Common use of Recovery from Third Parties Clause in Contracts

Recovery from Third Parties. 7.1 If, in respect of any matter which gives rise to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim), the Purchaser or any member of the Purchaser Group recovers from any other person (including an insurer), the amount of the Claim shall be reduced by the amount so recovered (less all reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid). 7.2 If any member of the Seller Group pays at any time to any member of the Purchaser Group an amount pursuant to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim) and any member of the Purchaser Group subsequently recovers from some other person any sum in respect of any matter giving rise to such Claim, (A) any remaining outstanding amount of the Claim shall be reduced by the sum recovered (including interest, if any, and deducting reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving such recovery, repay to such member of the Seller Group the lesser of (i) the amount paid by such member of the Seller Group to the relevant member of the Purchaser Group in respect of such Claim and (ii) any balance of the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claim). 7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim. 7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, the amount so repaid shall be deemed to have never been paid by such member of the Seller Group.

Recovery from Third Parties. 7.1 IfIf the Purchaser or any Group Company is legally entitled to recover from some other Person (including, for example, any insurer) any sum which is directly referable to any Claim against the Seller and the Purchaser or any Group Company has actually recovered any amount from such other person before the Seller pays to the Purchaser an amount in respect of such Claim against the Seller, the amount payable by the Seller in respect of such Claim against the Seller shall be pro tanto reduced by the actual amount of the aforesaid recovery (less any costs and expenses incurred in relation to and/or in connection with such recovery and less any Tax attributable to such recovery). If the Purchaser receives from the Seller an amount in respect of any matter which gives rise to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim), and the Purchaser or any member of the Purchaser Group recovers Company subsequently becomes legally entitled to recover from any some other person (including an including, for example, any insurer)) any sum which is directly referable to such Claim, then the Purchaser shall pay to the Seller any sum it or any Group Company has actually received from such other Person to the extent that the aggregate of the sum received from the Seller and the sum received from such other person exceeds the aggregate of (i) the amount of the Claim shall be reduced Losses suffered by the amount so recovered Purchaser and/or any Group Company with respect to such Claim; and (less all reasonable costs, charges ii) any costs and expenses incurred by the Purchaser and/or any Group Company in relation to and/or in connection with the obtaining of recovery from the Seller and/or such other person and any member of Tax attributable to any such recovery, provided however that the sum to be paid by the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid). 7.2 If any member of to the Seller Group pays at any time under this paragraph (b) shall in no event exceed the amount already paid by the Seller to any member of the Purchaser Group an amount pursuant to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim) and any member of the Purchaser Group subsequently recovers from some other person any sum in with respect of any matter giving rise to such Claim, (A) any remaining outstanding amount of the Claim shall be reduced by the sum recovered (including interest, if any, and deducting reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving such recovery, repay to such member of the Seller Group the lesser of (i) the amount paid by such member of the Seller Group to the relevant member of the Purchaser Group in respect of such Claim and (ii) any balance of the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claim). 7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim. 7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, the amount so repaid shall be deemed to have never been paid by such member of the Seller Group.

