Common use of Recovery from Third Parties Clause in Contracts

Recovery from Third Parties. 11.1 If 11.1.1 the Seller makes a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sum.

Recovery from Third Parties. 11.1 If 11.1.1 the Seller makes a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 9.1 If, before the Seller pays any amount in respect of any Warranty Claim, Tax Covenant Claim under or Reorganisation Indemnity Claim where the liability of the Sellers exceeds or may exceed the liability cap of one euro (€ 1) provided for in paragraph 3.2 of this AgreementPart 1 of Schedule 6, the Buyer or any EDS Entity member of the Buyer’s Group recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance set-off or otherwise) from a third party (other than under the W&I Policy) a sum which indemnifies or compensates the Buyer or any member of the Buyer’s Group (in whole or in part) in respect of the loss or liability which is the subject matter of the Warranty Claim, Tax Covenant Claim or Reorganisation Indemnity Claim, the Buyer shall take all reasonable steps to enforce the recovery against the third party and any actual recovery (less all costs and expenses actually and properly incurred by the Buyer or the relevant Group Company in recovering such sum and any and all Taxation payable by the Buyer or the relevant Group Company (or that would have been payable but for the availability of any Relief) by virtue of its receipt) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery (but the foregoing shall not restrict the Buyer’s ability to pursue its Warranty Claim, Tax Covenant Claim or Reorganisation Indemnity Claim against the Sellers). 9.2 If the Sellers have paid an amount in discharge of any Tax Covenant Claim, Warranty Claim or Reorganisation Indemnity Claim in excess of the liability of one euro (€ 1) provided for in paragraph 3.2 of this Part 1 of Schedule 6 and a Buyer or any member of the Buyer’s Group is entitled to recover or subsequently recovers (whether by payment, discount, credit, relief, set-off or otherwise) from a third party a sum which indemnifies or compensates the Buyer or any relevant member of the PurchaserBuyer’s Group (in whole or in part) in respect of the Loss loss or Liability liability which is the subject matter of the Warranty Claim, Tax Covenant Claim or Reorganisation Indemnity Claim, the Purchaser Buyer shall take all reasonable steps to enforce such recovery and shall, or shall procure thatthat the relevant member of the Buyer’s Group shall, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim pay to the extent of such recovery, provided that Sellers as soon as practicable after receipt an amount equal to the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of lesser of: (a) any sum recovered thereunderfrom the third party; and (b) the amount previously paid by the relevant Seller(s) to the Buyer, together with any in each case, less all costs and expenses actually and properly incurred by the Buyer or expenses incurred the relevant Group Company in recovering such sumsum and any and all Taxation payable by the Buyer or the relevant Group Company (or that would have been payable but for the availability of any Relief) by virtue of its receipt.

Recovery from Third Parties. 11.1 If(a) The Parties intend that any Liability subject to indemnification or reimbursement pursuant to this Agreement shall be net of: 11.1.1 (i) Insurance Proceeds that actually reduce the Seller makes a payment amount of, or are paid to the applicable Indemnitee in respect of a Warranty Claim of, such Liability; and/or (ii) Third Party Proceeds. (b) Accordingly, the amount that either Party (an Indemnifying Party) is required to pay to any Person entitled to indemnification or reimbursement pursuant to this Agreement (an Indemnitee) shall be reduced by the Purchaser (the “Damages Payment”); 11.1.2 any member Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Purchaser’s Group recovers Indemnitee from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it Third Party in respect of the Loss which is the subject matter to that Warranty Claim related Liability. (the “c) If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an Indemnity Payment) and subsequently receives Insurance Proceeds or Third Party Sum”); 11.1.3 the receipt Proceeds in respect of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”Liability, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay Indemnitee shall pay to the Seller Indemnifying Party an amount equal to the lower excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if such Insurance Proceeds or Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (id) An insurer that would otherwise be obligated to pay any claim shall not be relieved of the Excess Recovery responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of the indemnification provisions hereof, it being expressly understood and agreed that no insurer or any other Third Party shall be entitled to a “wind-fall” (iii.e., a benefit it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the Damages Payment, after deducting indemnification provisions of this Agreement. (in either casee) all additional Tax Each Indemnitee shall use Commercially Reasonable Efforts to seek to collect or recover any Insurance Proceeds and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity Proceeds to which such Indemnitee is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together connection with any costs Liability for which such Indemnitee intends to seek indemnification; provided, however, that such Indemnitee’s inability to collect or expenses incurred in recovering recover any such sumInsurance Proceeds or Third Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

Recovery from Third Parties. 11.1 If 11.1.1 the Seller makes a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 a) The Parties intend that any member of the Purchaser’s Group recovers from a third party (including Liability subject to indemnification or reimbursement pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”);this Agreement shall be net of: 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) Insurance Proceeds that actually reduce the Excess Recovery and amount of, or are paid to the applicable Indemnitee in respect of, such Liability; and/or (ii) the Damages Paymentother amounts recovered from any Third Party, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member net of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering the collection or litigation thereof and net of any Taxes resulting from the receipt thereof, that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such sumLiability (Third Party Proceeds). (b) Accordingly, the amount that an Indemnifying Party is required to pay to any Person entitled to indemnification or reimbursement pursuant to this Agreement (an Indemnitee shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee from a Third Party in respect of the related Liability. (c) If an Indemnitee receives an Indemnity Payment and subsequently receives Insurance Proceeds or Third Party Proceeds in respect of such Liability, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if such Insurance Proceeds or Third Party Proceeds had been received, realised or recovered before the Indemnity Payment was made. (d) An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of the indemnification provisions hereof, it being expressly understood and agreed that no insurer or any other Third Party shall be entitled to a “wind-fall” (i.e., a benefit it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions of this Agreement. (e) Subject, and without prejudice, to Clause 18 (Insurance), each Indemnitee shall use Commercially Reasonable Efforts to seek to collect or recover any Insurance Proceeds and any Third Party Proceeds to which such Indemnitee is entitled in connection with any Liability for which such Indemnitee intends to make an Indemnity Claim, prior to making an Indemnity Claim; provided, however, that: (i) such Indemnitee’s inability to collect or recover any such Insurance Proceeds or Third Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder; and (ii) an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any actions to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Recovery from Third Parties. 11.1 If 11.1.1 7.1 Where the Seller makes has paid or is liable to pay an amount in full discharge of a payment liability under paragraph 2 of this Schedule 5 in respect of any Liability for Taxation and any Target Company or the Purchaser is or becomes entitled to recover from some other person (not being a Taxation Authority (save in respect of a Warranty Claim by Tax refund (including a refund of withholding taxes)), the Purchaser (the “Damages Payment”); 11.1.2 Purchaser, any member of Target Company or any other company within the Purchaser’s Group recovers from a third party (including pursuant to Tax Group), any insurance policy) any sum in cash or in kind which compensates it amount in respect of such Liability for Taxation, the Loss which is Purchaser shall or procure that the subject matter to that Warranty Claim relevant Target Company shall: (a) notify the “Third Party Sum”); 11.1.3 the receipt Seller of that Third Party Sum was not taken into account in calculating the Damages Paymentits entitlement as soon as reasonably practicable; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount (b) if required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal and, subject to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before Target Company being indemnified by the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with that amount and any costs or and expenses reasonably incurred in recovering such sumthat amount, take or procure that the relevant Target Company takes all commercially reasonable steps to enforce that recovery against the person in question (keeping the Seller reasonably informed of the progress of any action taken) provided that the Purchaser shall not be required to take any action pursuant to this paragraph 7.1 of this Schedule 5, which, in the Purchaser’s reasonable opinion, is likely to harm its or the relevant Target Company’s commercial, business or employment relationship (potential or actual) with that or any other person. 7.2 If the Purchaser or any Target Company recovers from any relevant person any amount referred to in paragraph 7.1 of this Schedule 5, the Purchaser shall account to the Seller for the lesser of: (a) any amount so recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of that amount and any costs and expenses reasonably incurred in recovering that amount (save to the extent that amount has already been made good by the Seller under any indemnity given pursuant to paragraph 7.1(b) of this Schedule 5; and (b) the amount paid by the Seller under paragraph 2 of this Schedule 5 in respect of the Liability for Taxation in question.

