Common use of CORRESPONDING SAVINGS AND THIRD PARTY RECOVERY Clause in Contracts

CORRESPONDING SAVINGS AND THIRD PARTY RECOVERY. 7.1 If the Purchaser (acting reasonably and in good faith) confirms that any Tax Liability which has resulted in a payment having become due by the Warrantors under this Schedule (the “Applicable Tax Liability”) has given rise to a Relief (other than (i) a Purchaser’s Relief, (ii) a Relief which has already been taken into account in computing the liability of any Warrantor under this Agreement, or (iii) a Relief which has already been taken into account under paragraph 7.3) which would not otherwise have arisen, then to the extent that a liability of a Group Company or the Purchaser to make an actual payment of Tax (in respect of which any Warrantor would not have been liable under this Schedule or under this Agreement (ignoring paragraph 1 (Financial Limits on Claims) and paragraph 2 (Time Limits on Claims) of Schedule 5) has been reduced as a result of the use or set-off of the Relief, the Purchaser shall either (i) reduce the amount to be deducted from any Milestone Consideration due to the Vendors in respect of the relevant Applicable Tax Liability by an amount equal to the Relevant Amount or (ii) to the extent that amounts in respect of the relevant Applicable Tax Liability have already been deducted from any Milestone Consideration due to the Vendors without taking into account any Relevant Amount, pay to the Vendors’ Representative (on the date when the relevant Group Company or Purchaser (as applicable) would have been under an obligation to make the reduced payment of Tax) an amount equal to the Relevant Amount. 7.2 For the purposes of paragraph 7.1, the “Relevant Amount” is an amount equal to the lower of: (a) the amount by which the liability of a Group Company or the Purchaser to make an actual payment of Tax is reduced by the relevant Relief referred to in paragraph 7.1; and (b) the amount due by the Warrantors in respect of the Tax Liability giving rise to the Relief (which is, or is to be, satisfied out of, and deducted from, the Milestone Consideration). 7.3 If the Warrantors at any time are liable to the Purchaser for an amount under paragraph 2 or for breach of any of the Tax Warranties and an amount in respect of such liability has been deducted from any Milestone Consideration due to the Vendors and the Purchaser or a Group Company is or becomes entitled to recover from some other person (other than a member of the Purchaser’s Tax Group) any sum in respect of the matter giving rise to the liability (other than by reason of the use or set-off of a Purchaser’s Relief or a Relief which has already been taken into account in computing the liability of any Warrantor under this Agreement or which has already been taken into account under paragraph 7.1), the Purchaser shall as soon as reasonably practicable notify the Vendors’ Representative of its or the relevant Group Company’s entitlement and shall (and shall procure that the relevant Group Company shall (if applicable)), if so required by the Vendors’ Representative, at the cost of the Vendors and provided the Vendors shall have indemnified the Purchaser and the relevant Group Company on an after-Tax basis against all costs, losses or damages which may thereby be incurred, take all reasonable steps as requested by the Vendors’ Representative in writing to enforce such recovery, and the Purchaser shall (or the Purchaser shall procure that the relevant Group Company shall) (provided such recovery (i) has not already been taken into account under paragraph 7.1, and (ii) has not already been taken into account in computing the liability of any Warrantor under this Agreement) within 5 Business Days of such recovery, pay to the Vendors’ Representative the lesser of: (a) the sum so recovered by the Purchaser or the relevant Group Company (as applicable) from the other person (including sums recovered in respect of costs and any interest or repayment supplement received in respect of the sum recovered (to the extent that the interest or repayment supplement relates to the period following the payment by the Warrantors to the Purchaser), but less any costs of recovery not previously reimbursed and less any Tax chargeable on the sum recovered (or any Tax which would be chargeable thereon but for the availability of a Purchaser’s Relief (other than any Relief arising as a result of the payment of any amount to the Vendors’ Representative pursuant to this paragraph 7)); and (b) the amount deducted from any Milestone Consideration due to the Vendors in respect of the relevant liability under paragraph 2 or for breach of any of the Tax Warranties as referred to above plus any interest or repayment supplement received in respect of the sum recovered to the extent that the interest or supplement is attributable to any period following the relevant deduction from the Milestone Consideration, less any Tax chargeable thereon (or any Tax which would be chargeable thereon but for the availability of a Purchaser’s Relief (other than any Relief arising as a result of the payment of any amount to the Vendors’ Representative pursuant to this paragraph 7)).

