Third Party Recoveries. 5.1 The Sellers shall not be liable for any claim under the Warranties (excluding the Tax Warranties) in relation to: (a) any matter or thing to the extent that the Company is entitled to claim under any policy of insurance in which case no such matter shall be the subject of a claim under the Warranties unless and until the Company shall have made a claim against its insurers under any such policy of insurance and any such insurance claim shall then reduce by the amount recovered or extinguish any such claim for breach of the Warranties; or (b) any claim which has been or is made good or is otherwise compensated for otherwise than by the Purchaser. 5.2 Where the Purchaser and/or the Company are at any time entitled to recover from some other person (other than its insurers) any sum in respect of any matter giving rise to a claim under the Warranties (excluding the Tax Warranties), the Purchaser shall and shall, at the Sellers' expense, procure that the Company shall undertake all commercially reasonable steps to enforce such recovery prior to taking any action (other than notifying the Sellers of the potential claim) against the Sellers and in the event that the Purchaser or the Company shall recover any amount from such other person the amount of the claim against the Sellers shall be reduced by the amount recovered, less all reasonable costs, charges and expenses properly incurred by the Purchaser or the Company (to the extent that such costs, charges and expenses (or any part of them) have not already been met by the Sellers) in recovering that sum from such other person. 5.3 If the Sellers at any time make a payment to the Purchaser from the Escrow Account in respect of any Relevant Claim in accordance with the provisions of this Agreement (such payment being an "AGREED PAYMENT") and the Purchaser or the Company subsequently becomes entitled to make recovery in whole or in part from any third party in respect of any matter giving rise to such Relevant Claim: (a) if the Sellers so request, the Purchaser shall assign or procure the assignment to the Sellers (subject to payment by the Sellers of associated costs and expenses) of such right; or (b) if such right is not legally capable of effective assignment, or if the Sellers do not request an assignment of such right the Purchaser shall and shall, at the Sellers' expense, procure that the Company shall take all commercially reasonable steps to enforce such recovery. 5.4 Where either the Seller or the Purchaser recovers from some other person a sum that is referable to an Agreed Payment then they shall: (a) in the event that any such recovery occurs prior to the Second Release Date, repay to the Escrow Account; or (b) in the event that any such recovery occurs after the Second Release Date, pay to the Sellers or, in the case of a recovery by the Sellers pursuant to paragraph 5.3(a) retain, an amount equal to the amount recovered upon receipt or, if lower, the amount of the Agreed Payment to the Purchaser less, in either case, any amount payable by either the Purchaser, Seller or the Company in respect of Taxation on the amount recovered.
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Third Party Recoveries. 5.1 4.1 The Sellers shall not be liable for any claim under the Title and Capacity Warranties, the Warranties (excluding or the Tax Warranties) Indemnities in relation torespect of any claim:
(a) any matter or thing to the extent that recovery is made by the Company is entitled to claim Buyer or any member of the Buyer’s Group under any policy of insurance in which case no such matter shall be the subject of a claim under the Warranties unless and until the Company shall have made a claim against its insurers under any such policy of insurance and any such insurance claim shall then reduce by the amount recovered or extinguish any such claim for breach of the Warrantiesinsurance; or
(b) to the extent that the Buyer or any member of the Buyer’s Group or those deriving title from the Buyer have already obtained reimbursement or restitution in respect of such claim which has been or is made good or is otherwise compensated for otherwise than from any third party; provided that this paragraph shall only act to reduce the quantum of such a claim by the Purchaseramount recovered by the Buyer or any member of the Buyer’s Group (net of Tax thereon and the costs of recovery) and shall not extinguish the liability under such claim unless the amount recovered by the Buyer’s Group (net of Tax thereon and the costs of recovery) is equal to or greater than the amount of the claim, nor shall this paragraph act in any way to prevent the Buyer from claiming any amount not recovered from such a third party pursuant to this Agreement.
5.2 Where 4.2 If either of the Purchaser and/or Sellers pays to the Company are at any time entitled to recover from some other person (other than its insurers) any sum Buyer an amount in respect of any matter giving rise to a claim under the Warranties (excluding the Tax Warranties), the Purchaser shall Title and shall, at Capacity Warranties or the Sellers' expense, procure that Indemnities and the Company shall undertake all commercially reasonable steps to enforce such recovery prior to taking Buyer or any action (other than notifying the Sellers member of the potential claim) against the Sellers and in the event that the Purchaser or the Company shall recover Buyer’s Group subsequently recovers from a third party (including any amount from such other person the amount of the claim against the Sellers shall be reduced by the amount recovered, less all reasonable costs, charges and expenses properly incurred by the Purchaser or the Company (to the extent that such costs, charges and expenses (insurer or any part of themtax authority) have not already been met by the Sellers) in recovering that sum from such other person.
5.3 If the Sellers at any time make a payment to the Purchaser from the Escrow Account in respect of any Relevant Claim in accordance with the provisions of this Agreement (such payment being an "AGREED PAYMENT") and the Purchaser or the Company subsequently becomes entitled to make recovery in whole or in part from any third party in respect of any matter giving rise to such Relevant Claim:
(a) if the Sellers so request, the Purchaser shall assign or procure the assignment to the Sellers (subject to payment by the Sellers of associated costs and expenses) of such right; or
(b) if such right is not legally capable of effective assignment, or if the Sellers do not request an assignment of such right the Purchaser shall and shall, at the Sellers' expense, procure that the Company shall take all commercially reasonable steps to enforce such recovery.
5.4 Where either the Seller or the Purchaser recovers from some other person a sum that which is referable to an Agreed Payment then they shall:
(a) in that claim, the event that any such recovery occurs prior to the Second Release Date, Buyer shall repay to the Escrow Account; or
(b) in the event that any such recovery occurs after the Second Release Date, pay to the Sellers or, in the case relevant Seller so much of a recovery by the Sellers pursuant to paragraph 5.3(a) retain, an amount equal to the amount originally paid by that Seller as does not exceed the sum recovered upon receipt or, if lower, from the amount third party (net of Tax thereon and the Agreed Payment to the Purchaser less, in either case, any amount payable by either the Purchaser, Seller or the Company in respect costs of Taxation on the amount recoveredrecovery).
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