Recovery from Third Parties. 11.1 If: 11.1.1 the Seller (a) VIP makes a payment in respect of a Warranty HET Claim by the Purchaser (other than a Tax Gross Up Claim) (the “amount of such payment, to the extent it does not comprise interest on a late payment, being the VIP Damages Payment”); 11.1.2 (b) within 12 months of the making of such payment any Group Company or HET or another member of the Purchaser’s HET Group recovers receives any sum or Relief, other than from a third party (including pursuant to any insurance policy) any sum in cash Group Company, HET or in kind which compensates it in respect another member of the Loss HET Group, which is would not have been received but for the subject matter or circumstance giving rise to that Warranty the relevant HET Claim (the “VIP Third Party Sum”); 11.1.3 (c) the receipt of that the VIP Third Party Sum was not taken into account in calculating the VIP Damages Payment; and 11.1.4 (d) the aggregate of the VIP Third Party Sum (or, 50% of the VIP Third Party Sum if such payment was received by a Group Company) and the VIP Damages Payment exceeds the amount required to compensate the Purchaser HET in full for the Loss matter or Liability circumstance which gave rise to the Warranty relevant HET Claim in question, (such excess being the “VIP Excess Recovery”), then the Purchaser subject to paragraph 11.2, HET shall, promptly on as soon as practicable following receipt of the VIP Third Party Sum by any member of it or the Purchaser’s GroupGroup Company concerned, repay pay to the Seller VIP an amount equal to the lower of (i) the VIP Excess Recovery and (ii) the VIP Damages Payment, after deducting (in either case) all additional Tax and any reasonable costs incurred by the Purchaser HET or the relevant other member of the Purchaser’s HET Group (or 50% of costs incurred by any Group Company) in recovering that the VIP Third Party SumSum and any and all Taxation payable by HET or any Group Company or the other member of the HET Group by virtue of its receipt. 11.2 IfWhere the person concerned receives a Relief as referred to in clause 11.1(b), a payment shall not be made to VIP before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum date on which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt would have been payable but for the Relief would have become recoverable by the appropriate Taxation Authority (taking account of any sum recovered thereunder, together with any costs other Reliefs available or expenses incurred in recovering such sumthat would otherwise have been available).

Recovery from Third Parties. 11.1 If6.1 Where the Company or the Buyer (or any other member of the Buyer’s Group) is or maybe entitled to recover a Benefit from a third party which is referable to a fact, matter, event or circumstance giving rise to a Claim (a “Third Party Claim”), the Buyer shall (or, as appropriate, shall procure that the Company or other member of the Buyer’s Group shall): 11.1.1 6.1.1 give written notice to the Seller makes a payment in Warrantors of the matter or Benefit and thereafter shall regularly consult with the Warrantors with respect to the matter; 6.1.2 before seeking to recover any amount from the Warrantors under this Agreement first use reasonable endeavours (whether by way of a Warranty claim against its insurers or otherwise and including but without limitation proceedings or otherwise as the Warrantors may reasonably require) to enforce a Third Party Claim by the Purchaser (the “Damages Payment”)or recover a Benefit; 11.1.2 6.1.3 take such action and institute such proceedings, and give such information and assistance, as the Warrantors may reasonably request to enforce against any person (other than the Warrantors) the rights of any member of the PurchaserBuyer’s Group in relation to any Third Party Claim provided that the Warrantors shall indemnify each member of the Buyer’s Group for all reasonable costs and expenses properly incurred as a result of any request or nomination by the Warrantors, in each case except where any such action would or might, in the sole opinion of the Buyer, adversely affect the reputation or goodwill of the relevant member of the Buyer’s Group. 6.2 Where the Company or the Buyer (or any other member of the Buyer’s Group) recovers a Benefit from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter referable to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss a fact, matter, event or Liability which gave circumstance giving rise to a Claim or obtains a Benefit which is so referable, the Warranty Claim in questionBuyer shall (or, such excess being as appropriate, shall procure that the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any Company or other member of the PurchaserBuyer’s Group, repay Group shall pay to the Seller Warrantors an amount equal to the lower amount of the Benefit (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and less any costs incurred in recovering or obtaining such Benefit and any tax actually suffered thereon) to the extent that such amount does not exceed the aggregate amounts set off by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount Buyer pursuant to Clause 19 in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim all Claims. Any amount not so paid to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group Warrantors shall be carried forward and the EDS Entities set off against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sumfuture Claims.

Recovery from Third Parties. 11.1 If 11.1.1 (a) If the Seller makes Buyer or an Acquired Entity recovers or is entitled to recover from any other person (not being an Acquired Entity but including without limitation a Tax Authority) any amount which is referable to a Tax Liability, if and to the extent that the Sellers or ▇▇▇▇▇▇▇ have made a payment under this Agreement in respect of a Warranty Claim that Liability, the Buyer or ▇▇▇▇▇▇▇ will repay to the Seller the lesser of: (i) the sum recovered (less any reasonable costs and expenses properly incurred by the Purchaser (Acquired Entity and/or the “Damages Payment”); 11.1.2 Buyer in recovering that sum and any member Tax payable on the receipt of the Purchaser’s Group recovers from a third party same); and (including pursuant to ii) the amount paid by the Sellers under Section 8.1(a) above less any insurance policyamount paid in respect of costs and expenses under Section 8.1(a)(vi) any sum in cash or in kind which compensates it above in respect of the Loss which is Liability; and to the subject matter extent that the Sellers or ▇▇▇▇▇▇▇ have not already made any payment to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account Buyer in calculating the Damages Payment; and 11.1.4 the aggregate respect of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt Sellers’ or ▇▇▇▇▇▇▇’▇ Liability under Section 8.1(a) in respect of the Third Party Sum that Liability shall be reduced by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower sum recovered net of any Tax on the sum and the reasonable costs and expenses of the Buyer and the Acquired Entity of recovering the same. (ib) If the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser Buyer or the relevant member of the Purchaser’s Group in recovering Acquired Entity becomes aware that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity it is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwiseany amount mentioned in Section 8.6(a) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claimabove, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser Buyer will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim soon as reasonably practicable give notice of that fact to the extent of such recovery, Management Sellers’ Representative and provided that the Seller first indemnifies Sellers or ▇▇▇▇▇▇▇ indemnify the Purchaser’s Group Buyer or the Acquired Entity to the reasonable satisfaction of the Buyer against all reasonable costs and the EDS Entities against any Tax that expenses (including additional Tax) which may be suffered on receipt of any sum recovered thereunderincurred thereby, together with any costs the Buyer shall procure that the Acquired Entity shall take such action as the Sellers or expenses incurred in recovering ▇▇▇▇▇▇▇ may reasonably request to effect such sumrecovery.

