Common use of Recovery from Third Parties Clause in Contracts

Recovery from Third Parties. 9.1 If any payment is made by the Sellers under this Schedule in full discharge of a liability which arises under this Schedule in respect of a tax liability and the Buyer or the Company subsequently receives from any person other than the Buyer, the Company or any person connected with any of them a payment or relief in respect of the tax liability in question (which payment or relief is received by virtue of a legal right), the Buyer shall pay to the Sellers an amount equal to the amount received or the amount that the Buyer or the Company will save by virtue of the receipt of the relief (less the amount of all Costs incurred in obtaining such payment or relief, and net of any tax payable on the amount received) to the extent that the payment to the Sellers does not exceed the payment originally made by the Sellers (net of any tax suffered thereon), and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Buyer or the Company receives a relief as referred to in paragraph 9.1, a payment shall be made to the Sellers within 10 Business Days of the date on which the tax that would have been payable but for the relief would have become recoverable by the appropriate tax authority. Such payment shall not be made to the extent that, but for the use of such relief, the Company would have had an actual tax liability in respect of which the Buyer would have been able to make a claim against the Sellers under this Schedule. 9.3 The provisions of paragraph 8.6 shall apply to payments under this paragraph 9 as if references to the Buyer were substituted with references to the Sellers and vice versa and subject to any other necessary modifications.

Recovery from Third Parties. 9.1 If 8.5.1. In the event that the Buyer or the Company is entitled to recover any payment is made sum (whether by the Sellers under this Schedule in full discharge of a liability which arises under this Schedule payment, discount, credit or otherwise) from any third party (including any insurer or Competent Authority) in respect of any matter for which a tax liability Claim could be made against the Seller, the Buyer shall use its commercially reasonable efforts to recover such sum before making such Claim (and, upon Seller’s request, shall keep the Seller reasonably informed of the conduct of such recovery), and any sum so recoverable will reduce the amount of the Claim. 8.5.2. Without prejudice to the provisions of clause 8.5.1, if the Seller pays to the Buyer an amount in respect of any Claim, and the Buyer or the Company subsequently receives recovers (whether by payment, credit, discount, relief or otherwise) from a third party (including any person other than insurer or Competent Authority) an amount which arises from or relates to the Buyermatter giving rise to such Claim, then: (a) if the Company or any person connected with any of them a payment or relief amount paid by the Seller in respect of such Claim is more than the tax liability in question Sum Recovered (which payment or relief as such term is received by virtue of a legal rightdefined below), the Buyer shall (or, where appropriate, shall procure that the Company shall) immediately pay to the Sellers Seller the Sum Recovered, or (b) if the amount paid by the Seller in respect of such Claim is less than or equal to the Sum Recovered, the Buyer shall immediately pay to the Seller an amount equal to the amount paid by the Seller, so as to leave the Buyer, taking into account the amounts received or from the amount that third party and from the Buyer or the Company will save by virtue of the receipt of the relief (less the amount of all Costs incurred in obtaining such payment or relief, Seller and net of any tax those payable on the amount received) to the extent that the payment to the Sellers does not exceed the payment originally made by the Sellers (net of any tax suffered thereon)Seller under this clause, and to the extent that the right to such payment in no better or relief is not prejudiced thereby. 9.2 Where the Buyer or the Company receives a relief as referred to in paragraph 9.1, a payment shall be made to the Sellers within 10 Business Days of the date on which the tax that worse position than it would have been payable but for in had the relief would have become recoverable by Claim not arisen. If the appropriate tax authority. Such payment shall not be made Seller pays to the extent that, but for the use of such relief, the Company would have had Buyer an actual tax liability amount in respect of which the full discharge of any Claim and neither the Buyer would have been able to make nor the Company recovers such amount from a claim against third party, the Sellers under this Schedule. 9.3 The provisions of paragraph 8.6 shall apply to payments under this paragraph 9 as Buyer shall, upon Seller’s request, assign the respective third party claim, if references any, without any compensation to the Buyer were substituted with references Seller (subject to the Sellers transferability of such claim), however, for the avoidance of doubt, any obligation of the Buyer as set forth in clause 8.5.1 above with respect to such Claim shall only prevail up to and vice versa until such assignment. For the purposes of this clause, the expression “Sum Recovered” means an amount equal to the amount recovered from the third party (and subject for this purpose, in addition to any other necessary modificationscash payment, any payment in kind or discount, credit or similar benefit obtained shall constitute an amount recovered) plus any interest in respect of the amount recovered from the third party.

