Common use of Reduction of Consideration Clause in Contracts

Reduction of Consideration. If, between the execution of this Agreement and Closing, any breach of any of the Warranties becomes apparent, occurs or threatens to occur as a result of an act of the Seller or the Companies as referred to in Article 6.2 or otherwise, the Seller shall immediately notify the Purchaser thereof, such notification to refer to the relevant Warranty and to include a complete and non-misleading statement of the true situation. In such event, the Purchaser may, without prejudice to any other rights and claims arising out of this Agreement or otherwise, reduce the Total Consideration by the amount which, if such breach had become apparent after Closing, the Seller would have had to pay to the Purchaser under Article 7, provided however that the Total Consideration cannot become a negative amount. If, at the sole discretion of the Seller, the reduction of the Total Consideration is overcharged, the Seller shall have the option to terminate this Agreement. In such event, the Parties will enter into good faith negotiations on the reduction of the Total Consideration. If Seller following the aforementioned negotiations nonetheless wishes to terminate this Agreement pursuant to this Article 6.3, Article 4.5 shall apply mutatis mutandis.

Reduction of Consideration. If, between the execution of this Agreement and Closing, any breach of any of the Warranties guarantees set forth in the Agreement, becomes apparent, occurs or threatens to occur as a result of an act of the Seller or the Companies as referred to in Article 6.2 5.2 or otherwise, the Seller or the Guarantor shall immediately notify the Purchaser thereof, such notification to refer to the relevant Warranty guarantee and to include a complete and non-misleading statement of the true situation. In such event, the Purchaser may, without prejudice to any other rights and claims arising out of this Agreement or otherwise, reduce the Total Consideration by the amount which, if such breach had become apparent after Closing, the Seller and /or Guarantor would have had to pay to the Purchaser under Article 75, provided however that the Total Consideration cannot become a negative amount. If, at the sole discretion of the SellerSellers and the Guarantor, the reduction of the Total Consideration is overcharged, the Seller Sellers and the Guarantor shall have the option to terminate this Agreement. In such event, the Parties will enter into good faith negotiations on the reduction of the Total Consideration. If Seller Sellers and the Guarantor following the aforementioned negotiations nonetheless wishes wish to terminate this Agreement pursuant to this Article 6.35.3, Article 4.5 4.4 shall apply mutatis mutandis.