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 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.

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), 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 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, 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, 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, (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.