Recovery from Third Parties. 11.1 If 11.1.1 6.1 Where the Seller makes Warrantors have paid an amount in discharge of a payment liability under paragraph 2 in respect of any Liability for Taxation (which for the purposes of this paragraph 6 shall include a Warranty Claim by liability under paragraph 2.1.4) and the Purchaser (the “Damages Payment”); 11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required Company or any Subsidiary is or becomes entitled to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess recover from some other person not being the “Excess Recovery”Company or a Subsidiary, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreementsuch Liability for Taxation (a Third Party Entitlement), any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance the Purchaser shall or otherwise) from a third party a sum which indemnifies shall procure that the Company or compensates any the relevant member Subsidiary shall: 6.1.1 notify the Warrantors of the Third Party Entitlement as soon as reasonably practicable and in any event within 20 Business Days; and 6.1.2 if required by the Warrantors and at the cost of the Warrantors and subject to the Company, the relevant Subsidiary or the Purchaser being indemnified by the Warrantors against any losses, liabilities, costs, damages and expenses incurred in recovering that amount, take or procure that the Company or the relevant Subsidiary takes such actions as the Warrantors may reasonably request in writing to enforce the Third Party Entitlement (keeping the Warrantors fully informed of the progress of any action taken). 6.2 If the Purchaser’s Group , the Company or a Subsidiary recovers any Third Party Entitlement, the Purchaser shall account to the Warrantors for the lesser of: 6.2.1 any amount recovered less any Tax suffered in respect of that amount and any costs and expenses properly and reasonably incurred in recovering that amount (in whole or in part) save to the extent that that amount has already been made good by the Warrantors under paragraph 6.1.2); and 6.2.2 the amount paid by the Warrantors under paragraph 2 in respect of the Loss Liability for Taxation in question; or Liability which is if at the subject matter date of recovery no payment has yet been made by the Warrantors in respect of the Warranty ClaimLiability for Taxation in question, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim give credit to the extent of such recovery, provided that Warrantors in the Seller first indemnifies net amount referred to in the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sumparagraph 6.2.1 above.

Recovery from Third Parties. 11.1 9.1 If 11.1.1 the Seller makes a payment , in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 any Separation Claim, an Indemnified Party or any member of the PurchaserIndemnified Party’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance set-off or otherwise) from a third party a sum which indemnifies or compensates the Indemnified Party or any relevant member of the PurchaserIndemnified Party’s Group (in whole or in part) in respect of the Loss loss or Liability liability which is the subject matter of the Warranty Separation Claim, the Purchaser Indemnified Party shall procure that, before take all reasonable steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce the recovery against the third party and any actual recovery shall reduce or satisfy, as applicablethe case may be, such Warranty Claim claim to the extent of such recoveryrecovery (but the foregoing shall not restrict the Indemnified Party’s ability to pursue its Separation Claim against the Indemnifying Party). 9.2 If the Indemnified Party has paid an amount in discharge of any Separation Claim and the Indemnified Party or any member of the Indemnified Party’s Group is entitled to recover or subsequently recovers (whether by payment, provided discount, credit, relief, set-off or otherwise) from a third party a sum which indemnifies or compensates the Indemnified Party or any member of the Indemnified Party’s Group (in whole or in part) in respect of the loss or liability which is the subject matter of the Separation Claim, the Buyer shall take all reasonable steps to enforce such recovery and shall, or shall procure that the Seller first indemnifies relevant member of the PurchaserIndemnified Party’s Group and shall, pay to the EDS Entities against any Tax that may be suffered on Indemnifying Party as soon as practicable after receipt of an amount equal to the lesser of: (a) any sum recovered thereunderfrom the third party; and (b) the amount previously paid by the Indemnifying Party to the Indemnified Party, together with any in each case, less all costs and expenses actually and properly incurred by the Indemnified Party or expenses incurred the relevant member of the Indemnified Party’s Group in recovering such sumsum and any and all Taxation arising on the Indemnified Party or the relevant member of the Indemnified Party’s Group by virtue of its receipt.

Recovery from Third Parties. 11.1 8.1 If, before the indemnifying party pays any amount in respect of any pending Claim or Third Party Claim (other than a Tax Claim) under this Agreement, the indemnified party has actually recovered cash payments from a Third Party which indemnify or compensate the indemnified party (in whole or in part) in respect of the Damages which are the subject matter of such Claim or Third Party Claim, the indemnified party shall give prompt notice of such fact to the indemnifying party and such notice shall set forth the net amount of the proceeds of such payment (after taking into account any applicable Taxes, costs, fees and expenses, including any deductibles, increases in the future premiums and retro-premium adjustments incurred in connection with the receipt of such payment) actually received by the indemnifying party and, upon delivery of such notice, the indemnification obligations of the applicable indemnifying party hereunder in respect of such Claim or Third Party Claim, as applicable, shall be reduced to the extent of the net proceeds of such payment set forth in such notice. Except to the extent required by applicable Law, no indemnified party shall be required to file or participate in any Actions or expend any amounts to collect any such payment from any Person or to maintain any insurance policies or any minimum coverage thereunder. 11.1.1 the Seller 8.2 If: 8.2.1 an indemnifying party makes a payment in respect of a Warranty Claim or Third Party Claim by the Purchaser an indemnified party (the “"Damages Payment”)") before the indemnified party has actually recovered a cash payment from a Third Party a sum which indemnifies or compensates the indemnified party (in whole or in part) in respect of the Damages which are the subject matter of such Claim or Third Party Claim; 11.1.2 any member 8.2.2 within 12 (twelve) months after the indemnified party's receipt of such payment by the Purchaser’s Group recovers indemnifying party in respect of such Claim or Third Party Claim, the indemnified party actually receives a cash payment from a third party which compensates the indemnified party (including pursuant to any insurance policy) any sum in cash whole or in kind which compensates it part) in respect of the Loss Damages which is are the subject matter to that Warranty of such Claim or Third Party Claim (such cash payment amount, net of all Taxes, fees, costs and expenses, including any deductibles, increases in the “future premiums and retro-premium adjustments incurred in connection with the receipt of such payment, the "Third Party Sum”"); 11.1.3 8.2.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 8.2.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser indemnified party in full for the Loss or Liability Damages which gave rise to the Warranty Claim or Third Party Claim in question, question (such excess being the “"Excess Recovery”"), then the Purchaser indemnified party shall, promptly on receipt of the Third Party Sum by any member of it or the Purchaser’s Grouprelevant Group Company, repay to the Seller indemnifying party an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sum.

