Third Party Indemnities. (a) If a member of the Company Group has the right to receive (or actually receives) a payment from a Person that is not a member of the Company Group (whether by reason of indemnity, reimbursement agreement or otherwise) with respect to (or items related to) (i) Pre-Closing Taxes of a member of the Company Group or (ii) Taxes of a member of the Pitney Bowes Group in each case, other than such Taxes for which the Purc▇▇▇▇▇ is liable under this Agreement, such payment shall be for the account of the Seller and the Purchaser shall pay to the Seller the amount of any such payment within ten (10) days after a member of the Company Group receives such payment. The Purchaser shall use all reasonable efforts to obtain any payment described in the preceding sentence; PROVIDED, HOWEVER, that the Seller shall pay or promptly reimburse the Purchaser for all Out-of-Pocket Expenses incurred in such attempt. To the extent it is legally permitted to do so, the Purchaser shall cause the Company to assign to the Seller all rights to receive such payment, including any rights to enforce such payment (and shall take all actions to facilitate such assignment, such as providing any required notice to any Person and executing any documents) so long as the Seller pays or promptly reimburses the Purchaser for all Out-of-Pocket Expenses related thereto. If the Purchaser is unable to cause the Company to assign all of its rights to such payment, the Purchaser shall permit the Seller to control all aspects of the enforcement of such rights and shall cooperate with the Seller consistent with the principles set forth in Section 9.05 hereof so long as the Seller pays or promptly reimburses the Purchaser for all Out-of-Pocket Expenses related thereto. (b) If a member of the Pitney Bowes Group has the right to receive (or actually receives) a paym▇▇▇ ▇rom a Person that is not a member of the Pitney Bowes Group (whether by reason of indemnity, reimbursement agreement ▇▇ otherwise) with respect to (or items related to) Taxes of a member of the Company Group for any Post-Closing Tax Period other than such Taxes for which the Seller is liable under this Agreement, such payment shall be for the account of the Company and the Seller shall pay to the Purchaser the amount of any such payment within ten (10) days after a member of the Pitney Bowes Group receives such payment. The Seller shall use all reasona▇▇▇ ▇fforts to obtain any payment described in the preceding sentence; PROVIDED, HOWEVER, that the Purchaser shall pay or promptly reimburse the Seller for all Out-of-Pocket Expenses incurred in such attempt. To the extent it is legally permitted to do so, the Seller shall assign (or cause to be assigned) to the Company all rights to receive such payment, including any rights to enforce such payment (and shall take all actions to facilitate such assignment, such as providing any required notice to any Person and executing any documents) so long as the Purchaser pays or promptly reimburses the Seller for all Out-of-Pocket Expenses related thereto. If the Seller is unable to assign all of its rights to such payment, the Seller shall permit the Purchaser to control all aspects of the enforcement of such rights and shall cooperate with the Purchaser consistent with the principles set forth in Section 9.05 hereof so long as the Purchaser pays or promptly reimburses the Seller for all Out-of-Pocket Expenses related thereto.
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Third Party Indemnities. (a) If a member of the Company Group has the right to receive (or actually receives) a payment from a Person that is not a member of the Company Group (whether by reason of indemnity, reimbursement agreement or otherwise) with respect to (or items related to) (i) Pre-Closing Distribution Taxes of a member of the Company Group or (ii) Taxes of a member of the Pitney Bowes ECC Group in each case, other than such Taxes for which the Purc▇▇▇▇▇ Company is liable under this Agreement, such payment shall be for the account of the Seller ECC and the Purchaser Company shall pay to the Seller ECC the amount of any such payment within ten (10) days after a member of the Company Group group receives such payment. The Purchaser Company shall use all reasonable efforts to obtain any payment described in the preceding sentence; PROVIDEDprovided, HOWEVERhowever, that the Seller ECC shall pay or promptly reimburse the Purchaser Company for all Out-of-Pocket Expenses incurred in such attempt. To the extent it is legally permitted to do so, the Purchaser Company shall cause the Company assign (or caused to assign be assigned) to the Seller ECC all rights to receive such payment, including any rights to enforce such payment (and shall take all actions to facilitate such assignment, such as providing any required notice to any Person and executing any documents) so long as the Seller ECC pays or promptly reimburses the Purchaser Company for all Out-of-Pocket Expenses related thereto. If the Purchaser Company is unable to cause the Company to assign all of its rights to such payment, the Purchaser Company shall permit the Seller ECC to control all aspects of the enforcement of such rights and shall cooperate with the Seller ECC consistent with the principles set forth in Section 9.05 7.1 hereof so long as the Seller ECC pays or promptly reimburses the Purchaser Company for all Out-of-Pocket Expenses related thereto.
(b) If a member of the Pitney Bowes ECC Group has the right to receive (or actually receives) a paym▇▇▇ ▇rom payment from a Person that is not a member of the Pitney Bowes ECC Group (whether by reason of indemnity, reimbursement agreement ▇▇ or otherwise) with respect to (or items related to) Taxes of a member of the Company Group for any Post-Closing Distribution Tax Period other than such Taxes for which the Seller ECC is liable under this Agreement, such payment shall be for the account of the Company and the Seller ECC shall pay to the Purchaser Company the amount of any such payment within ten (10) days after a member of the Pitney Bowes ECC Group receives such payment. The Seller ECC shall use all reasona▇▇▇ ▇fforts reasonable efforts to obtain any payment described in the preceding sentence; PROVIDEDprovided, HOWEVERhowever, that the Purchaser Company shall pay or promptly reimburse the Seller ECC for all Out-of-Pocket Expenses incurred in such attempt. To the extent it is legally permitted to do so, the Seller ECC shall assign (or cause caused to be assigned) to the Company all rights to receive such payment, including any rights to enforce such payment (and shall take all actions to facilitate such assignment, such as providing any required notice to any Person and executing any documents) so long as the Purchaser Company pays or promptly reimburses the Seller ECC for all Out-of-Pocket Expenses related thereto. If the Seller ECC is unable to assign all of its rights to such payment, the Seller ECC shall permit the Purchaser Company to control all aspects of the enforcement of such rights and shall cooperate with the Purchaser Company consistent with the principles set forth in Section 9.05 7.1 hereof so long as the Purchaser Company pays or promptly reimburses the Seller ECC for all Out-of-Pocket Expenses related thereto.
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