Common use of Reduction of Consideration Clause in Contracts

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. 3.3.1 If any payment is made by any Seller to the Purchaser or any Relevant Purchaser in respect of any claim for any breach of this Agreement or any Local Transfer Document or the Tax Indemnity or pursuant to an indemnity under this Agreement (or any agreement entered into under this Agreement)such agreement, the payment shall be made by way of adjustment of deemed to reduce the consideration paid by the Purchaser for the particular Shares or Business Assets (if any) 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 Business or 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 relevant Business or Company 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 category of Business or Company, it shall be allocated rateably to all the Shares Business and each Company 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. 3.3.1 3.2.1 If any payment is made by any Seller the Sellers 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 shall, to the extent possible, be made by way of treated as an adjustment of to 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 3.2.2 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 Companypart of the Shares, it shall be allocated rateably to all the Shares shares in the Group Companies 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 3.2.3 For the purposes of this Clause 3.33.2, “this Agreement” includes the Tax Deed of Covenant.

Reduction of Consideration. 3.3.1 3.2.1 If any payment is made by any the Seller to either of the Purchaser Purchasers in respect of any claim for any breach of this Agreement or pursuant to an indemnity under this Agreement (any such agreement or any agreement entered into under this Agreement)the Tax Indemnity, the payment shall be made by way of adjustment of the consideration paid by the relevant 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 3.2.2 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 3.1.23.1.1; 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 3.1.23.1.1, 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.