Recovery from Third Parties. 11.1 If 11.1.1 7.1 If the Seller makes Buyer or any Target Group Company is entitled to recover from some other person (other than a payment member of the Buyer’s Group) any sum in respect of any matter or event which gives rise to a General Warranty Claim, the Buyer will (or will procure that the relevant Target Group Company will), if so required by the Individual Sellers’ Representative or the Institutional Sellers, take all commercially reasonable steps to recover that sum from that other person, and any sum recovered will reduce the amount of such General Warranty Claim by and claim under the Purchaser Tax Warranties after deduction of all reasonable costs, charges and expenses of recovery (including Taxation) provided that the “Damages Payment”); 11.1.2 Buyer shall not be bound to take or procure the taking of any action in relation such recovery where such action will have or is reasonably likely to have a material adverse impact on the legitimate business interests of any member of the PurchaserBuyer’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash Group. For the avoidance of doubt, the Buyer can exercise its rights or remedies against the Sellers under or in kind which compensates it in respect of the Loss which is the subject matter to that connection with any General Warranty Claim (before, after or concurrently with pursuing any claim or right to recover from any other person. 7.2 If the “Third Party Sum”); 11.1.3 Sellers pay the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum Buyer or any Target Group Company a sum to settle or discharge a General Warranty Claim and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss Buyer or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Target Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (Company subsequently recovers whether by payment, discount, credit, relief, insurance relief or otherwise) otherwise from a any third party (including any Taxation Authority (as defined in Schedule 7) or any insurer of any Target Group where the premium for the applicable insurance policy was paid for by a Target Group Company prior to Closing) a sum which indemnifies is referable to the matter giving rise to the General Warranty Claim then if and to the extent that the aggregate of: 7.2.1 the amount paid by the Sellers to the Buyer to settle or compensates discharge the General Warranty Claim; and 7.2.2 the amount subsequently recovered less any relevant member reasonable costs, charges and expenses (including Taxation) incurred in recovering the same (the “Recovery Amount”), exceeds the amount of the Purchaser’s Group (in whole or in part) loss suffered by the Buyer in respect of the Loss or Liability which is the subject matter of the such General Warranty Claim, the Purchaser shall Buyer will (or will procure that, before steps are taken against that the Seller, relevant Target Group Company will) as soon as reasonably practicable repay to the Purchaser will make reasonable efforts to enforce recovery against Sellers the third party and any actual recovery shall reduce lesser of: 7.2.3 such excess; and 7.2.4 so much of the amount paid by the Sellers in settlement or satisfy, as applicable, such discharge of that General Warranty Claim to as does not exceed the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sumRecovery Amount.

Recovery from Third Parties. 11.1 If: 11.1.1 the Seller (a) HET makes a payment in respect of a Warranty VIP Claim by the Purchaser (other than a Tax Gross Up Claim) (the “amount of such payment, to the extent it does not comprise interest on a late payment, being the HET Damages Payment”); 11.1.2 (b) within 12 months of the making of such payment any Group Company or VIP or another member of the Purchaser’s VIP Group recovers receives any sum or Relief, other than from a third party (including pursuant to any insurance policy) any sum in cash Group Company, VIP or in kind which compensates it in respect another member of the Loss VIP Group, which is would not have been received but for the subject matter or circumstance giving rise to that Warranty the relevant VIP Claim (the “HET Third Party Sum”); 11.1.3 (c) the receipt of that the HET Third Party Sum was not taken into account in calculating the HET Damages Payment; and 11.1.4 (d) the aggregate of the HET Third Party Sum (or, 50% of the HET Third Party Sum if such payment was received by a Group Company) and the HET Damages Payment exceeds the amount required to compensate the Purchaser VIP in full for the Loss matter or Liability circumstance which gave rise to the Warranty relevant VIP Claim in question, (such excess being the “HET Excess Recovery”), then the Purchaser subject to paragraph 11.2, VIP shall, promptly on as soon as practicable following receipt of the HET Third Party Sum by any member of it or the Purchaser’s GroupGroup Company concerned, repay pay to the Seller HET an amount equal to the lower of (i) the HET Excess Recovery and (ii) the HET Damages Payment, after deducting (in either case) all additional Tax and any reasonable costs incurred by the Purchaser VIP or the relevant other member of the Purchaser’s VIP Group (or 50% of costs incurred by any Group Company) in recovering that the HET Third Party SumSum and any and all Taxation payable by VIP or any Group Company or the other member of the VIP Group by virtue of its receipt. 11.2 IfWhere the person concerned receives a Relief as referred to in clause 11.1(b), a payment shall not be made to HET before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum date on which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt would have been payable but for the Relief would have become recoverable by the appropriate Taxation Authority (taking account of any sum recovered thereunder, together with any costs other Reliefs available or expenses incurred in recovering such sumthat would otherwise have been available).

Recovery from Third Parties. 11.1 If 11.1.1 the Seller makes (a) Where a payment in respect of a Warranty Claim by the Purchaser Claimant is or becomes entitled (the “Damages Payment”); 11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to whether under any insurance policy) any sum in cash or in kind which compensates it in respect by way of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, reliefset off, insurance counterclaim or otherwise) to recover from a any third party a (including any fiscal or taxation authority or body) any sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss Taxation or Liability any other loss, damage, or liability which is or may be the subject matter of the Warranty a Claim, the Purchaser shall Claimant shall, if so required by the Warrantors and subject to paragraph (b) of this Section 10.6, take or procure that(and, before if the Claimant is the Purchaser, procure the Companies in the Group) to take all such steps are taken against or proceedings as the Seller, the Purchaser will make reasonable efforts Warrantors may reasonably require to enforce recovery against such recovery. (b) All such steps and proceedings shall be taken at the Warrantors' cost and expense and the Claimant shall not be under any obligation to take them or procure them to be taken unless the Warrantors shall have provided indemnities to the reasonable satisfaction of the Claimant in respect of all costs and expenses likely to be incurred. (c) If any such sum as is referred to in Section 10.6(a) shall be recovered by the Claimant from the third party and party, any actual recovery claim by the Claimant in respect of any Taxation or other loss, damage or liability to which the sum relates shall reduce or satisfy, as applicable, such Warranty Claim be limited (without prejudice to any other limitations on the liability of the Warrantors referred to in this Article X) to the extent amount (if any) by which the amount of such recoveryTaxation or other loss, provided that damage or liability exceeds the Seller first indemnifies aggregate of: (i) the Purchaser’s Group sum recovered less all reasonable costs, charges and expenses incurred by the EDS Entities against any Tax that may be suffered on receipt of Claimant in recovering the sum from the third party; and (ii) any sum recovered thereunderor sums previously paid by the Warrantors to the Claimant in respect of such Taxation or other loss, together with any costs damage or expenses incurred in recovering such sumliability.

Recovery from Third Parties. 11.1 If 11.1.1 the Seller makes 10.1 If a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 any member of the Purchaser’s Group recovers is at any time entitled to recover or otherwise claim reimbursement from a third party in respect of any fact, matter, event or circumstance giving rise to (or likely to give rise to) a Claim (including pursuant to under the terms of any insurance policy) any sum or would have been so entitled had the policies of insurance maintained by or on behalf of each Group Company prior to the Effective Time remained in cash force, then no such fact, matter, event or in kind which compensates it in respect of the Loss which is circumstance may be the subject matter to that Warranty of a Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum unless and the Damages Payment exceeds the amount required to compensate until the Purchaser in full for has (or has procured that the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any relevant member of the Purchaser’s GroupGroup has) used reasonable endeavours to make such recovery or pursue such claim. In doing so, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser (or the relevant member of the Purchaser’s Group) must: 10.1.1 keep the Warrantors informed of all material developments; and 10.1.2 allow the Warrantors and their advisers and agents to investigate the right of recovery or reimbursement and consult in good faith with the Warrantors in respect of the conduct of such attempted recovery or reimbursement. 10.2 The liability of the Warrantors in respect of any related Claim will be reduced by the amount so recovered (or which would have been recoverable had such policies been maintained) less all Taxes and reasonable out of pocket expenses incurred by the Purchaser’s Group in recovering that Third Party Sumsum. 11.2 If, before 10.3 If the Seller pays any Warrantors pay to the Purchaser an amount in respect response to a Claim and the Purchaser or any member of any Warranty Claim under this Agreement, any EDS Entity is the Purchaser’s Group subsequently becomes entitled to recover from some person other than a Warrantor any sum (whether by payment, discount, credit, relief, insurance relief or otherwise) from a third party a sum which indemnifies or compensates represents the same loss, the Purchaser undertakes to, and to procure that any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claimwill, the Purchaser shall procure that, before take all reasonable steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that and forthwith repay to the Seller first indemnifies Warrantors so much of the amount paid by them to the Purchaser as does not exceed the sum recovered from such other person less all Taxes and reasonable out of pocket expenses incurred by the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such that sum.