Recovery from Third Parties. 9.1 If 6.1 Where the Purchaser or any payment member of the Purchaser's Group is made by the Sellers at any time entitled to recover from some other person (other than an insurer under an insurance policy which shall be dealt with under paragraph 7 of this Schedule in full discharge of a liability which arises under this Schedule Schedule) any sum in respect of any matter or event which gives rise to a tax liability and the Buyer or the Company subsequently receives from any person other than the BuyerRelevant Claim, the Company or any person connected with any of them a payment or relief in respect 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 (net of all reasonable costs of recovery and any tax liability payable); or (b) in question (which payment or relief is received the event of the recovery being delayed until after the Relevant Claim has been satisfied by virtue of a legal right)the Warrantors, the Buyer Purchaser shall pay to the Sellers Warrantors an amount equal to the amount received or the amount that the Buyer or the Company will save by virtue lesser of the receipt of the relief (less the amount of all Costs incurred in obtaining such payment or relief, and net of i) any tax payable on the amount received) to the extent that the payment to the Sellers does not exceed the payment originally made by the Sellers sum so recovered (net of all reasonable costs of recovery and any tax suffered thereonpayable), and (ii) the amount paid to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Buyer or the Company receives a relief as referred to in paragraph 9.1, a payment shall be made to the Sellers within 10 Business Days of the date on which the tax that would have been payable but for the relief would have become recoverable Purchaser by the appropriate tax authority. Such payment shall not be made to the extent that, but for the use of such relief, the Company would have had an actual tax liability Warrantors in respect of the Relevant Claim, provided that none of the provisions 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). 6.2 For the avoidance of doubt, a Relevant Claim in respect of a matter which is also the Buyer would have subject of a recovery claim against some other person pursuant to paragraph 6.1 must be notified to the Vendors' Representatives before the Expiry Date. However, provided that it has been able to make so notified, the 6 month period in paragraph 1.2 shall, in the case of such a claim, commence on the date that the recovery claim against the Sellers under this Scheduleother person is finally settled or finally determined. 9.3 The provisions of paragraph 8.6 shall apply to payments under this paragraph 9 as if references to the Buyer were substituted with references to the Sellers and vice versa and subject to any other necessary modifications.

Recovery from Third Parties. 9.1 If any payment is made by 6.12.1 The Sellers and/or the Sellers under this Schedule in full discharge of a liability which arises under this Schedule Warrantors, as the case may be, shall not be liable in respect of a tax liability and the Buyer or the Company subsequently receives from any person Warranty Claim other than the Buyer, Tax Warranties if and to the Company extent that the Purchaser or any Group Company has actually recovered from some other person connected with (not being the Purchaser or any member of them the Purchaser Group) (a payment “Third Party”) in respect of any matter or relief circumstance giving rise to the Warranty Claim. 6.12.2 If the Sellers and/or the Warrantors, as the case may be, at any time pay to the Purchaser an amount pursuant to a Warranty Claim other than the Tax Warranties and the Purchaser subsequently recovers from some other person (not being the Purchaser or any member of the Purchaser Group) (a “Third Party”) any amount in respect of the tax liability in question (which payment or relief is received by virtue of a legal right)matter giving rise to such Warranty Claim, the Buyer Purchaser shall pay without delay repay to the Sellers and/or the Warrantors, as the case may be, from the sum recovered so much of the amount paid to the Purchaser as does not exceed the sum recovered from such Third Party (less all costs, charges and expenses incurred by the Purchaser in recovering that sum from such Third Party). If any amount is repaid to the Sellers and/or the Warrantors, as the case may be, by the Purchaser in accordance with this clause 6.12, an amount equal to the amount received or so repaid shall be deemed never to have been paid by such Sellers and/or the amount that Warrantors, as the Buyer or the Company will save by virtue of the receipt of the relief (less the amount of all Costs incurred in obtaining such payment or reliefcase may be, and net of any tax payable on the amount received) to the extent that the payment to the Sellers does not exceed the payment originally made by the Sellers (net of any tax suffered thereon), and to the extent that the right to such payment or relief is not prejudiced therebyPurchaser. 9.2 Where the Buyer or the Company receives a relief as referred to in paragraph 9.1, a payment shall be made to the Sellers within 10 Business Days of the date on which the tax that would have been payable but for the relief would have become recoverable by the appropriate tax authority. Such payment shall not be made to the extent that, but for the use of such relief, the Company would have had an actual tax liability in respect of which the Buyer would have been able to make a claim against the Sellers under this Schedule. 9.3 The provisions of paragraph 8.6 shall apply to payments under this paragraph 9 as if references to the Buyer were substituted with references to the Sellers and vice versa and subject to any other necessary modifications.