Recovery from Third Parties. 7.1 If, 4.1 If any Warrantor has paid the Buyer an amount in full in respect of any matter which gives rise to a Claim claim under paragraph 2 (which for Covenant by the purposes Warrantors) of this paragraph shall not include Schedule 6 or for breach of the Tax Warranties and the Company or the Buyer: 4.1.1 is or becomes, within seven years from Completion, entitled to receive a Tax Covenant Claim)payment or obtain a credit or set-off from any person (other than the Buyer, the Purchaser Company or any a member of the Purchaser Buyer’s Group or an officer or employee of any of them, but including a Tax Authority) in respect of the payment received from the Warrantor or the liability giving rise to such payment; or 4.1.2 has (whether by operation of law, contract or otherwise), within seven years of Completion, a right of reimbursement against any person (other than the Buyer, the Company or a member of the Buyer’s Group or an officer or employee of any of them, but including a Tax Authority) in respect of the payment received from the Warrantor or the liability giving rise to such payment, the Buyer shall, or shall procure that the Company shall, notify the Warrantors in writing as soon as reasonably practicable. 4.2 Following the notification under paragraph 4.1 of this Schedule 6, if requested by the Warrantors, the Buyer shall take, or procure that the Company shall take, all reasonable steps to enforce the right to reimbursement or to obtain a repayment of Tax or set-off or credit and shall keep the Warrantors fully informed of any progress, provided that: 4.2.1 the Buyer is not required to take action which in its reasonable opinion, is likely to have an adverse effect on the business of the Company or the Buyer; and 4.2.2 the Warrantors indemnify and, if requested, secure the Buyer and the Company against all reasonable costs and expenses properly incurred in obtaining that amount together with any additional Tax Liability which may be incurred by either of them as a result of any action being taken pursuant to this paragraph 4. 4.3 If the Buyer or the Company receives any repayment or recovers from a third party any other person (including amount referred to in Paragraph 4.1 of this Schedule 6, then to the extent that the amount is not taken into account in compiling the Accounts, the Buyer shall pay to the relevant Warrantor(s) an insurer), amount equal to the lesser of: 4.3.1 the amount of the Claim shall be reduced any payment, credit or set-off received or sum recovered (including any related interest or related repayment supplements) by the amount so recovered (Company under this paragraph 4 less all any reasonable costs, charges and costs and/or expenses incurred by the Purchaser and Buyer or the Company in obtaining the amount from the third party (save to the extent any member of amount has already been made good by the Purchaser Group in recovering such amount and including, where that recovery is Warrantors under a policy of insurance, the excess paid). 7.2 If any member of the Seller Group pays at any time to any member of the Purchaser Group an amount pursuant to a Claim (which for the purposes paragraph 4.2.2 of this paragraph shall not include a Tax Covenant ClaimSchedule 6) and less any member of the Purchaser Group subsequently recovers from some other person any sum amount in respect of any matter giving rise to such Claim, (A) any remaining outstanding amount Tax suffered in respect of the Claim shall be reduced by the sum recovered (including interest, if any, and deducting reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving such recovery, repay to such member of the Seller Group the lesser of (i) amount; and 4.3.2 the amount paid by such member of the Seller Group to the relevant member Warrantor(s) under paragraph 2 (Covenant by the Warrantors) of this Schedule 6 or the Purchaser Group in respect of such Claim and (ii) any balance of the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claim)Tax Warranties. 7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim. 7.4 If any 4.4 Any amount is repaid to a member of the Seller Group recovered in accordance with paragraph 4.2 of this Schedule 6 and not paid to the Warrantors under paragraph 4.3 of this Schedule 6 shall be carried forward and set off against any future payment due from the Warrantors under this Schedule 6. 4.5 Where the Buyer is liable to make any payment under this paragraph 74, the amount so repaid due date for the making of that payment shall be deemed be: 4.5.1 ten Business Days following the receipt, reimbursement or recovery in question by the Buyer or the Company; or 4.5.2 in the case where the Buyer or the Company obtains a Relief, the date on which Tax would have become due to have never been the appropriate Tax Authority but for the use of such Relief; or 4.5.3 in a case where an excess is carried forward and paid by such member in accordance with paragraph 4.4 of this Schedule 6, the Seller Groupdate the Warrantors’ payment under this Schedule 6 or the Tax Warranties (against which the excess is set off) is made.

Recovery from Third Parties. 7.1 If, 9.1 If the Covenantors pay an amount in respect of any matter which gives rise to a Claim (which for the purposes Tax under clause 3 of this paragraph shall not include Deed or under the Agreement in respect of a breach of a Tax Covenant ClaimWarranty (and, where applicable, payment has been made or satisfied in accordance with the Waterfall Payment Mechanism in Schedule 6 to the Agreement), and the Purchaser Company is or any member of the Purchaser Group recovers from any other person (including an insurer), the amount of the Claim shall be reduced by the amount so recovered (less all reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid). 7.2 If any member of the Seller Group pays at any time becomes entitled to any member of the Purchaser Group an amount pursuant to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim) and any member of the Purchaser Group subsequently recovers recover from some other person (other than a Member of the Buyer’s Tax Group) any sum in respect of any matter giving rise that Tax, then the Buyer shall: (a) as soon as reasonably practicable notify the Sellers’ Representative of such entitlement and shall, if so requested by the Sellers’ Representative and, subject to the Buyer and the Company being indemnified to their reasonable satisfaction by the Covenantors against all reasonably incurred costs, expenses and additional Tax as a result of enforcing such Claimrecovery, procure that the Company takes all reasonable steps to enforce that recovery (A) any remaining outstanding amount keeping the Sellers’ Representative informed of the Claim shall be reduced by progress of any action taken); and (b) account to the Covenantors within five (5) Business Days of recovering any such amount for the whole of any sum so recovered (including interest, if any, and deducting any interest or repayment supplement paid to the Buyer or the Company) less any reasonable costs, charges costs and expenses of recovery (including any Tax which would not have been incurred but for the recovery of that amount) up to an amount not exceeding the amount of any such payment previously made by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving such recovery, repay to such member of the Seller Group the lesser of (i) the amount paid by such member of the Seller Group to the relevant member of the Purchaser Group Covenantors in respect of such Claim and (ii) Tax. 9.2 Nothing in this clause 8 shall require any balance person to take any action which in the opinion of the Recovery Amount not utilized in Buyer (acting reasonably) is likely to have a material adverse effect on the reduction required under (A) (i.e.business or financial reputation, the difference between the Recovery Amount and any remaining outstanding amount interest or goodwill of the Claim). 7.3 The members Buyer or the Company or any Member of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim. 7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, the amount so repaid shall be deemed to have never been paid by such member of the Seller Buyer’s Tax Group.

