definiens: means that the amount payable pursuant to th e indemnity ( the ) shall be calculated in such a manner as will ensure that, after taking int o account : ( i ) any Tax required to be deducted or withheld from th e Payment and any additional amounts required to be paid by the payer of the Payment in consequence of such withholding ; ( ii ) the amount and timing of any additional Tax which b ecomes ( or would, but for the use of any credit or other relief which would otherwise have b een available to reduce the Tax liabilities of any member of the Seller ’s Group, have become ) paya ble by the recipient of the Payment ( or a member of the Seller ’s Group or the Purchaser ’s Gro up, as the case may be ) as a result of the Payment being subject to Tax in the hands of that p erson ; and ( iii ) the amount and timing of any Tax benefit which is o btained by the recipient of the Payment ( or a member of the Seller ’s Group or the Purchaser ’s G roup, as the case may be ) to the extent that such Tax benefit is attributable to the matter givi ng rise to the indemnity payment or to the receipt of the Payment, which amount and timing is to be determined by the auditors of the recipient at the shared expense of both relevant parties and is to be certified as suc h to the party making the Payment, the recipient of the Payment ( together with the members of the Seller ’s Group or the Purchaser ’s Group, as relevant ) is in no better and no worse after Tax position as that i n which it would have been if the matter giving ris e to the indemnity payment had not occurred, provided th at if either party to this Agreement shall have transferred ( whether by legal or equitable assignme nt, declaration of trust, novation or otherwise ) th e benefit of this Agreement in whole or in part or sh all, after the date of this Agreement, have changed its Tax residence or the permanent establishment to whi ch the rights under this Agreement are allocated then no Payment to that party shall be increased by reason of the operation of paragraphs ( i ) to ( iii ) above to any greater extent than would have b een the case had no such transfer or change taken place