreement (including under Clause 8.2) or under the Indemnification Agreement, the payment shall, so far as possible, be treated as a reduction in the Consideration, and the Consideration shall accordingly be reduced by the amount of such payment.

Appears in 2 contracts

Samples: Sale and Purchase Agreement, Indemnification Agreement (TerraForm Power, Inc.)

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Reduction of Consideration. If any payment is made by or on behalf of the Seller to the Purchaser under or in respect of any claims for any breach of any provision of this Agreement (including under Clause 8.2) or under the Indemnification Agreement, the payment shall, will (so far as possible, ) be treated as deemed to be a reduction in the Consideration, and of the Consideration shall accordingly be reduced paid by the amount of such paymentPurchaser.

Appears in 2 contracts

Samples: Share Purchase Agreement (Aerkomm Inc.), Share Purchase Agreement

Reduction of Consideration. 3.2.1 If any payment is made by or on behalf of the Seller to either of the Purchaser under or Purchasers in respect of any claim for any breach of any provision of this Agreement (including or pursuant to an indemnity under Clause 8.2) any such agreement or under the Indemnification AgreementTax Indemnity, the payment shall, so far as possible, shall be treated as a reduction in made by way of adjustment of the Consideration, consideration paid by the relevant Purchaser for the particular Shares to which the payment and/or claim relates under this Agreement and the Consideration consideration shall accordingly be deemed to have been reduced by the amount of such payment.

Appears in 1 contract

Samples: International Share Sale Agreement (Cooper Companies Inc)

Reduction of Consideration. If any payment is made due by or on behalf of the Seller Vendor to the Purchaser under or in respect of any breach of any provision of claim against the Vendor under this Agreement (including under Clause 8.2) or under the Indemnification Agreementwithout limitation any Warranty Claim), the payment shall, so far as possible, shall be treated as a reduction in made by way of adjustment of the Consideration, consideration paid by the Purchaser for the Shares under this Agreement and the Consideration consideration shall accordingly be deemed to have been reduced by the amount of such payment.

Appears in 1 contract

Samples: Conformed (Geotek Communications Inc)

Reduction of Consideration. 3.2.1 If any payment is made by or on behalf of the Seller Sellers to the Purchaser under or in respect of any claim for any breach of any provision of this Agreement or pursuant to an indemnity under this Agreement (including or any agreement entered into under Clause 8.2) or under the Indemnification this Agreement), the payment shall, so far as to the extent possible, be treated as a reduction in an adjustment to the Consideration, consideration paid by the Purchaser for the particular Shares to which the payment and/or claim relates under this Agreement and the Consideration consideration shall accordingly be deemed to have been reduced by the amount of such payment.

Appears in 1 contract

Samples: Share Purchase Agreement (Intercontinental Hotels Group PLC /New/)

Reduction of Consideration. If any payment is made by or on behalf of the Seller to the Purchaser under or in respect of any claim for any breach of any provision of this Agreement (including or any agreement entered into under Clause 8.2) or under the Indemnification this Agreement), the payment shall, so far as possible, shall be treated as a reduction in made by way of adjustment of the Consideration, consideration paid by the Purchaser for the Shares under this Agreement and the Consideration consideration shall accordingly be deemed to have been reduced by the amount of such payment.

Appears in 1 contract

Samples: Share Purchase Agreement (Millicom International Cellular Sa)

Reduction of Consideration. If any payment is made by or on behalf of the Seller to the Purchaser under or in respect of any claim for any breach of any provision of this Agreement (including or any agreement entered into under Clause 8.2) or under the Indemnification this Agreement), the payment shall, so far as possible, shall be treated as made by way of a reduction in deemed adjustment of the Consideration, consideration paid by the Purchaser under this Agreement and the Consideration consideration shall accordingly be deemed to have been reduced by the amount of such paymentpayment provided that nothing herein contained shall in any way prejudice the obligation of the Purchaser to pay the consideration in accordance with Clause 3.1.

Appears in 1 contract

Samples: Share Purchase Agreement (CAESARS ENTERTAINMENT Corp)

Reduction of Consideration. If any payment is to be made by or on behalf of the any Seller to the Purchaser under or in respect of any claim for breach of any provision of this Agreement (including under Clause 8.2) or under the Indemnification Agreement, the payment shallshall be made by way of adjustment of the consideration paid by the Purchaser for the Shares under this Agreement, so far as possible, which shall be treated as a reduction in the Consideration, and the Consideration shall accordingly be deemed to have been reduced by the amount of such payment.

Appears in 1 contract

Samples: Share Purchase Agreement (Sensata Technologies Holding N.V.)

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Reduction of Consideration. If any payment is made by or on behalf any of the Seller Sellers to the Purchaser under or in respect of any breach of any provision of this Agreement or pursuant to an indemnity, warranty or covenant to pay under this Agreement (including or any agreement entered into under Clause 8.2) or under the Indemnification this Agreement), the payment shall, so far as possibleif and to the extent permitted by law, be treated as made by way of a reduction in the Consideration, and to the Consideration shall accordingly be reduced by and/or of a reduction of payments under the amount of such paymentNSR Royalty or portions thereof.

Appears in 1 contract

Samples: Share Purchase Agreement

Reduction of Consideration. 3.3.1 If any payment is made by or on behalf of the any Seller to the Purchaser under or any Relevant Purchaser in respect of any claim for any breach of any provision of this Agreement (including or any Local Transfer Document or the Tax Indemnity or pursuant to an indemnity under Clause 8.2) or under the Indemnification Agreementany such agreement, the payment shall, so far as possible, shall be treated as a reduction in deemed to reduce the Consideration, consideration for the particular Shares or Business Assets (if any) to which the payment and/or claim relates under this Agreement and the Consideration consideration shall accordingly be deemed to have been reduced by the amount of such payment.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Exult Inc)

Reduction of Consideration. If any payment is made by or on behalf of the Seller to the Purchaser under or in respect of any claim for any breach of any provision of this Agreement (including or pursuant to an indemnity under Clause 8.2) or under this Agreement, to the Indemnification Agreementextent permitted by applicable law, the payment shall, so far as possible, shall be treated as a reduction in made by way of adjustment of the Consideration, Adjusted Purchase Price and the Consideration Adjusted Purchase Price shall accordingly be deemed to have been reduced by the amount of such payment.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Hungarian Telephone & Cable Corp)

Reduction of Consideration. (i) If any payment is made by or on behalf of the any Relevant Seller to the any Relevant Purchaser under or in respect of any claim for any breach of any provision of this Agreement (including or pursuant to an indemnity under Clause 8.2) or under the Indemnification this Agreement, the payment shallshall be made by way of adjustment of the Consideration paid by the Relevant Purchaser for the particular category of Business Asset, so far as possible, be treated as a reduction in Shares or receivables (if any) to which the Consideration, payment and/or claim relates under this Agreement and the Consideration shall accordingly be (and shall be treated as having been) reduced by the amount of such payment.;

Appears in 1 contract

Samples: Master Business and Share Sale and Purchase Agreement (Sappi LTD)

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