Recovery from Third Parties. 7.1 If, 1. Where the Purchaser is entitled to recover from any other Person an amount in respect of any matter which gives rise relating to a Non-Tax Warranty Claim (which for the purposes of this paragraph shall not include a Tax Covenant or Indemnity Claim), the Purchaser shall notify the relevant Seller in writing as soon as reasonably practicable and take all steps as the Sellers may reasonably require to enforce recovery of such amount, provided that: (i) the Purchaser shall not be required to take any steps that it reasonably considers may be materially damaging or materially prejudicial to it or any Group Company or any member of the Purchaser's Group; (ii) the Purchaser Group recovers from shall not be required to take any other person steps unless it is indemnified by the Sellers in respect of all reasonable costs and expenses it may incur thereby; and (including an insurer)iii) in respect of such Claim or Indemnity Claim, the amount time periods specified in the proviso to paragraph 4 (Time Limits) above shall be deemed suspended for the duration of the Claim period when the Purchaser is taking any such steps. 1. The Purchaser shall be reduced by keep the Sellers informed of the progress of such recovery and shall provide copies of all relevant correspondence and documentation. Upon recovery of such amount the Purchaser shall: (iv) deduct the full amount so recovered (less all reasonable costs, charges any costs and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid). 7.2 If any member of the Seller Group pays at any time to any member of the Purchaser Group an amount it pursuant to a paragraph (a) above) (the “Recovered Amount”) from the Non-Tax Warranty Claim or Indemnity Claim; and (which for v) repay to the purposes of this paragraph shall not include a Tax Covenant Claim) and any member of Sellers the Purchaser Group subsequently recovers from some other person any sum in respect of any matter giving rise to such Claim, lesser of: (A) any remaining outstanding amount of the Claim shall be reduced amounts previously paid by the sum recovered (including interest, if any, and deducting reasonable costs, charges and expenses incurred by them to the Purchaser and any member in respect of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid) (the “Recovery Amount”) Non-Tax Warranty Claim or Indemnity Claim; and (B) upon receiving such recovery, repay to such member of the Seller Group the lesser of (i) the amount paid by such member of the Seller Group to the relevant member of the Purchaser Group in respect of such Claim and (ii) any balance of the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claim)Recovered Amount. 7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim. 7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, the amount so repaid shall be deemed to have never been paid by such member of the Seller Group.

Recovery from Third Parties. 7.1 If, (A) Where the Purchaser and/or any member of the Purchaser's Group is at any time entitled to recover from some other person any sum in respect of any matter which gives giving rise to a Claim breach of the Warranties or a claim under the Environmental Covenant, the Purchaser shall and shall procure that the relevant member of the Purchaser's Group shall (subject to sub-paragraph (D) below and subject to the Purchaser or the relevant member of the Group being indemnified and secured to its reasonable satisfaction against all losses, costs, expenses and damages which it may thereby incur) undertake such steps as the Seller may reasonably request to enforce such recovery prior to taking action against the Seller (other than to notify the Seller of the claim against the Seller and for this purpose the purposes of this proviso to paragraph shall 4 will not include a Tax Covenant Claimapply to any such notification until such time as the Purchaser has ceased enforcing recovery from such third party), . In the event that the Purchaser or any member of the Purchaser Purchaser's Group recovers shall recover any amount from any such other person (including an insurer)person, the amount of the Claim claim against the Seller shall be reduced by the amount so recovered (less all reasonable costs, charges and after deduction of any expenses incurred by the Purchaser and or any member of the Purchaser Purchaser's Group in recovering such amount amount, and including, where that recovery is under a policy of insurance, the excess paidany applicable Taxation). 7.2 (B) If any member of the Seller Group pays at any time to the Purchaser or any member of the Purchaser Purchaser's Group an amount pursuant to a Claim (which for breach of the purposes of this paragraph shall not include a Tax Warranties or claim under the Environmental Covenant Claim) and the Purchaser or any member of the Purchaser Purchaser's Group subsequently recovers becomes entitled to recover from some other person any sum in respect of any matter giving rise to such Claimclaim, (A) any remaining outstanding amount the Purchaser shall and shall procure that the relevant member of the Claim Purchaser's Group shall be reduced (subject to sub-paragraph (D) below and subject to the Purchaser and the relevant member of the Purchaser's Group being indemnified and secured to its reasonable satisfaction against all losses, costs, expenses and damages which it may thereby incur) undertake such steps as the Seller may reasonably request to enforce such recovery, and upon recovery from such other person shall forthwith repay to the Seller so much of the amount paid by the Seller to the Purchaser or any member of the Purchaser's Group as does not exceed the sum recovered (including interestfrom such other person, if any, and deducting reasonable costs, charges and after deduction of any expenses incurred by the Purchaser and or any member of the Purchaser Purchaser's Group in recovering such amount amount, and including, where that any applicable Taxation. (C) The Purchaser shall keep the Seller informed of any right of recovery is under a policy of insurance, the excess paid) as referred to in sub-paragraphs (the “Recovery Amount”A) and (B) upon receiving such recoveryabove of which it becomes aware and as to the progress of the enforcement thereof. (D) Sub-paragraphs (A) and (B) above shall not require the Purchaser to take, repay permit or omit, or procure the taking, permitting or omission of, any step or action in relation to such any entitlement to recover from a third party where the Purchaser can demonstrate to the Seller (acting reasonably) that it is probable that the taking, permitting or omission of the relevant step or action would have an adverse effect on any trading relationship or the goodwill of a member of the Seller Group or, in relation to any Business, the lesser goodwill of (i) the amount paid by such member of the Seller Group to the relevant member of the Purchaser Group in respect of such Claim and (ii) any balance of Purchaser's Group, which would be material to the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claim)Acquired Business. 7.3 The members (E) Breach of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving this paragraph 6 will give rise to a Claimdamages claim against the Purchaser but will not invalidate the applicable claim for breach of Warranty. 7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, the amount so repaid shall be deemed to have never been paid by such member of the Seller Group.

