Common use of Corresponding Benefit Clause in Contracts

Corresponding Benefit. 9.1 If any member of the Purchaser’s Group receives or will receive a Relief, which it would not have received but for the circumstances giving rise to a Warranty Claim or Tax Claim, then the Purchaser shall procure that details of the Relief are given to the Seller as soon as practicable, and: 9.1.1 the Purchaser shall, and shall procure that the relevant member of the Purchaser’s Group shall, use commercially reasonable endeavours, including also, for the purpose of this provision, reasonable endeavours customarily taken in tax disputes, to realise a Tax Benefit as soon as reasonably practicable; 9.1.2 the Tax Benefit so realised in respect of the Relief shall first reduce the Seller’s payment obligation under any Warranty Claim or Tax Claim; 9.1.3 to the extent there is any excess, the amount of Tax Benefit so realised and not set off under paragraph 9.1.2 above shall be paid to the Seller within ten (10) Business Days of realising the Tax Benefit. 9.2 Upon a written request from the Seller, the Purchaser shall ensure that the relevant EDS Entity’s auditors certify the amount of any Relief or Tax Benefit under paragraph 9.1. 9.3 Where any such certification as is mentioned in paragraph 9.2 above has been made, the Seller or the Purchaser or the EDS Entity may request the auditors of the EDS Entity for the time being at the expense of the party so making the request to review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification and to certify whether such certification remains correct or whether in the light of those circumstances the amount that was the subject of such certification should be amended. 9.4 If the auditors certify under paragraph 9.3 above that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of paragraph 9.1 as the Tax Benefit in respect of the certification in question in place of the amount originally certified.