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(b) If prior to the Effective Date, any dividend or other distribution is declared or paid by Abbey Protection (save for (i) any dividend declared before the Effective Date by any wholly-owned subsidiary of Abbey Protection to Abbey Protection or any of Abbey Protection's wholly-owned subsidiaries and (ii) the Interim Dividend (if applicable)), Markel reserves the right (without prejudice to any right of Markel, with the consent of the Panel, to invoke Condition 1.3.5(b) above) to reduce, with the consent of the Panel, the consideration payable under the Acquisition in respect of an Abbey Protection Share by the aggregate amount of such dividend or distribution (excluding any associated tax credit).
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