Recovery from Third Parties. 7.1 If, 11.1 If an Indemnifying Group Company pays an amount to an Indemnified Group Company in respect of any matter which gives rise an Indemnified Tax Liability pursuant to a Claim Clause 6 or pursuant to an Equivalent Provision, and an Indemnified Group Company (which for whether or not the purposes of this paragraph shall not include a Tax Covenant Claim), the Purchaser same Indemnified Group Company) is or any member of the Purchaser Group recovers becomes entitled to recover from any some other person (including an insurer), the amount of the Claim shall be reduced by the amount so recovered (less all reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid). 7.2 If any member of the Seller Group pays at any time to any member of the Purchaser Group an amount pursuant to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant ClaimAuthority but not including another Indemnified Group Company) and any member of the Purchaser Group subsequently recovers from some other person any sum in respect of any matter giving rise to such Claimthe relevant Indemnified Tax Liability including pursuant a mutual agreement procedure or similar determination by a Tax Authority, then the Indemnified Group Company shall: (Ai) any remaining outstanding amount as soon as reasonably practicable, notify the Parent of the Claim Indemnifying Group of such entitlement and shall be reduced take such action (including allowing the Parent of the Indemnifying Group to take conduct of any action) as the Indemnifying Group may reasonably request to enforce that recovery at the expense of the Indemnifying Group, and shall keep the Indemnifying Group informed of the progress of any action taken by the Indemnified Group; and (ii) account to the Relevant Member of the Indemnifying Group or as directed by the Parent of the Indemnifying Group within ten (10) Business Days of recovering any such amount for the whole of any sum so recovered (including interest, if any, and deducting any interest or repayment supplement paid to the Indemnified Group) less any reasonable costs, charges costs and expenses incurred of recovery that have not previously been borne or reimbursed by the Purchaser and any member of the Purchaser Indemnifying Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving such recovery, repay pursuant to such member of the Seller Group the lesser of paragraph (i) above (including any Taxation which would not have been incurred but for the recovery of that amount) up to an amount not exceeding the amount paid of any such payment previously made by such member of the Seller Group to the relevant member of the Purchaser Indemnifying Group in respect of such Claim and (ii) liability, less any balance Taxation which would not have been incurred but for the recovery of that payment. 11.2 If the Parent of the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and Indemnifying Group or any remaining outstanding amount other member of the Claim). 7.3 The members of the Purchaser Indemnifying Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim. 7.4 If any amount is repaid to reasonably considers that a member of the Seller Indemnified Group in accordance with this paragraph 7is or may be entitled to obtain a sum to which Clause 11.1 would apply, the amount so repaid shall be deemed to have never been paid by such member Parent of the Seller GroupIndemnified Group shall procure that the relevant Indemnified Group Company takes such steps as may be reasonably requested by the Parent of the Indemnifying Group (at the cost of that Parent) to obtain the refund (including taking any action pursuant to the mutual agreement procedure provided for in an applicable double taxation convention).

Recovery from Third Parties. 7.1 If, in respect of any matter which gives rise to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim), a) Where the Purchaser or any member of and/or the Purchaser Group recovers from any other person (including an insurer), the amount of the Claim shall be reduced by the amount so recovered (less all reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid). 7.2 If any member of the Seller Group pays Company are at any time entitled to any member of the Purchaser Group an amount pursuant to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim) and any member of the Purchaser Group subsequently recovers recover from some other person (other than an insurer) any sum in respect of any matter giving rise to such Claim, (A) any remaining outstanding amount of the a Warranty Claim shall be reduced by the sum recovered (including interest, if any, and deducting reasonable costs, charges and expenses incurred by the Purchaser and any member the Company shall undertake such steps as are reasonable to enforce such recovery prior to taking action against the Warrantors (other than to notify the Warrantors of the matter giving rise to such Warranty Claim against the Warrantors or otherwise bring a claim within the time limits in paragraph 2(b) of this Schedule 6) and, in the event that the Purchaser Group in recovering or the Company shall recover any amount from such amount and including, where that recovery is under a policy of insuranceother person, the excess paidPurchaser shall not pursue recovery of those amounts from the Warrantors. (b) (If the “Recovery Amount”) Warrantors pay at any time to the Purchaser or the Company an amount in settlement of a Warranty Claim and (B) upon receiving the Purchaser or the Company subsequently become entitled to recover from some other person any sum in respect of the matter giving rise to such claim, the Purchaser or the Company, as the case may be, shall take such steps as are reasonable to enforce such recovery, and in the event that the Purchaser or the Company recovers an amount from such other person which, when added to the amount received from the Warrantors, gives the Purchaser or the Company a recovery in excess of the value of such Warranty Claim, the Purchaser or the Company (as the case may be) shall forthwith repay to such member the Warrantors so much of the Seller Group the lesser of (i) the amount paid by such member of the Seller Group Warrantors to the relevant member Purchaser or the Company as does not exceed the total value of such Warranty Claim less the reasonable costs and expenses and any Taxation incurred or suffered by the Purchaser Group or the Company in respect of such Claim and (ii) any balance of connection with the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claim)recovery. 7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim. 7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, the amount so repaid shall be deemed to have never been paid by such member of the Seller Group.

