definiens: means that the amount payable pursuant to the indemnity ( the ) shall be calculated in sucha manner as will ensure that, after taking into account : ( i ) any Tax required to be deducted or withheld from the Payment and any additional amountsrequired to be paid by the payer of the Payment in consequence of such withholding ; 29 ( ii ) the amount and timing of any additional Tax which becomes ( or would, but for the use of anycredit or other relief which would otherwise have been available to reduce the Tax liabilities ofany member of the Seller ’s Group ( or a member of the Purchaser ’s Group, as the case maybe ), have become ) payable by the recipient of the Payment ( or a member of the Seller’sGroup or the Purchaser ’s Group, as the case may be ) as a result of the Payments beingsubject to Tax in the hands of that person ; and ( iii ) the amount and timing of any Tax benefit which is obtained by the recipient of the Payment(or a member of the Seller ’s Group or the Purchaser ’s Group, as the case may be ) to theextent that such Tax benefit is attributable to the matter giving rise to the indemnity paymentor to the receipt of the Payment, which amount and timing is to be determined by the auditors of the recipient at the shared expense ofboth relevant parties and is to be certified as such to the party making the Payment, the recipient ofthe Payment is in no better and no worse after Tax position as that in which it would have been if thematter giving rise to the indemnity payment had not occurred, provided that if either party to thisAgreement shall have assigned or novated the benefit of this Agreement in whole or in part or shall, after the date of this Agreement, have changed its Tax residence or the permanent establishment towhich the rights under this Agreement are allocated then no Payment to that party shall be increasedby reason of the operation of paragraphs ( i ) to ( iii ) above to any greater extent than would have beenthe case had no such assignment, novation or change taken place