Quantification. 3.1 For the purposes of paragraph 2 the amount of a Liability to Taxation or other liability within paragraph 2 will be determined as follows: (a) the amount of a Liability to Taxation falling within paragraph (k) of the definition of that expression in paragraph 1.1 will be the amount of the actual payment of Taxation which the relevant Group Company is liable to make; (b) the amount of a Liability to Taxation falling within paragraph (l) of the definition of that expression in paragraph 1.1 will be the amount of Taxation saved by the relevant Group Company as a result of the use of the Purchaser's Relief; (c) the amount of a Liability to Taxation falling within paragraph (m) of the definition of that expression in paragraph 1.1 will be: (i) the amount of Taxation which would have been saved by the relevant Group Company but for the loss of the Accounts Relief on the basis of the rates of Taxation current at the date of the loss, assuming for this purpose that the relevant Group Company had sufficient profits or was otherwise in a position actually to use the Accounts Relief; or (ii) if the Accounts Relief lost was a right to a repayment of Taxation, the amount of the repayment of Taxation so lost; and 3.2 the amount of a Liability to Taxation falling within paragraph (n) of the definition of that expression in paragraph 1.1 will be the amount of the actual payment of or in respect of Taxation which the member of the Purchaser's Group is liable to make.
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Quantification. 3.1 For the purposes of paragraph Paragraph 2 the amount of a Liability to Taxation or other liability within paragraph Paragraph 2 will be determined as follows:
(a) 3.1 the amount of a Liability to Taxation falling within paragraph (ka) of the definition of that expression in paragraph Paragraph 1.1 will be the amount of the actual payment of Taxation which the relevant Group Company Member is liable to make;
(b) 3.2 the amount of a Liability to Taxation falling within paragraph (lb) of the definition of that expression in paragraph Paragraph 1.1 will be the amount of Taxation saved by the relevant Group Company Member as a result of the use of the Purchaser's Buyer’s Relief;
(c) 3.3 the amount of a Liability to Taxation falling within paragraph (mc) of the definition of that expression in paragraph Paragraph 1.1 will be:
(i) 3.3.1 the amount of Taxation which would have been saved by the relevant Group Company Member but for the loss of the Accounts Relief on the basis of the rates of Taxation current at the date of the loss, assuming for this purpose that the relevant Group Company Member had sufficient profits or was otherwise in a position actually to use the Accounts Relief; or
(ii) 3.3.2 if the Accounts Relief lost was a right to a repayment of Taxation, the amount of the repayment of Taxation so lost; and;
3.2 3.4 the amount of a Liability to Taxation falling within paragraph (nd) of the definition of that expression in paragraph Paragraph 1.1 will be the amount of the actual payment of or in respect of Taxation which the member of the Purchaser's Buyer’s Group is liable to make; and
3.5 the amount of a liability of any Group Member to make a payment in respect of Taxation will be the amount of the payment in respect of Taxation which the relevant Group Member is liable to make.
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Sources: Share Purchase Agreement