Recovery from Third Parties. 7.1 If, (i) Where an Indemnitee is entitled to recover from another Person (other than the other Indemnitees or an insurer under a policy carried by the Indemnitees) any sum in respect of any matter which gives giving rise to a Claim claim such Indemnitee shall undertake all reasonable steps for a period of six (which for 6) months to enforce such recovery prior to taking action against the purposes of this paragraph shall not include a Tax Covenant Claim), Indemnitor (other than to notify the Purchaser or any member Indemnitor of the Purchaser Group recovers claim against it) and, in the event that such Indemnitee shall recover any amount from any such other person (including an insurer)Person, the amount of the Claim claim against the Indemnitor shall be reduced by the amount so recovered (less all reasonable costs, charges and expenses incurred by net of expenses). At the Purchaser and any member expiration of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurancesix-month period, the excess paidprovisions of Section 3.5(e)(ii) below shall apply. The three-year limitations on the time for Buyers to make claims under the indemnities contained in Sections 31(d), 3.1(e) and 3.1(g) shall be tolled to the extent that such six-month period exceeds the expiration date of any such limitation. 7.2 (ii) If any member of the Seller Group Indemnitor pays at any time to any member of the Purchaser Group an Indemnitee an amount pursuant to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim) and any member claim in respect of the Purchaser Group indemnities and such Indemnitee subsequently recovers becomes entitled, or has commenced taking steps under Section 3.5(e)(i) above to recover from some another Person (other person than the other Indemnitees) any sum in respect of any matter giving rise to such Claimclaim, (A) any remaining outstanding amount of the Claim such Indemnitee shall be reduced by the sum recovered (including interest, if any, and deducting take all reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving steps to enforce such recovery, and shall forthwith upon the recovery of the same repay to such member the Indemnitor so much of the Seller Group the lesser of (i) the amount paid by such member of the Seller Group Indemnitor to the relevant member Indemnitees as does not exceed the sum recovered from such other Person (net of the Purchaser Group in respect of such Claim and (ii) any balance of the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claimexpenses). 7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim. 7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, the amount so repaid shall be deemed to have never been paid by such member of the Seller Group.

Recovery from Third Parties. 7.1 If, in respect of any matter which gives rise to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim), 9.1 Where the Purchaser or any member of the Purchaser Purchaser's Group recovers is at any time entitled to recover from any some other person (including an insurer), the amount of the Claim shall be reduced by the amount so recovered (less all reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is insurer under a policy of insurance, the excess paid). 7.2 If any member of the Seller Group pays at any time to any member of the Purchaser Group an amount pursuant to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claiminsurance policy) and any member of the Purchaser Group subsequently recovers from some other person any sum in respect of any matter giving or event which gives rise to such Claima claim under the Sellers' Warranties (other than the Tax Warranties), the Purchaser shall (Asubject to being fully indemnified by the Sellers) use reasonable endeavours to recover that sum and any remaining outstanding sum recovered (net of all costs of recovery and any tax payable): (a) will reduce the amount of the Claim claim under the Sellers' Warranties (other than the Tax Warranties); or (b) in the event of the recovery being delayed until after the relevant claim under the Sellers' Warranties (other than the Tax Warranties) has been satisfied (to the extent of the maximum aggregate amount of the Sellers' liability under paragraph 3.3 of this Schedule 9) by the Sellers, shall be reduced by paid to the sum recovered (including interestSellers in the relevant proportions, if any, and deducting reasonable costs, charges and expenses incurred by provided that none of the provisions contained in this paragraph 9 shall oblige the Purchaser and to take any member action if the Purchaser reasonably considers that such action is likely to have a material adverse effect on the business of the Purchaser Group in recovering such amount and or the Purchaser's Group (including, where that recovery is without limitation, any material effect on relationships with customers, suppliers, intermediaries, agents or insurers). 9.2 For the avoidance of doubt, a claim under a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving such recovery, repay to such member of the Seller Group the lesser of (i) the amount paid by such member of the Seller Group to the relevant member of the Purchaser Group Sellers' Warranties in respect of such Claim and (ii) any balance a matter which is also the subject of a recovery claim against some other person pursuant to paragraph 9.1 must be notified to the Recovery Amount not utilized Sellers within the time limit specified in paragraph 2.1(a). However, provided that it has been so notified, the 9 month period in paragraph 2.2 shall, in the reduction required under (A) (i.e.case of such a claim, commence on the difference between date that the Recovery Amount and any remaining outstanding amount of recovery claim against the Claim)other person is finally settled or finally determined. 7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim. 7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, the amount so repaid shall be deemed to have never been paid by such member of the Seller Group.

