definiens: means that the amount payable ( the ) pursuant to such covenant or indemnity ( as applicable ) shall becalculated in such a manner as will ensure that, after taking into account : ( A ) any Tax required to be deducted or withheld from the Payment ( save to theextent that Parent has not provided a W-8BEN - E when it was entitled to do so, and provision of a W-8BEN - E would have prevented such deduction orwithholding being required ) and any additional amounts required to be paid by the payer of the Payment in consequence of such withholding ; ( B ) theamount and timing of any additional Tax which becomes ( or would become, but for the use of any credit or other relief which would otherwise have beenavailable to reduce the Tax liabilities of any member of the recipient ’s Group ) payable by the recipient of the Payment as a result of the Payment ’s beingchargeable to Tax in the hands of that person ; and ( C ) the amount and timing of any Tax benefit which is obtained by the recipient of the Payment ( or anymember of the recipient ’s Group ) to the extent that such Tax benefit is attributable to the matter giving rise to the obligation to make the Payment or thereceipt of the Payment, the recipient of the Payment is in the same position as that in which it would have been if the matter giving rise to the obligation tomake a Payment under this Section 10.03(l ) had not occurred, provided that if any party to this Agreement shall have assigned or novated the benefit ofthis Agreement in whole or in part or shall, after the date of this Agreement, have changed its Tax residence or the permanent establishment to which therights under this Agreement are allocated then no Payment to that party shall be increased by reason of the operation of clauses ( A ) through ( C)(inclusive ) to any greater extent than would have been the case had no such assignment, novation or change taken place