Recovery from Third Parties. 11.1 If 11.1.1 (i) Subject to and save as provided in paragraph 2(B) of Part B of Schedule 6, where the Seller makes Purchaser, a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 any member of the Purchaser’s 's Group recovers and/or a Group Company are at any time entitled to recover from a third party (including pursuant to any insurance policy) some other person any sum in cash respect of any matter giving rise to a claim under the Warranties or under the Environmental Undertaking or under any of the other provisions of this Agreement, the Purchaser shall, and shall procure that such Group Company or the relevant member of the Purchaser's Group shall, provided that GEC shall have given the Purchaser such indemnities as the Purchaser may reasonably require in kind which compensates it connection therewith, undertake all reasonable steps to enforce such recovery prior to taking action against GEC (other than to notify GEC of the claim against GEC) and, in the event that the Purchaser or such Group Company or relevant member of the Purchaser's Group recover any amount from such other person, the amount of the claim against GEC shall be reduced by the amount recovered, less all reasonable costs, charges and expenses incurred by the Purchaser or such Group Company or relevant member of the Purchaser's Group recovering that sum from such other person or if that sum is greater, the claim shall be extinguished. (ii) If GEC pays at any time to the Purchaser or the relevant member of the Purchaser's Group an amount pursuant to a claim in respect of the Loss which is Warranties or under the subject matter to that Warranty Claim (Environmental Undertaking or under any other provisions of this Agreement and the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate Purchaser or relevant member of the Third Party Sum and the Damages Payment exceeds the amount required Purchaser's Group subsequently becomes entitled to compensate the Purchaser recover from some other person any sum in full for the Loss or Liability which gave respect of any matter giving rise to the Warranty Claim in questionsuch claim, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of and shall procure that or the Third Party Sum by any relevant member of the Purchaser’s Group's Group shall, provided that GEC shall have given the Purchaser such indemnities as the Purchaser may reasonably require in connection therewith, take all reasonable steps to enforce such recovery, and shall forthwith repay to GEC so much of the Seller an amount equal paid by GEC to the lower Purchaser or the relevant member of the Purchaser's Group as does not exceed the sum recovered from such other person less all reasonable costs, charges and expenses incurred by the Purchaser or relevant member of the Purchaser's Group recovering that sum from such other person; and (iiii) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and If any costs incurred amount is repaid to GEC by the Purchaser or the relevant member of the Purchaser’s 's Group in recovering that Third Party Sum. 11.2 Ifpursuant to sub-paragraph (D)(ii) above, before an amount equal to the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled so repaid shall be deemed never to recover (whether have been paid by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, GEC to the Purchaser shall procure that, before steps are taken against for the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent purposes of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sumparagraph 3.1.

Recovery from Third Parties. 11.1 Where the Sellers have paid to the Purchaser or any member of the Purchaser’s Group an amount pursuant to a Warranty Claim and the Purchaser or any Group Company is at any time entitled to recover from some other person any sum in respect of any matter giving rise to a claim under the Warranties, the Purchaser or the Group Company shall take all reasonable steps to enforce such recovery and, in the event that the Purchaser or the Group Company shall recover any amount from such other person, the amount of the claim against the Sellers shall be reduced or extinguished by the amount so recovered. 11.2 If 11.1.1 , subject to paragraphs 10 and 11, the Seller makes Sellers make a payment in respect of a Warranty Claim by and any Group Company or the Purchaser (the “Damages Payment”); 11.1.2 receives any member of the Purchaser’s Group recovers sum from a third party (including pursuant which would not have been received but for the matter or circumstance giving rise to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that relevant Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum which was not taken into account in calculating the Damages Payment; and 11.1.4 payment by the Sellers and the aggregate of the Third Party Sum third party sum and the Damages Payment payment by the Sellers exceeds the amount required to compensate the Purchaser or the Group Company concerned in full for the Loss matter or Liability circumstance which gave rise to the relevant Warranty Claim in question, (such excess being the “Excess Recovery”), then the Purchaser shall, promptly on following receipt of the Third Party Sum third party sum by any member of it or the Purchaser’s GroupGroup Company concerned, repay to the Seller Sellers an amount equal to the lower of (ia) the Excess Recovery and (iib) the Damages Paymentpayment by the Sellers, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s any Group Company in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party sum and any actual recovery shall reduce and all Taxation payable by the Purchaser or satisfyany Group Company by virtue of its receipt. Company name: NBS Nordic Broadband Services AB (publ) Registered number: 556536 1598 Registered office: Millenniumhuset, as applicableS▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, such Warranty Claim to the extent ▇▇▇▇▇▇ Place of such recoveryincorporation: Stockholm Date of statutory meeting: 3 October 1996 Date of registration: 3 January 1997 Directors: R▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ A▇▇▇▇ ▇▇▇▇▇▇▇ Tuijten Ulf Kennet J▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ E▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Accounting reference date: 0101-1231 Auditors: KPMG Bohlins AB Represented by C▇▇▇ ▇▇▇▇▇▇ Rune Jacobsson Issued capital: SEK 22,700,000, provided that the Seller first indemnifies the Purchaser’s Group comprising 22,115,983 Series A shares of a quota value SEK 1 each and the EDS Entities against any Tax that may be suffered on receipt 584,017 Series B shares of any sum recovered thereundera quota value SEK 1 each UPC Scandinavia Holding B.V. 11,057,992 292,008 UPC HoldCo VI B.V. 11,057,991 292,009 Company name: UPC Sverige AB Registered number: 556497 8210 Registered office: Millenniumhuset, together with any costs or expenses incurred in recovering such sum.S▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Place of incorporation: Stockholm Date of statutory meeting: 1 November 1994 Date of registration: 6 December 1994 Directors: Nils G▇▇▇▇ ▇▇▇▇▇ (employee representative) Anders Y▇▇▇▇ ▇▇▇▇▇▇▇▇ (employee representative) R▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ A▇▇▇▇ ▇▇▇▇▇▇▇ Tuijten Ulf Kennet J▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ E▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Accounting reference date: 0101-1231 Auditors: KPMG Bohlins AB Represented by C▇▇▇ ▇▇▇▇▇▇ Rune Jacobsson Issued capital: SEK 50,000,000 NBS Nordic Broadband Services AB (publ) 50,000,000 Company name: UPC Digital AB Registered number: 556308 7534 Registered office: P.▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Place of incorporation: Stockholm Date of statutory meeting: 7 October 1987 Date of registration: 14 October 1987 Directors: Ulf K▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ A▇▇▇▇▇ ▇▇▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇▇ B▇▇▇▇▇ ▇▇▇▇▇▇▇ Accounting reference date: 0101-1231 Auditors: KPMG Bohlins AB Represented by C▇▇▇ ▇▇▇▇▇▇ Rune Jacobsson Issued capital: SEK 100,000 UPC Sverige AB 1,000

