Common use of Corresponding Benefit Clause in Contracts

Corresponding Benefit. 5.1 If a member of the Purchaser's Group realises or is deemed to realise a benefit or saving which it would not have received or made but for the circumstances giving rise to a claim under this Schedule, or if a member of the Purchaser's Group has obtained or reasonably can or will obtain a corresponding adjustment as a result of a transfer pricing adjustment applied to a Group Company pursuant to transfer pricing legislation (or its equivalent), then: (a) the Purchaser shall procure that full details of the benefit or saving are given to the Sellers as soon as practicable and in any event within ten (10) Business Days of receipt of the benefit or saving in question; and (b) the liability of the Sellers under paragraph 2 shall be reduced with an amount equal to the amount of the benefit or saving that should be realised by the Group Companies over time, which amount is equal to the Net Present Value. 5.2 If a member of the Purchaser's Group is entitled to receive a benefit or make a saving, as referred to in paragraph 5.1 of this Schedule, it shall make reasonable endeavours to obtain any such benefit or make such saving within a reasonable time. 5.3 If a member of the Purchaser's Tax Group is or may be entitled to receive from any Tax Authority a repayment or credit in respect of Tax relating to any period ended on or before Accounts Date then: (a) the Purchaser shall give the Sellers full details of the entitlement as soon as practicable and in any event within ten (10) Business Days of the relevant member of the Purchaser's Group becoming aware of the entitlement arising; (b) any member of the Purchaser's Tax Group shall at the request of the Sellers take all appropriate steps to procure that the repayment or credit shall be obtained, keeping the Sellers fully informed of the progress of any action taken; and (c) an amount equal to the repayment or credit (including any repayment supplement or interest) received by a member of the Purchaser's Tax shall reduce any current or future liabilities of the Sellers under paragraph 2.

Corresponding Benefit. 5.1 If 6.1 If, as a member result of any Taxation Liability which has given rise to a payment by the Purchaser's Group realises Warrantors under this Tax Deed, the Company (or is deemed any successor to realise all or any part of its business) or the Purchaser receives a benefit repayment of Tax (a “benefit”) or saving receives a relief which reduces the Company’s liability to make an actual payment of Tax (a “saving”) which it would not have received or made but for the circumstances giving rise to a claim under this Schedule, or if a member of the Purchaser's Group has obtained or reasonably can or will obtain a corresponding adjustment as a result of a transfer pricing adjustment applied to a Group Company pursuant to transfer pricing legislation (or its equivalent)Tax Deed, then: (a) 6.1.1 the Purchaser shall procure that full details of the benefit or saving are given to the Sellers Warrantors as soon as practicable and in any event within ten (10) Business Days 21 days of receipt of the benefit or saving in question; and; (b) 6.1.2 the liability Purchaser shall procure that, as soon as practicable and in any event within 21 days of the Sellers under paragraph 2 shall be reduced with an amount equal date when the benefit is received or saving in question is made (being the date when Taxation would otherwise have been due to avoid interest or penalties which Taxation is not due by virtue of the saving), any payment already made by the Warrantors in respect of the claim is forthwith repaid to the Warrantors up to the amount of the benefit or saving and that should be realised by the Group Companies over time, which amount is equal any interest or repayment supplement received relating to the Net Present Valuebenefit or saving so far as repaid is also forthwith paid to the Warrantors; and 6.1.3 any amount of the benefit or saving (including any interest or repayment supplement) that is not so paid to the Warrantors shall be carried forward and set off against any future liability of the Warrantors under this Tax Deed. 5.2 6.2 If a member of the Purchaser's Group is entitled to receive a benefit Purchaser or make a saving, as referred to in paragraph 5.1 of this Schedule, it shall make reasonable endeavours to obtain any such benefit or make such saving within a reasonable time. 5.3 If a member of the Purchaser's Tax Group Company is or may be entitled to receive recover from a person (including any Tax Authority Taxation Authority, but excluding the Warrantors) a repayment or credit sum in respect of any claim which gives rise to a liability on the part of the Warrantors under this Tax relating to any period ended on or before Accounts Date Deed, then: (a) 6.2.1 the Purchaser or the Company shall give the Sellers Warrantors full details of the entitlement as soon as practicable and in any event within ten (10) Business Days 21 days of the relevant member of Purchaser or the Purchaser's Group Company becoming aware of the entitlement arisingthose details; (b) any member of 6.2.2 the Purchaser's Tax Group Purchaser shall at the request of the Sellers Warrantors and if the Warrantors indemnify the Purchaser against all reasonable costs and expenses incurred thereby take all appropriate steps to recover or to procure that the repayment or credit shall be obtainedrecovery of the sum, keeping the Sellers Warrantors fully informed of the progress of any action taken; and; 6.2.3 the Purchaser shall as soon as practicable and in any event within 21 days of recovery of any sum, pay the lesser of: (ca) an amount equal to the repayment or credit payment already made by the Warrantors in respect of the relevant claim; and (b) an amount equal to the sum received (including any interest or repayment supplement received on or interest) received in respect of that sum and less all reasonable costs, charges and expenses incurred by a member of the Purchaser's Tax shall reduce any current Company or future liabilities of the Sellers under paragraph 2Purchaser in obtaining such sum (save to the extent already reimbursed by the Warrantors).