Recovery from Third Parties. 7.1 If6.1 Subject to paragraph 6.2, in respect of if any matter which gives rise to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim), the Purchaser or any member of the Purchaser Buyer Group recovers from any other person (including an insurer), the amount of the Claim shall be reduced by the amount so recovered (less all reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery Company is under a policy of insurance, the excess paid). 7.2 If any member of the Seller Group pays at any time entitled (whether by reason of a right to any member of the Purchaser Group take legal action, an amount pursuant insurance or payment discount or otherwise) to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim) and any member of the Purchaser Group subsequently recovers recover from some other person any sum in respect of any matter giving rise to a Warranty Claim (whether before or after the Warrantors have made a payment under this Deed), the Buyer shall: (a) promptly notify the Warrantors’ Representative; (b) provide such Claiminformation as the Warrantors’ Representative may require (acting reasonably and subject to the Warrantors’ Representative entering into a confidentiality undertaking on the terms reasonably satisfactory to the Buyer) relating to such right of recovery and the steps taken or to be taken by the Buyer or any Buyer Group Company in connection with it; (c) before being entitled to recover any amount from the Warrantors under this Deed, first take, or procure that the relevant Buyer Group Company takes, all reasonable steps (Awhether by way of a claim against its insurers or otherwise including but without limitation legal proceedings) as the Warrantors may reasonably require to enforce such recovery; and (d) will keep the Warrantors’ Representative fully and promptly informed of the progress of any remaining outstanding action taken, and thereafter the amount of any claim against the Claim shall Warrantor will be reduced (in addition to the other limitations on the liability of the Warrantors contained in this Deed) by the sum recovered Sum Recovered. 6.2 Nothing in this paragraph 6 shall: (including interest, if any, and deducting reasonable costs, charges and expenses incurred by a) require the Purchaser and Buyer or any member of the Purchaser Buyer’s Group to do anything or omit to do anything where such action or omission would, in recovering such amount and including, where that recovery is under a policy the opinion of insurance, the excess paidBuyer (acting reasonably) (be prejudicial in any material respect to the “Recovery Amount”) and (B) upon receiving such recovery, repay to such goodwill of the business of any member of the Seller Group the lesser of Buyer’s Group; (ib) the amount paid by such require any member of the Seller Buyer’s Group to do anything or omit to do anything if the relevant third party claim is a criminal action or proceeding or arises out of criminal, or allegedly criminal, behaviour on the part of any Group Company; or (c) require any member of the Purchaser Buyer’s Group in respect to do anything that would conflict, or be reasonably likely to conflict, with the terms of such an injunction. 6.3 If at any time the Warrantors or any one of them pays an amount pursuant to a Warranty Claim and any Buyer Group Company subsequently becomes entitled to recover from some other person (iiincluding, for the avoidance of doubt, any Tax Authority) any balance of the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claim). 7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group sum in respect of any matter giving rise to a such Warranty Claim, the Buyer shall and shall procure that the relevant Buyer Group Company shall take all necessary steps to enforce such recovery and shall immediately repay to the relevant Warrantor or Warrantors the amount paid by it or them in respect of the Warranty Claim up to the Sum Recovered from such other person. 7.4 If 6.4 For the purposes of this paragraph 6, the expression “Sum Recovered” means an amount equal to the amount recovered from the third party (and for this purpose, in addition to any cash payment, any payment in kind or discount, credit or like benefit obtained shall constitute an amount is repaid to a member recovered) plus any interest in respect of the Seller amount recovered from the third party less all reasonable costs and expenses properly and reasonably incurred by the Buyer or (as the case may be) the relevant Buyer Group Company in accordance with this paragraph 7, recovering the amount so repaid shall be deemed to have never been paid by such member of from the Seller Groupthird party.

