Common use of Reduction of the Purchase Price Clause in Contracts

Reduction of the Purchase Price. 3.4.1 If any payment is made by the Relevant Sellers to the Relevant Purchasers in respect of any claim for any breach of this Agreement or any Local Transfer Document or pursuant to an indemnity under this Agreement, the payment shall be made by way of adjustment of the consideration paid by the Relevant Purchasers for the particular category of Business Asset or Shares (if any) to which the payment and/or claim relates under this Agreement and the Purchase Price shall be deemed to be reduced by the amount of such payment. 3.4.2 If: (i) the payment and/or claim relates to more than one category of Business Asset or Shares, 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 Assets or Shares by reference to the proportions in which the Purchase Price is allocated in accordance with Clause 3.2; or (ii) the payment and/or claim relates to no particular category of Business Asset or Shares, it shall be allocated rateably to all Business Assets and Shares by reference to the proportions in which the Purchase Price is allocated in accordance with Clause 3.2, and in each case the Purchase Price shall be deemed to have been reduced by the amount of such payment.

Reduction of the Purchase Price. 3.4.1 3.6.1 If any payment is made by the Relevant Sellers any Business Seller to the Relevant Purchasers Purchaser in respect of any claim for any breach of this Agreement or any Local Transfer Transaction Document or pursuant to a Seller Warranty or an indemnity or guarantee under this Agreementa Transaction Document or under the adjustments to the Purchase Price under ***Material has been omitted pursuant to a request for confidential treatment and has been filed separately. Clauses 3.2, 8.2 and 8.3, the payment shall shall, to the extent possible, be made by way of adjustment of the consideration paid by the Relevant Purchasers Purchaser for the particular category of Business Asset or Shares (if any) to which the payment and/or claim relates under this Agreement the relevant Transaction Document and the Purchase Price shall be deemed to be reduced by the amount of such payment. 3.4.2 3.6.2 If: (i) the payment and/or claim relates to more than one category of Business Asset or SharesAsset, 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 Assets or Shares by reference to the proportions in which the Purchase Price is allocated in accordance with Clause 3.2Schedule 9; or (ii) the payment and/or claim relates to no particular category of Business Asset or SharesAsset, it shall be allocated rateably to all Business Assets and Shares by reference to the proportions in which the Purchase Price is allocated in accordance with Clause 3.2Schedule 9, and in each case the Purchase Price shall be deemed to have been reduced by the amount of such payment.

Reduction of the Purchase Price. 3.4.1 If any payment is to be made by the Relevant Sellers to the Relevant Purchasers in respect of any claim for any breach of this Agreement or any Local Transfer Document or pursuant to an indemnity under this Agreement, the payment shall be made by way of adjustment of the consideration paid by the Relevant Purchasers for the particular category of Business Asset or Shares (if any) to which the payment and/or claim relates under this Agreement and the Purchase Price shall be deemed to be reduced by the amount of such payment. 3.4.2 If: (i) the payment and/or claim relates to more than one category of Business Asset or Shares, 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 Assets or Shares by reference to the proportions in which the Purchase Price is allocated in accordance with Clause 3.2; or (ii) the payment and/or claim relates to no particular category of Business Asset or Shares, it shall be allocated rateably to all Business Assets and Shares by reference to the proportions in which the Purchase Price is allocated in accordance with Clause 3.2, and in each case the Purchase Price shall be deemed to have been reduced by the amount of such payment.

Reduction of the Purchase Price. 3.4.1 3.6.1 If any payment is made by the Relevant Sellers any Business Seller to the Relevant Purchasers Purchaser in respect of any claim for any breach of this Agreement or any Local Transfer Transaction Document or pursuant to a Seller Warranty or an indemnity or guarantee under this Agreementa Transaction Document or under the adjustments to the Purchase Price under Clauses 3.2, 8.2 and 8.3, the payment shall shall, to the extent possible, be made by way of adjustment of the consideration paid by the Relevant Purchasers Purchaser for the particular category of Business Asset or Shares (if any) to which the payment and/or claim relates under this Agreement the relevant Transaction Document and the Purchase Price shall be deemed to be reduced by the amount of such payment. *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. 3.4.2 3.6.2 If: (i) the payment and/or claim relates to more than one category of Business Asset or SharesAsset, 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 Assets or Shares by reference to the proportions in which the Purchase Price is allocated in accordance with Clause 3.2Schedule 9; or (ii) the payment and/or claim relates to no particular category of Business Asset or SharesAsset, it shall be allocated rateably to all Business Assets and Shares by reference to the proportions in which the Purchase Price is allocated in accordance with Clause 3.2Schedule 9, and in each case the Purchase Price shall be deemed to have been reduced by the amount of such payment.

Reduction of the Purchase Price. 3.4.1 If any payment is made by the any Relevant Sellers Seller to the any Relevant Purchasers Purchaser in respect of any claim for any breach of this Agreement or any Local Transfer Document or pursuant to an indemnity under this AgreementAgreement or the Tax Indemnity, the payment shall be made by way of adjustment of the consideration paid by the Relevant Purchasers Purchaser for the particular category of Business Asset or Shares (if any) to which the payment and/or claim relates under this Agreement Agreement, provided always that such consideration shall not be reduced to a negative amount, and to the extent that it would be so reduced, the relevant payment shall be allocated rateably to the relevant Business Assets and/or Shares by reference to the proportions in which the Purchase Price is allocated to them in accordance with Schedule 8, and in each case the Purchase Price shall be deemed to be reduced by the amount of such payment. 3.4.2 If: (i) the payment and/or claim relates to more than one category of Business Asset or Shares, 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 Assets or Shares by reference to the proportions in which the Purchase Price is allocated in accordance with Clause 3.2Schedule 8; or (ii) the payment and/or claim relates to no particular category of Business Asset or Shares, it shall be allocated rateably to all Business Assets and Shares by reference to the proportions in which the Purchase Price is allocated in accordance with Clause 3.2Schedule 8, and in each case the Purchase Price shall be deemed to have been reduced by the amount of such payment.