Recovery from Third Parties. 9.1 5.1 If a Buyer recovers any payment is made by the Sellers under this Schedule in full discharge of compensation from a liability which arises under this Schedule in respect of a tax liability and the Buyer or the Company subsequently receives from any person other than the Buyer, the Company or any person connected with any of them a payment or relief third party in respect of the tax liability matter which has given rise to a Claim, the amount of that Claim shall then be reduced by the amount recovered (less all reasonable costs, charges and expenses incurred by the Buyer and/or any other member(s) of the Buyers' Group in question recovering that sum from such third party) or be extinguished if the amount recovered exceeds the amount of the Claim. 5.2 If the Warrantors at any time pay to a Buyer an amount pursuant to a Claim and that Buyer subsequently becomes entitled to recover from a third party (which payment or relief but not another member of the Buyers' Group) any sum in respect of the matter giving rise to such Claim, that Buyer shall take reasonable steps to enforce such recovery Provided always that that Buyer and each member of the Buyers' Group is received fully indemnified by virtue the Warrantors against all associated losses, liabilities, costs and expenses, and (in the event of a legal right)subsequent recovery by that Buyer from such third party referable to such Claim) shall repay to the Warrantors as soon as possible the lower of (a) the sum recovered from such third party (less all costs, charges and expenses incurred by the Buyer shall pay and/or any other of the member(s) of the Buyers' Group in recovering that sum from such third party) and (b) the amount paid by the Warrantors to that Buyer in respect of that Claim. 5.3 If any amount is repaid to the Sellers Warrantors by a Buyer in accordance with paragraph 5.2 of this Schedule 5, an amount equal to the amount received or the amount that the Buyer or the Company will save by virtue of the receipt of the relief (less the amount of all Costs incurred in obtaining such payment or relief, and net of any tax payable on the amount received) so repaid shall be deemed never to the extent that the payment to the Sellers does not exceed the payment originally made have been paid by the Sellers (net of any tax suffered thereon), and Warrantors to the extent that the right to such payment or relief is not prejudiced therebyBuyer. 9.2 Where the Buyer or the Company receives a relief as referred to in paragraph 9.1, a payment shall be made to the Sellers within 10 Business Days of the date on which the tax that would have been payable but for the relief would have become recoverable by the appropriate tax authority. Such payment shall not be made to the extent that, but for the use of such relief, the Company would have had an actual tax liability in respect of which the Buyer would have been able to make a claim against the Sellers under this Schedule. 9.3 The provisions of paragraph 8.6 shall apply to payments under this paragraph 9 as if references to the Buyer were substituted with references to the Sellers and vice versa and subject to any other necessary modifications.