Recovery from Third Parties. 11.1 If 11.1.1 8.1 If on or before the Seller makes a payment in respect of a Warranty Claim by Second Payment Date, the Purchaser Company or the Buyer recovers or becomes aware that it is entitled to recover from any third party (including any Taxation Authority but excluding the “Damages Payment”); 11.1.2 Company and any employee or customer thereof and excluding any member of the PurchaserBuyer’s Group recovers from a third party (including pursuant to any insurance policyGroup) any amount which is referable to a Liability to Taxation in respect of which the Principal Shareholders have made payment under paragraph 3.1, the Buyer shall as soon as reasonably practicable give notice of that fact to the Managers’ Representative and shall take or procure that the Company takes (at the Principal Shareholders' cost (excluding internal management costs) and expense and provided that the Principal Shareholders indemnify the Buyer and the Company to the reasonable satisfaction of the Buyer against all costs and expenses which may be incurred thereby (for the avoidance of doubt such indemnity being without recourse to the Escrow Account)) any action necessary to effect such recovery which the Managers’ Representative may reasonably request in writing, and the Buyer shall within 5 Business Days of recovering such sum repay to the Escrow Account (where such repayment shall be held in cash or in kind which compensates it accordance with the provisions of clause 11), or, if recovery is made after the Second Payment Date, to the Managers’ Representative for the account of the Principal Shareholders, the lesser of: 8.1.1 the amount so recovered; and 8.1.2 the amount paid by the Principal Shareholders under paragraph 3.1 in respect of the Loss which is Liability to Taxation in question less any part of such amount previously repaid to the subject matter Escrow Account or to that Warranty Claim (the “Third Party Sum”); 11.1.3 Managers’ Representative for the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum Principal Shareholders under any provision of this schedule or elsewhere under this agreement or otherwise howsoever, and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller less an amount equal to the lower any Taxation which arises in consequence of (i) the Excess Recovery such recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and less any costs and expenses (which have not already been satisfied under this paragraph 8.1) suffered or incurred by the Purchaser Buyer or the relevant member of the Purchaser’s Group Company in recovering that Third Party Sumsuch amount. 11.2 If, before the Seller pays any amount in respect 8.2 The provisions of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser paragraph 8.1 shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party not apply where and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies recovery in question relates to the Purchaser’s Group and Exit Bonus Relief or the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sumVAT Relief.

Recovery from Third Parties. 11.1 If 11.1.1 the Seller makes a payment in respect of a Warranty Claim (a) The Parties intend that any Liability subject to indemnification or reimbursement pursuant to this Agreement shall be reduced by the Purchaser (the “Damages Payment”);amount of: 11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) Insurance Proceeds that actually reduce the Excess Recovery and amount of, or are paid to the applicable Indemnitee in respect of, such Liability; and/or (ii) the Damages Payment, after deducting (in either case) all additional Tax and amounts recovered from any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 Ifother than Insurance Proceeds, before the Seller pays any amount in respect net of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering the collection or litigation thereof and less the amount of any Taxes resulting from the receipt thereof, that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such sumLiability (Third Party Proceeds). (b) Accordingly, the amount that an Indemnifying Party is required to pay to an Indemnitee shall be reduced by any Insurance Proceeds or Third Party Proceeds recovered by or on behalf of the Indemnitee from a Third Party in respect of the related Liability. (c) If an Indemnitee receives an Indemnity Payment and subsequently receives Insurance Proceeds or Third Party Proceeds in respect of such Liability, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the amount of the Indemnity Payment received minus the amount of the Indemnity Payment that would have been due if such Insurance Proceeds or Third Party Proceeds had been received, realized or recovered (and so deducted from the Indemnity Payment) before the Indemnity Payment was made. (d) An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect (e) Subject, and without prejudice, to Clause 17 (Insurance), each Indemnitee shall use Commercially Reasonable Efforts to seek to collect or recover any Insurance Proceeds to which such Indemnitee is entitled in connection with any Liability for which such Indemnitee intends to make an Indemnity Claim; provided, however, that: (i) such Indemnitee’s inability to collect or recover any such Insurance Proceeds shall not limit the Indemnifying Party’s obligations hereunder; (ii) an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any actions to collect or recover Insurance Proceeds; and (iii) an Indemnitee need not attempt to collect any Insurance Proceeds prior to making an Indemnity Claim or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Recovery from Third Parties. 11.1 10.1 If: 11.1.1 (a) the Seller makes a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 (b) at any member time after the making of such payment the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) Company or the Purchaser receives any sum in cash which would not have been received but for the matter or in kind which compensates it in respect of the Loss which is the subject matter circumstance giving rise to that Warranty Claim (the “Third Party Sum”); 11.1.3 (c) the receipt of that the Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 (d) the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss loss or Liability liability which gave rise to the Warranty Claim in question, question (such excess being the “Excess Recovery”), then the Purchaser shall, promptly on following receipt of the Third Party Sum by any member of it or the Purchaser’s GroupGroup Company, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group Company in recovering that the Third Party Sum. 11.2 If10.2 If the Purchaser or the Company is or may be entitled to recover from a person (including any Taxation Authority, before but excluding the Seller pays any amount Seller) a sum in respect of any Warranty Claim under this AgreementClaim, then: (a) the Purchaser or the Company shall give the Seller full details of the entitlement as soon as practicable and in any EDS Entity is entitled event within ten Business Days of the Purchaser or the Company becoming aware of those details; (b) the Purchaser shall at the request of the Seller and at the Seller's expense take all appropriate steps to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member to procure the recovery of the Purchaser’s Group sum, keeping the Seller fully informed of the progress of any action taken; (c) the Purchaser shall as soon as practicable and in whole any event within ten Business Days of recovery of any sum, pay an amount equal to that sum to the Seller including any interest or in part) repayment supplement received on or in respect of the Loss or Liability which is amount payable to the subject matter Seller so far as it does not exceed any payments already made by the Seller in respect of the Warranty Claim, Claim and pay to the Purchaser shall procure that, before steps are taken against Seller any interest or repayment supplement received on or in respect of the amount payable to the Seller; and (d) so far as not paid to the Seller, the Purchaser will make reasonable efforts to enforce recovery amount of the sum recovered (including any interest or repayment supplement) shall be carried forward and set against the third party and any actual recovery shall reduce future payment or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that payments which become due from the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sumunder this agreement.

Recovery from Third Parties. 11.1 If 11.1.1 In the Seller event that an Indemnifying Party makes a payment in under this Article VII to an Indemnified Party with respect of to a Warranty Claim Third Party Claim, the Indemnifying Party shall be entitled (but not be required) to seek contribution or indemnity from any applicable third parties (other than Purchaser Indemnified Parties or Stockholder Indemnified Parties) with respect to the amount paid by the Indemnifying Party to the Indemnified Party; provided, however, that the parties agree and acknowledge that no Purchaser (Indemnified Party shall be required to delay or forego making any indemnification claim hereunder or receiving any Indemnity Escrow Funds or any cash payment directly from the “Damages Payment”); 11.1.2 Company or the Stockholders, and neither the Company nor any member of the Purchaser’s Group recovers Stockholders shall delay or fail to authorize release of Indemnity Escrow Funds to the Purchaser or make any such payment, in each case pending the results of any contribution or indemnity claim. In the event that an Indemnified Party receives a payment under this Article VII from an Indemnifying Party with respect to an indemnification claim and the Indemnified Party subsequently receives a payment from a third party (including pursuant to any an insurance policycarrier) any sum in cash or in kind which compensates it in respect of that is clearly identifiable as being compensation for the Loss which is the subject matter to that Warranty Claim matters underlying such indemnification claim (the a “Third Party SumPayment”); 11.1.3 , then the receipt of that Third Indemnified Party Sum was not taken into account in calculating shall promptly pay to the Damages Payment; and 11.1.4 Indemnifying Party the aggregate lesser of: (a) the amount of the Third Party Sum and the Damages Payment exceeds (less the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs and expenses reasonably incurred by the Purchaser or the relevant member of the Purchaser’s Group Indemnified Party in recovering that connection with obtaining such Third Party Sum. 11.2 IfPayment, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent not already paid by the Indemnifying Party); or (b) the amount paid by the Indemnifying Party to the Indemnified Party with respect to such indemnification claim. The parties agree and acknowledge that this Section 7.8 shall not constitute a release of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities any claims or rights of contribution or indemnity against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sumthe Purchaser Indemnified Parties.