Recovery from Third Parties. 7.1 If, in respect of any matter which gives rise to a Claim (which for a) If the purposes of this paragraph shall not include a Tax Covenant Claim)Purchaser, the Purchaser Company or any other member of the Purchaser’s Group has reasonable grounds to recover from some other person (including insurers) (but excluding any member of the Purchaser Group recovers from Seller’s Group) any other person Losses which give rise or may reasonably likely give rise to any claim under the Warranties excluding a claim for breach of the Warranties in paragraph 18 of Schedule 3 (including an insurer)Warranties) and excluding a claim under the Tax Covenant, the amount of Purchaser shall or shall procure that the Claim shall be reduced by Company or the amount so recovered (less all reasonable costs, charges and expenses incurred by the Purchaser and any relevant member of the Purchaser Purchaser’s Group in recovering such amount and including, where shall use all reasonable endeavours to enforce that recovery is under (keeping the Seller informed on a policy timely basis of insurance, the excess paidany action so taken). 7.2 If (b) If, despite any other provision of this Schedule 5, any payment is made by the Seller in or towards the settlement of any claim made under the Warranties excluding a claim for breach of the Warranties in paragraph 18 of Schedule 3 (Warranties) and excluding a claim under the Tax Covenant and the Purchaser or the Company or any other member of the Seller Purchaser’s Group pays at subsequently recovers or procures the recovery from a third party (including insurers) of an amount which is referable to that claim (and, in the event that the Purchaser or the Company or any time to any other member of the Purchaser Purchaser’s Group becomes entitled after payment by the Seller to make recovery from a third party of an amount pursuant which is referable to a Claim (which for that claim, the purposes of this paragraph shall not include a Tax Covenant Claim) and any Purchaser undertakes to procure that the Company or the relevant member of the Purchaser Purchaser’s Group subsequently recovers from some other person any sum in respect of any matter giving rise shall use all reasonable endeavours to such Claim, (Aenforce that recovery) any remaining outstanding amount of the Claim shall be reduced by the sum recovered (including interest, if any, and deducting reasonable costs, charges and expenses incurred by the Purchaser and any shall or shall procure that the Company or the relevant member of the Purchaser Purchaser’s Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving such recovery, shall forthwith repay to such member of the Seller Group an amount equal to whichever is the lesser of of: (i) the amount paid by such member of (including interest (if any)) recovered from the Seller Group to third party less any reasonable costs and expenses incurred in recovering the relevant member of the Purchaser Group in respect of such Claim and same; and (ii) any balance the amount paid by the Seller in or towards settlement of the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claim)claim. 7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim. 7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, the amount so repaid shall be deemed to have never been paid by such member of the Seller Group.

Recovery from Third Parties. 7.1 If, Where the Sellers have made a payment to the Purchaser in respect of relation to any matter which gives rise to a Non-Tax Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim), and the Purchaser or any member of the Purchaser Group recovers from has a right of reimbursement against any other person (including an insurer)in respect of the subject matter of that Non-Tax Claim, the amount Purchaser shall: (a) promptly notify the Sellers of that fact; and (b) provide (or procure that any relevant member of the Claim shall be reduced by Purchaser Group provides) such information as the amount so recovered Sellers may reasonably require; and (less all reasonable costs, charges and expenses incurred by c) take (or procure that any relevant member of the Purchaser and Group shall take) all steps or proceedings as the Sellers may reasonably require to enforce such right, provided that nothing in this paragraph 10 shall oblige the Purchaser to take or to procure that any other member of the Purchaser Group shall take any action or do anything which, in the reasonable opinion of the Purchaser, is likely to have a material adverse impact on the reputation or goodwill of any of the Target Companies or of any member of the Purchaser Group. If the Purchaser or any member of the Purchaser Group in recovering such shall be reimbursed any amount and including, where that recovery is under a policy of insurance, the excess paid). 7.2 If any member of the Seller Group pays at any time to any member of the Purchaser Group an amount pursuant to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim) and any member of the Purchaser Group subsequently recovers from some other person any sum in respect of any the subject matter giving rise to such of that Non-Tax Claim, (A) the Purchaser shall immediately pay the Sellers an amount equal to the amount reimbursed less any remaining outstanding amount reasonable costs of the recovery. Thereafter, that Non-Tax Claim shall be reduced limited (in addition to the limitations on the liability of the Sellers referred to in this Schedule 4 ) to the amount by which the sum recovered (including interest, if any, and deducting reasonable costs, charges and expenses incurred loss or damage suffered by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under as a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving such recovery, repay to such member of the Seller Group the lesser of (i) the amount paid by such member of the Seller Group to the relevant member of the Purchaser Group in respect result of such Claim and (ii) any balance of the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claim). 7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim. 7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, breach exceeds the amount so repaid shall be deemed to have never been paid by such member of the Seller Grouprecovered.