Recovery from Third Parties. 9.1 If 9.8.1 Without prejudice to the provisions of Clause 9.7.5, in the event that the Buyer is entitled to recover any sum (whether by payment is made (Zahlung), set-off (Auf- oder Verrechnung), credit (Gutschrift), discount (Abzug), relief (Erlass) or otherwise, including by the Sellers under this Schedule way of payment in full discharge of a liability which arises under this Schedule kind (Sachleistung)) from any third party (including any insurance companies) in respect of any matter for which a tax liability Claim could be made against any of the Sellers, the Buyer will use its reasonable endeavours to recover such sum before making the Claim (and will keep the Sellers fully and promptly informed of the conduct of such recovery), and any sum so recovered will reduce the amount of the Claim. ​ ​ 9.8.2 The rights and obligations set out in Clause 9.8.1 continue to apply if the Sellers pay to the Buyer an amount in respect of any Claim. 9.8.3 If the Sellers pay to the Buyer an amount in respect of any Claim, and the Buyer or the Company Group Companies subsequently receives recovers (whether by payment (Zahlung), set-off (Auf- oder Verrechnung), credit (Gutschrift), discount (Abzug), relief (Erlass) or otherwise, including by way of payment in kind (Sachleistung)) from a third party (including any person other than Authority) an amount which is attributable to the Buyermatter giving rise to such Claim, then: (a) if the Company or any person connected with any of them a payment or relief amount paid by the Sellers in respect of such Claim is more than or equal to the tax liability Sum Recovered (as such term is defined in question (which payment or relief is received by virtue of a legal rightClause 9.8.4), the Buyer shall will (or, where appropriate, will procure that the Group Companies will) immediately pay to the Sellers the Sum Recovered; and (b) if the amount paid by the Sellers in respect of such Claim is less than the Sum Recovered, the Buyer will immediately pay to the Sellers, an amount equal to the amount paid by the Sellers, so as to leave the Buyer, taking into account the amounts received or from the amount that the Buyer or the Company will save by virtue of the receipt of the relief (less the amount of all Costs incurred in obtaining such payment or relief, third party and net of any tax payable on the amount received) to the extent that the payment to from the Sellers does not exceed the payment originally made by the Sellers (net of any tax suffered thereon), and those payable to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Buyer or the Company receives a relief as referred to in paragraph 9.1, a payment shall be made to the Sellers within 10 Business Days of the date on which the tax that would have been payable but for the relief would have become recoverable by the appropriate tax authority. Such payment shall not be made to the extent that, but for the use of such relief, the Company would have had an actual tax liability in respect of which the Buyer would have been able to make a claim against the Sellers under this ScheduleClause 9.8.3, in no better or worse position than it would have been in (subject always to the provisions of Clause 8 and the other provisions of this Clause 9) had the Claim not arisen. 9.3 The provisions 9.8.4 For the purposes of paragraph 8.6 shall apply to payments under this paragraph 9 as if references Clause 9.8, the expression "Sum Recovered" means an amount equal to the Buyer were substituted with references to amount actually recovered or forgiven (verzichtet), forfeited (verwirkt) or otherwise not recovered, as the Sellers case may be, from the third party (and vice versa and subject for this purpose, in addition to any other necessary modificationscash payment, any payment in kind (Sachleistung) or set-off (Auf- oder Verrechnung), credit (Gutschrift), discount (Abzug), relief (Erlass) or similar benefit obtained constitute an amount recovered or forgiven (verzichtet), forfeited (verwirkt) or otherwise not recovered, as the case may be) plus any interest in respect of the amount recovered or forgiven (verzichtet), forfeited (verwirkt) or otherwise not recovered, as the case may be, from the third party, less all reasonable costs and expenses incurred by the Buyer or (as the case may be) the Group Companies in recovering the amount from the third party.

Recovery from Third Parties. 9.1 If any payment is made by the Sellers under this Schedule in full discharge of a liability which arises under this Schedule in respect of a tax liability and 6.1 Where the Buyer or the Company subsequently receives or any of the Subsidiaries is at any time entitled to recover from some other person (Third Party) (not being the Buyer or any person member of the Buyer’s Group or the Company’s Group), any sum in respect of any matter giving rise to a Claim (other than pursuant to any policy of insurance which shall be governed by paragraph 5 above) then, subject to the Buyerlast sentence of this paragraph 6.1, no such matter shall be the subject of a Claim and no Claim shall lie unless and until the Buyer or the Company or any person connected with of the Subsidiaries (as the case may be) has made a claim against such Third Party. The Buyer shall take all reasonable steps to enforce such recovery as rapidly as reasonably possible. Notwithstanding the above, the Buyer shall be entitled to make a Claim if and to the extent that full recovery is not actually made from such Third Party and the relevant time limit under clause 8.9 shall be extended by the amount of time that passed from the date of the claim against the Third Party to the date on which such claim is finally resolved; provided that under no circumstances shall the Escrow Release Date be extended as a result of the provisions of this paragraph 6. 