Recovery from Third Parties. 11.1 If 11.1.1 9.7.1 If the Seller makes a payment in respect of a Warranty Claim by has paid or the Purchaser (the “Damages Payment”); 11.1.2 any member requires payment of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower in discharge of any claim for breach of Warranty (iother than a Tax Warranty) the Excess Recovery or Clause 16 (Environmental Indemnity) and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s any Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity Company is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Purchaser or Group Company (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claimclaim, the Purchaser or relevant Group Company shall procure thattake all reasonable steps to recover such amount and where the Seller has paid an amount in discharge of a claim, before steps are taken against pay to the Seller, the Purchaser will make reasonable efforts Seller as soon as practicable after receipt an amount equal to enforce recovery against (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery less any actual Taxation attributable to the recovery after taking account of any Relief (other than a Purchaser's Relief or a Post-Closing Relief) available in respect of any matter giving rise to the claim or if less (ii) the amount previously paid by the Seller to the Purchaser less any Taxation attributable to it. 9.7.2 If the Purchaser or any Group Company has paid or the Seller requires payment of an amount in discharge of any claim for breach of Warranty and the Seller is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Seller (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Seller shall reduce take all reasonable steps to recover such amount and where the Purchaser or satisfyany Group Company has paid an amount in discharge of a claim, pay to the Purchaser or the relevant Group Company shall, as applicable, such Warranty Claim soon as practicable after receipt an amount equal to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of (i) any sum recovered thereunder, together with from the third party less any costs or and expenses incurred in recovering obtaining such sumrecovery less any Taxation attributable to the recovery after taking account of any Tax relief available in respect of any matter giving rise to the claim or if less (ii) the amount previously paid by the Purchaser or any Group Company to the Seller less any Taxation attributable to it.

Recovery from Third Parties. 11.1 23.1 If 11.1.1 the Seller makes a payment , in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 any Separation Claim, an Indemnified Party or any member of the PurchaserIndemnified Party’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance set-off or otherwise) from a third party a sum which indemnifies or compensates the Indemnified Party or any relevant member of the PurchaserIndemnified Party’s Group (in whole or in part) in respect of the Loss loss or Liability liability which is the subject matter of the Warranty Separation Claim, the Purchaser Indemnified Party shall procure that, before take all reasonable steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce the recovery against the third party and any actual recovery shall reduce or satisfy, as applicablethe case may be, such Warranty Claim claim to the extent of such recoveryrecovery (but the foregoing shall not restrict the Indemnified Party’s ability to pursue its Separation Claim against the Indemnifying Party). 23.2 If the Indemnified Party has paid an amount in discharge of any Separation Claim and the Indemnified Party or any member of the Indemnified Party’s Group is entitled to recover or subsequently recovers (whether by payment, provided discount, credit, relief, set-off or otherwise) from a third party a sum which indemnifies or compensates the Indemnified Party or any member of the Indemnified Party’s Group (in whole or in part) in respect of the loss or liability which is the subject matter of the Separation Claim, the Buyer shall take all reasonable steps to enforce such recovery and shall, or shall procure that the Seller first indemnifies relevant member of the PurchaserIndemnified Party’s Group and shall, pay to the EDS Entities against any Tax that may be suffered on Indemnifying Party as soon as practicable after receipt of an amount equal to the lesser of: (a) any sum recovered thereunderfrom the third party; and (b) the amount previously paid by the Indemnifying Party to the Indemnified Party, together with any in each case, less all costs and expenses actually and properly incurred by the Indemnified Party or expenses incurred the relevant member of the Indemnified Party’s Group in recovering such sumsum and any and all Taxation arising on the Indemnified Party or the relevant member of the Indemnified Party’s Group by virtue of its receipt.

Recovery from Third Parties. 11.1 If 11.1.1 13.1 If the Seller makes a payment Buyer or any Group Member is entitled to recover from some other person (including its insurers) any sum in respect of any matter or event which could give rise to a Fundamental Warranty Claim or Warranty Claim, the Buyer will (or will procure that the relevant Group Member will), subject to being indemnified by the Purchaser Seller in respect of all reasonable costs and expenses (including any increase in premium on ongoing insurance cover) in connection with the “Damages Payment”);attempted recovery, take reasonable steps to recover that sum but that will be without prejudice to the Buyer’s right to bring a Fundamental Warranty Claim or Warranty Claim. 11.1.2 13.2 Any sum recovered by the Buyer or any member of the Purchaser’s Group recovers Member from a third party (including in respect of any matter or event which has given or could give rise to a Fundamental Warranty Claim or Warranty Claim will reduce the amount of such Fundamental Warranty Claim or Warranty Claim after deduction of any taxation and all reasonable costs and expenses of recovery and associated premium increases if not already paid by the Seller pursuant to any insurance policy) any sum the indemnity in cash Paragraph 13.1. 13.3 Without prejudice to the Buyer’s obligations under Paragraph 13.1, if recovery from the third party is delayed until after the Fundamental Warranty Claim or in kind which compensates it Warranty Claim has been satisfied by the Seller, the Seller shall be subrogated to all rights that the Buyer has or would otherwise have in respect of the Loss which claim against the third party or, if subrogation is not possible, the subject matter Buyer shall procure that all reasonable steps are taken that the Seller reasonably requires to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, enforce such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, recovery. The Buyer shall repay to the Seller an the amount equal to the lower so recovered (less any reasonable out of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs pocket expenses incurred by the Purchaser Buyer or the relevant member of the Purchaser’s Group Company in recovering that Third Party Sum. 11.2 If, before the Seller pays sum and any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled Tax attributable to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) suffered in respect of the Loss or Liability which is sum recovered), provided that, if the subject matter amount so recovered exceeds the amount of the Fundamental Warranty Claim, the Purchaser shall procure that, before steps are taken against Claim or Warranty Claim satisfied by the Seller, the Purchaser will make reasonable efforts Buyer shall be entitled to enforce recovery against retain the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sumexcess.