Recovery from Third Parties. 7.1 If, in respect of any matter which gives rise to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim), 6.1 Where the Purchaser or any member of the Purchaser Purchaser's Group recovers is at any time entitled to recover from any some other person (including other than an insurer)insurer under an insurance policy which shall be dealt with under paragraph 7 of this Schedule) any sum in respect of any matter or event which gives rise to a Relevant Claim, the person so entitled shall use reasonable endeavours to recover that sum and: (a) the amount of the Relevant Claim shall be reduced by the amount of any sum so recovered (less net of all reasonable costs, charges costs of recovery and expenses incurred any tax payable); or (b) in the event of the recovery being delayed until after the Relevant Claim has been satisfied by the Purchaser and any member of Warrantors, the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, shall pay to the excess paid). 7.2 If any member of the Seller Group pays at any time to any member of the Purchaser Group Warrantors an amount pursuant equal to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim) and any member of the Purchaser Group subsequently recovers from some other person any sum in respect of any matter giving rise to such Claim, (A) any remaining outstanding amount of the Claim shall be reduced by the sum recovered (including interest, if any, and deducting reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving such recovery, repay to such member of the Seller Group the lesser of (i) the amount paid by such member any sum so recovered (net of the Seller Group to the relevant member all reasonable costs of the Purchaser Group in respect of such Claim recovery and any tax payable), and (ii) any balance the amount paid to the Purchaser by the Warrantors in respect of the Recovery Amount not utilized in the reduction required under (A) (i.e.Relevant Claim, the difference between the Recovery Amount and any remaining outstanding amount provided that none of the Claimprovisions contained in this paragraph 6 shall oblige the Purchaser to take any action if the Purchaser reasonably considers (acting in good faith) that such action is likely to have a material adverse effect on the business of the Group or the Purchaser's Group (including, without limitation, any material effect on relationships with customers, suppliers, intermediaries or agents). 7.3 The members 6.2 For the avoidance of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group doubt, a Relevant Claim in respect of any a matter giving rise which is also the subject of a recovery claim against some other person pursuant to a Claim. 7.4 If any amount is repaid paragraph 6.1 must be notified to a member of the Seller Group in accordance with this paragraph 7Vendors' Representatives before the Expiry Date. However, provided that it has been so notified, the amount so repaid shall be deemed to have never been paid by 6 month period in paragraph 1.2 shall, in the case of such member of a claim, commence on the Seller Groupdate that the recovery claim against the other person is finally settled or finally determined.

Recovery from Third Parties. 7.1 If, in respect of any matter which gives rise to 5.1. Where a payment has been made by the Seller under a Claim for Tax in full discharge of a liability under that Paragraph and a Group Company or any other member of the Buyers’ Tax Group subsequently receives from any person (which for the purposes of this paragraph shall not include other than a Tax Covenant Claim)Buyer, the Purchaser a Group Company or any member of the Purchaser Buyers’ Tax Group recovers from or any employee or director of any of them, but including a Tax Authority) any sum (other person than by reason of the use or setting off of a Buyers’ Relief) or receives a Relief in respect of the Tax Liability in question, the relevant Buyer shall at the written request of the Seller (including an insurer), and shall procure that the Group Company or the relevant member of the Buyers’ Tax Group shall) account to the Seller for the lesser of: (a) any amount recovered and actually received by the Group Company or the member of the Buyers’ Tax Group as applicable or (as the case may be) the amount of Tax (in respect of which Paragraph 1 does not provide for a liability of the Seller to a Buyer) that the Group Company or the member of the Buyers’ Tax Group as applicable actually saves by virtue of the receipt and use of the Relief, less any Tax on such amounts (and less any Tax that would have been payable but for the use or setting off of any Buyers’ Relief); and (b) the amount paid by the Seller under the Claim for Tax in respect of that Tax Liability (less any Tax payable in respect of that amount). 5.2. Any payment by a Buyer to the Seller under this Paragraph 5 shall be reduced by the amount so recovered (less all reasonable costsof any losses, charges damages, liabilities, costs and expenses suffered or incurred by the Purchaser and any relevant Buyer, Group Company or member of the Purchaser Buyers’ Tax Group in recovering such any amount from any third party or utilizing the relevant Relief, and including, where that recovery is under a policy shall be further reduced by any amount of insurance, the excess paid)payment by the Seller referred to in Paragraph 5.1 which has previously been paid to the Seller. 7.2 5.3. If any member of a Group Company or the Seller Group pays at any time Buyer becomes entitled to any member of the Purchaser Group an amount pursuant to a Claim (which for the purposes of this paragraph shall not include recover from another person or a Tax Covenant Claim) and any member of the Purchaser Group subsequently recovers from some other person any Authority a sum in respect of any matter giving rise which a payment might be made under paragraph 5.1 the Buyer shall as soon as reasonably practicable give written notice thereof to such Claimthe Seller and if the Seller indemnifies the Buyer or, as appropriate, a Group Company (Ato the Buyer’s reasonable satisfaction) any remaining outstanding amount against the reasonable costs of the Claim Buyer or, as appropriate, a Group Company in connection with taking such action, the Buyer shall, or shall be reduced procure that a Group Company shall, take such action reasonably requested by the sum recovered (including interest, if any, and deducting reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving such recovery, repay to such member of the Seller Group the lesser of (i) the amount paid by such member of the Seller Group to the relevant member of the Purchaser Group in respect of such Claim and (ii) any balance of the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claim). 7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claimrecovery against that person or Tax Authority. 7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, the amount so repaid shall be deemed to have never been paid by such member of the Seller Group.