6.2 If the Buyer recovers any amount from a Third Party, the amount of them the Claim shall then be reduced by the amount recovered (less all reasonable costs, charges and expenses incurred by the Buyer in recovering that sum from such Third Party) or be extinguished if the amount recovered exceeds the amount of the Claim. 6.3 If the Warrantors at any time pay to the Buyer or any member of the Company’s Group an amount pursuant to a payment or relief Claim and the Buyer subsequently becomes entitled to recover from a Third Party any sum in respect of the tax liability in question (which payment or relief is received by virtue of a legal right)matter giving rise to such Claim, the Buyer shall pay take all reasonable steps to enforce such recovery, and shall repay to the Sellers Warrantors as soon as possible so much of the amount paid to the Buyer as does not exceed the sum recovered from such Third Party (less all reasonable costs, charges and expenses incurred by the Buyer in recovering that sum from such Third Party). 6.4 If any amount is repaid to the Warrantors by the Buyer in accordance with paragraph 6.3 of this Schedule, an amount equal to the amount received or so repaid shall be deemed never to have been paid by the amount that the Buyer or the Company will save by virtue of the receipt of the relief (less the amount of all Costs incurred in obtaining such payment or relief, and net of any tax payable on the amount received) Warrantors to the extent that the payment to the Sellers does not exceed the payment originally made by the Sellers (net of any tax suffered thereon), and to the extent that the right to such payment or relief is not prejudiced therebyBuyer. 9.2 Where the Buyer or the Company receives a relief as referred to in paragraph 9.1, a payment shall be made to the Sellers within 10 Business Days of the date on which the tax that would have been payable but for the relief would have become recoverable by the appropriate tax authority. Such payment shall not be made to the extent that, but for the use of such relief, the Company would have had an actual tax liability in respect of which the Buyer would have been able to make a claim against the Sellers under this Schedule. 9.3 The provisions of paragraph 8.6 shall apply to payments under this paragraph 9 as if references to the Buyer were substituted with references to the Sellers and vice versa and subject to any other necessary modifications.

Recovery from Third Parties. 9.1 If Where the Purchaser or any payment member of the Purchaser's Group is made at any time entitled to recover from some other person (including an insurer under an insurance policy) any sum in respect of any matter or event which gives rise to a claim under the Sellers' Warranties (other than the Tax Warranties), the Purchaser shall (subject to being fully indemnified by the Sellers Sellers) use reasonable endeavours to recover that sum and any sum recovered (net of all costs of recovery and any tax payable): (a) will reduce the amount of the 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 paid to the Sellers in full discharge the relevant proportions, provided that none of the provisions contained in this paragraph 9 shall oblige the Purchaser to take any action if the Purchaser reasonably considers that such action is likely to have a liability which arises 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, agents or insurers). 9.2 For the avoidance of doubt, a claim under this Schedule the Sellers' Warranties in respect of a tax liability and matter which is also the Buyer or the Company subsequently receives from any person other than the Buyer, the Company or any person connected with any of them a payment or relief in respect of the tax liability in question (which payment or relief is received by virtue subject of a legal right), the Buyer shall pay recovery claim against some other person pursuant to the Sellers an amount equal to the amount received or the amount that the Buyer or the Company will save by virtue of the receipt of the relief (less the amount of all Costs incurred in obtaining such payment or relief, and net of any tax payable on the amount received) to the extent that the payment to the Sellers does not exceed the payment originally made by the Sellers (net of any tax suffered thereon), and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Buyer or the Company receives a relief as referred to in paragraph 9.1, a payment shall 9.1 must be made notified to the Sellers within 10 Business Days 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 case of such a claim, commence on the date on which that the tax that would have been payable but for the relief would have become recoverable by the appropriate tax authority. Such payment shall not be made to the extent that, but for the use of such relief, the Company would have had an actual tax liability in respect of which the Buyer would have been able to make a recovery claim against the Sellers under this Scheduleother person is finally settled or finally determined. 9.3 The provisions of paragraph 8.6 shall apply to payments under this paragraph 9 as if references to the Buyer were substituted with references to the Sellers and vice versa and subject to any other necessary modifications.

