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 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 any such agreement, the payment shall be deemed to reduce the consideration 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 more than one 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 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 category of Business or Company, it shall be allocated rateably to the 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.

Reduction of Consideration. 3.3.1 3.2.1 If any payment is made by any Seller the Sellers 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 such agreementagreement entered into under this Agreement), the payment shall shall, to the extent possible, be deemed treated as an adjustment 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 3.2.2 If: (i) the payment and/or claim relates to the shares in more than one Business or 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 relevant Business or Company 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 category part of Business or Companythe Shares, it shall be allocated rateably to all the Business and each Company 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. 3.2.3 For the purposes of this Clause 3.2, “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 or any Relevant Purchaser Purchasers 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 any such agreementagreement or the Tax Indemnity, the payment shall be deemed to reduce made by way of adjustment of the consideration paid by the relevant 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 3.2.2 If: (i) the payment and/or claim relates to the shares in more than one Business or 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 relevant Business or Company 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 category of Business or shares in any Group Company, it shall be allocated rateably to all the Business and each Company 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.

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 such agreementagreement entered into under this Agreement), the payment shall be deemed to reduce made by way of adjustment of 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 Business or 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 relevant Business or Company 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 category of Business or shares in any Group Company, it shall be allocated rateably to all the Business and each Company 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.