Recovery from Third Parties. 11.1 If 11.1.1 8.7.1 The Sellers shall have no obligation to indemnify the Seller makes a payment Purchaser in respect of a Warranty any Claim by the Purchaser (the “Damages Payment”); 11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum if and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by extent the Purchaser or the relevant member Sensor-Nite Group actually receive payment with respect to the Losses arising from such Claim from an insurance policy in force at or after the Completion Date (after deduction for any Tax, cost of collection, deductible, retroactive premium adjustment, reimbursement obligation or other cost or expense directly related thereto) (an “Insurance Payment”). If the Purchaser’s Group in recovering that Third Party Sum. 11.2 If, before Sellers make an indemnification payment to the Seller pays any amount in respect of any Warranty Claim Purchaser for Losses as required under this Agreement, and subsequently the Purchaser or the Sensor-Nite Group receive an Insurance Payment with respect to such Losses, the Purchaser shall pay or procure the payment to the Sellers of (x) if the amount of such indemnification payment is equal to or greater than the amount of the Insurance Payment, the full amount of the Insurance Payment or (y) if the amount of such indemnification payment is lower than the amount of the Insurance Payment, a portion of the Insurance Payment equal to the amount of such indemnification payment. 8.7.2 If the Sellers have paid an amount in discharge of any EDS Entity is entitled to recover (whether by paymentClaim, discount, credit, relief, insurance and the Purchaser or otherwise) any Sensor-Nite Group Company recovers from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Purchaser or Sensor-Nite Group Company (in whole or in part) in respect of for the Loss or Liability same Losses which is are the subject matter of such Claim and that were actually indemnified by the Warranty ClaimSellers, the Purchaser or the relevant Sensor-Nite Group Company shall procure that, before steps are taken against pay to the Seller, Sellers as soon as practicable after receipt of such sum an amount equal to: (i) the Purchaser will make reasonable efforts to enforce recovery against sum recovered from the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent in respect of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with Losses less any costs or and expenses incurred in recovering obtaining such sumrecovery and less any Taxation attributable to the recovery; or (ii) if less, the amount previously paid by the Sellers to the Purchaser less any Taxation attributable to it. 8.7.3 The Purchaser shall not be concerned with the apportionment between the Sellers of any amounts paid pursuant to Clauses 8.7.1 or 8.7.2.

Recovery from Third Parties. 11.1 8.1 If any Group Company is or may be entitled to recover from some other person any loss or damage which gives rise to any Warranty Claim, the Offeror shall or shall procure that the relevant Group Company shall take reasonable steps to enforce that recovery (keeping the Warrantors informed on a timely basis of any action so taken) but without affecting any action which the Officer may wish to bring against the Warrantors, provided that the Offeror shall not be so obliged to the extent that it reasonably considers the same would adversely affect the business, goodwill or reputation of any member of the Offeror’s Group. 8.2 If: 11.1.1 (a) the Seller makes Warrantors make a payment in respect of of, or towards the settlement of, a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 (b) at any member time after the making of such payment any Group Company or the Purchaser’s Group recovers from a third party Offeror receives or procures the receipt (including pursuant to any insurance policyfrom insurers) of any sum in cash or in kind which compensates it in respect of other than from the Loss Warrantors which is the subject matter referable to that Warranty Claim (the “Third Party Sum”); 11.1.3 (c) the receipt of that the Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 (d) the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser Offeror in full for the Loss loss or Liability liability which gave rise to the Warranty Claim in question, question (such excess being the “Excess Recovery”), then the Purchaser Offeror shall, promptly on following receipt of the Third Party Sum by any member of it or the Purchaser’s Grouprelevant Group Company, repay to the Seller Warrantors an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs reasonably incurred by the Purchaser Offeror or the relevant member of the Purchaser’s Group Company in recovering that the Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sum.

Recovery from Third Parties. 11.1 If 11.1.1 9.8.1 If before the Seller makes a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller Sellers pay an amount equal to the lower in discharge of (i) the Excess Recovery and (ii) the Damages Paymentany Claim, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s any Group in recovering that Third Party Sum. 11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity Company recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party Third Party a sum which indemnifies or compensates any the Purchaser or the relevant member of the Purchaser’s Group Company (in whole or in part) in respect of the Net Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken to enforce a Claim against the SellerSellers following notification under Article 9 of this Agreement, the Purchaser will make all reasonable efforts steps are taken to enforce such recovery against the third party and any actual recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, as applicablethe case may be, such Warranty Claim to the extent of such recovery. 9.8.2 If the Sellers have paid an amount in discharge of any Claim under this Agreement and the Purchaser or the relevant Group Company is entitled to recover (whether by payment, provided discount, credit, relief, insurance or otherwise) from a Third Party a sum which indemnifies or compensates the Purchaser or the relevant Group Company (in whole or in part) in respect of the Net Loss or liability which is the subject matter of the Claim, the Financial Sellers’s Representative shall, at its option, (i) decide to be subrogated to all rights that the Seller first indemnifies Purchaser has or would otherwise have in respect of the Purchaserclaim against the Third Party or, if subrogation is not possible, (ii) ask the Purchaser to take all steps as the Financial Sellers’s Representative may reasonably require to enforce such recovery and ask the Purchaser or the relevant Group and Company to pay to the EDS Entities against any Tax that may be suffered on Sellers no later than one month after receipt of the recovered sums an amount equal to any sum recovered thereunder, together with from the Third Party in question less any costs or and expenses incurred in recovering obtaining such sumrecovery less any Tax attributable to the recovery after taking account of any Tax relief available in respect of any matter giving rise to the claim. In the case of a recovery of the sums under the control of the Purchaser referred to in (ii) above, the rights set forth in this Clause 9.8.2 shall survive the expiry of the warranty period of Clause 9.4.

Recovery from Third Parties. 11.1 If 11.1.1 the Seller makes 8.1 Where Nobbs and W▇▇▇▇▇▇▇ have paid an amount in full discharge of a payment liability under paragraph 2 in respect of a Warranty Claim by the Purchaser (the “Damages Payment”); 11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”); 11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and 11.1.4 the aggregate of the Third Party Sum Liability for Taxation and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of Company is or becomes entitled to recover from some other person (not being the Purchaser, the Company or any other company within the Purchaser’s Group in recovering that Third Party Sum. 11.2 IfTax Group), before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or such Liability which is the subject matter of the Warranty Claimfor Taxation, the Purchaser shall or shall procure thatthat the Company shall: (a) notify Nobbs and W▇▇▇▇▇▇▇ of its entitlement as soon as reasonably practicable; and (b) if required by Nobbs and W▇▇▇▇▇▇▇ and, before steps are taken against the Seller, subject to the Purchaser will make reasonable efforts to enforce recovery against or the third party Company being secured and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group indemnified by Nobbs and the EDS Entities W▇▇▇▇▇▇▇ against any Tax that may be suffered on receipt of any sum recovered thereunder, together with that amount and any costs or and expenses incurred in recovering such sumthat amount, take or procure that the Company takes all reasonable steps to enforce that recovery against the person in question (keeping Nobbs and W▇▇▇▇▇▇▇, reasonably informed of the progress of any action taken), provided that the Purchaser shall not be required to take any action pursuant to this paragraph 8.1 (other than an action against: (i) a Taxation Authority; or (ii) a person who has given Tax advice to the Company on or before Closing), which, in the Purchaser’s reasonable opinion, is likely to harm its, the Company’s commercial relationship (potential or actual) with that or any other person. 8.2 If the Purchaser or the Company recovers any amount referred to in paragraph 8.1, the Purchaser shall account to Nobbs and W▇▇▇▇▇▇▇ for the lesser of: (a) any amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of that amount and any costs and expenses incurred in recovering that amount (save to the extent that amount has already been made good by Nobbs and W▇▇▇▇▇▇▇ under paragraph 8.1(b)); and (b) the amount paid by Nobbs and W▇▇▇▇▇▇▇ under paragraph 2 in respect of the Liability for Taxation in question.