Recovery from Third Parties. 9.1 If 8.5.1. In the event that the Buyer or the Company is entitled to recover any payment is made sum (whether by the Sellers under this Schedule in full discharge of a liability which arises under this Schedule payment, discount, credit or otherwise) from any third party (including any insurer or Competent Authority) in respect of any matter for which a tax liability Claim could be made against the Sellers, the Buyer shall use its commercially reasonable efforts to recover such sum before making such Claim (and, upon Sellers’ request, shall keep the Sellers reasonably informed of the conduct of such recovery), and any sum so recoverable will reduce the amount of the Claim. 8.5.2. Without prejudice to the provisions of clause 8.5.1, if the Sellers pay to the Buyer an amount in respect of any Claim, and the Buyer or the Company subsequently receives recovers (whether by payment, credit, discount, relief or otherwise) from a third party (including any person other than insurer or Competent Authority) an amount which arises from or relates to the Buyermatter giving rise to such Claim, then: (a) if the Company or any person connected with any of them a payment or relief amount paid by the Sellers in respect of such Claim is more than the tax liability in question Sum Recovered (which payment or relief as such term is received by virtue of a legal rightdefined below), the Buyer shall (or, where appropriate, shall procure that the Company shall) immediately pay to the Sellers the Sum Recovered, or (b) if the amount paid by the Sellers in respect of such Claim is less than or equal to the Sum Recovered, the Buyer shall immediately pay to the Sellers an amount equal to the amount paid by the Sellers, so as to leave the Buyer, taking into account the amounts received or from the amount that the Buyer or the Company will save by virtue of the receipt of the relief (less the amount of all Costs incurred in obtaining such payment or relief, third party and net of any tax payable on the amount received) to the extent that the payment to from the Sellers does not exceed the payment originally made by the Sellers (net of any tax suffered thereon), and those payable to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Buyer or the Company receives a relief as referred to in paragraph 9.1, a payment shall be made to the Sellers within 10 Business Days of the date on which the tax that would have been payable but for the relief would have become recoverable by the appropriate tax authority. Such payment shall not be made to the extent that, but for the use of such relief, the Company would have had an actual tax liability in respect of which the Buyer would have been able to make a claim against the Sellers under this Schedule. 9.3 The clause, in no better or worse position than it would have been in (subject always to the provisions of paragraph 8.6 shall apply to payments under clause 7 and the other provisions of this paragraph 9 as if references to clause 8) had the Claim not arisen. Alternatively, the Buyer were substituted may, at its option, comply with references its obligations under clause 8.5.2(a) by assigning its third party claim to the Sellers and vice versa and (subject to the transferability of such claim). For the purposes of this clause, the expression “Sum Recovered” means an amount equal to the amount recovered from the third party (and for this purpose, in addition to any other necessary modificationscash payment, any payment in kind or discount, credit or similar benefit obtained shall constitute an amount recovered) plus any interest in respect of the amount recovered from the third party.

Recovery from Third Parties. 9.1 If 8.1 Where the Seller has paid an amount under paragraph 2 for any payment is made by the Sellers under this Schedule in full discharge of a liability which arises under this Schedule in respect of a tax liability Liability for Tax and the Buyer or Buyer, the Company subsequently receives is, or becomes, entitled to recover from any some other person other than that is not the Buyer, the Company or any person connected with other company in the Buyer’s Tax Group, any of them a payment or relief in respect of the tax liability in question (which payment or relief is received by virtue of a legal right)amount for any Liability for Tax, the Buyer shall pay or shall procure that the Company shall: (a) notify the Seller of its entitlement as soon as reasonably practicable; and (b) if required by the Seller and, subject to the Sellers an Buyer and the Company being secured or indemnified by the Seller against any Tax that may be suffered on receipt of that amount equal and any costs and expenses incurred in recovering that amount, take, or procure that the Company takes, all reasonable steps to enforce that recovery against the amount received person in question (keeping the Seller fully informed of the progress of any action taken) provided that the Buyer shall not be required to take any action under this paragraph 8.1 that, in the Buyer’s reasonable opinion, is likely to harm its, the Company’s commercial or the amount employment relationship (potential or actual) with that or any other person. 8.2 If the Buyer or the Company will save by virtue recovers any amount referred to in paragraph 8.1, the Buyer shall account to the Seller for the lesser of: (a) any amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of the receipt of the relief (less the that amount of all Costs and any costs and expenses incurred in obtaining such payment or relief, and net of any tax payable on the recovering that amount received) to the extent that the payment to the Sellers does not exceed the payment originally made by the Sellers (net of any tax suffered thereon), except where and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Buyer or the Company receives a relief as referred to in paragraph 9.1, a payment shall be amount has already been made to the Sellers within 10 Business Days of the date on which the tax that would have been payable but for the relief would have become recoverable good by the appropriate tax authority. Such payment shall not be made to Seller under paragraph (b)); and (b) the extent that, but for amount paid by the use of such relief, the Company would have had an actual tax liability Seller under paragraph 2 in respect of which the Buyer would have been able to make a claim against the Sellers under this ScheduleLiability for Tax in question. 9.3 The provisions of paragraph 8.6 shall apply to payments under this paragraph 9 as if references to the Buyer were substituted with references to the Sellers and vice versa and subject to any other necessary modifications.