CORRESPONDING SAVINGS AND THIRD PARTY RECOVERY. 7.1 8.1 If the Purchaser (acting reasonably and in good faith) confirms that any Tax Liability (or the Event giving rise to such Tax Liability or the discharge of it) which has resulted in a payment having become due been made by the Warrantors Whirlpool under this Schedule (or for breach of any of the “Applicable Tax Liability”) Warranties has given rise to a Relief (other than (i) a Purchaser’s Relief, (ii) or an entitlement to claim a Relief which has already been taken into account in computing the liability of any Warrantor under this Agreement, or (iii) a Relief which has already been taken into account under paragraph 7.3) which would not otherwise have arisen and which was not taken into account in calculating the amount payable by Whirlpool under this Schedule or for breach of any of the Tax Warranties, then: (a) the Buyer must procure that full details of the Relief or entitlement to claim a Relief are given in writing to Whirlpool as soon as reasonably practicable (and in any event within fifteen (15) Business Days after it or any other member of the Buyer’s Tax Group becomes aware that such a Relief or entitlement has arisen, then ); (b) the Buyer shall take (or shall procure that the relevant member of the Buyer’s Tax Group shall take) such action as Whirlpool may reasonably request to claim or otherwise obtain such Relief (keeping Whirlpool fully informed of the progress of any action taken and providing it with copies of all relevant correspondence and documentation); and (c) to the extent that a liability of a Group Company or the Purchaser to make an actual payment of Tax (or a liability in respect of which any Warrantor would not have been liable under this Schedule or under this Agreement (ignoring paragraph 1 (Financial Limits on Claims) and paragraph 2 (Time Limits on Claims) of Schedule 5) has been Tax is reduced as a result of the use or set-off of the Relief, the Purchaser shall either (i) reduce the amount to be deducted from any Milestone Consideration due to the Vendors in respect of the relevant Applicable Tax Liability by an amount equal to the Relevant Amount or (ii) to the extent that amounts in respect of the relevant Applicable Tax Liability have already been deducted from any Milestone Consideration due to the Vendors without taking into account any Relevant Amount, Buyer must pay to the Vendors’ Representative (Whirlpool on the date when the relevant Buyer or any other member of the Buyer’s Tax Group Company or Purchaser (as applicable) would have been under an obligation to make the reduced payment of Tax) an amount equal to the Relevant Amount. 7.2 For the purposes Tax or payment in respect of paragraph 7.1, the “Relevant Amount” is Tax an amount equal to the lower of: (ai) the amount by which the liability is reduced plus (in respect of a Group Company Relief which is a repayment of Tax) any interest or repayment supplement received in relation to the Purchaser to make an actual payment of Tax is reduced by the relevant Relief referred to in paragraph 7.1; Relief, and (bii) the amount due of the payment previously made by the Warrantors Whirlpool in respect of the Tax Liability liability (or the Event giving rise to such liability) giving rise to the Relief, save that the amount referred to above shall first be set off against any payment then due from Whirlpool under this Schedule or under the Tax Warranties. The Buyer shall procure that it or the relevant member of the Buyer’s Tax Group (as applicable) shall use its reasonable endeavours to obtain and utilise any such Relief (to which is, or is to be, satisfied out of, and deducted from, the Milestone Consideration)it may become entitled. 7.3 8.2 If the Warrantors Whirlpool at any time are liable pays to the Purchaser for Buyer an amount under paragraph 2 this Schedule or for breach of any of the Tax Warranties and an amount in respect the Buyer or any other member of such liability has been deducted from any Milestone Consideration due to the Vendors and the Purchaser or a Buyer’s Tax Group Company is or becomes entitled to recover from some other person (other than a member of the PurchaserBuyer’s Tax GroupGroup but including a Tax Authority) any sum sum, reimbursement or refund (including any set-off of such a sum, reimbursement or refund against any payment by a Whirlpool Europe Group Company to the relevant other person) in respect of the matter giving rise to the liability payment: (other than by reason a) the Buyer will (and will procure that the relevant member of the use or set-off of a PurchaserBuyer’s Relief or a Relief which has already been taken into account in computing the liability of any Warrantor under this Agreement or which has already been taken into account under paragraph 7.1)Tax Group, the Purchaser shall will) take all commercially reasonable steps to enforce such recovery as soon as reasonably practicable notify practicable; and (b) the Vendors’ Representative of its or the relevant Group Company’s entitlement and shall Buyer will, within three (and shall procure that the relevant Group Company shall (if applicable)), if so required by the Vendors’ Representative, at the cost of the Vendors and provided the Vendors shall have indemnified the Purchaser and the relevant Group Company on an after-Tax basis against all costs, losses or damages which may thereby be incurred, take all reasonable steps as requested by the Vendors’ Representative in writing to enforce such recovery, and the Purchaser shall (or the Purchaser shall procure that the relevant Group Company shall3) (provided such recovery (i) has not already been taken into account under paragraph 7.1, and (ii) has not already been taken into account in computing the liability of any Warrantor under this Agreement) within 5 Business Days of such recovery, pay to the Vendors’ Representative Whirlpool the lesser of: (ai) the sum so recovered by the Purchaser Buyer or the relevant member of the Buyer’s Tax Group Company (as applicable) from the other person (including sums recovered in respect of costs and any interest or repayment supplement received in respect of the sum recovered (to the extent that the interest or repayment supplement relates to the period following the payment by the Warrantors to the Purchaser)recovered, but less any costs of recovery not previously reimbursed and less any Tax chargeable on the sum recovered (or and less any Tax which would be chargeable thereon but for the availability part of a Purchaser’s Relief (other than that sum previously paid to Whirlpool under any Relief arising as a result provision of the payment of any amount to the Vendors’ Representative pursuant to this paragraph 7)Schedule); and (bii) the amount deducted from any Milestone Consideration due paid by Whirlpool to the Vendors in respect of the relevant liability Buyer under paragraph 2 this Schedule or for breach of any of the Tax Warranties as referred to above plus any interest or repayment supplement received in respect of the sum recovered to the extent that the interest or supplement is attributable to any period following the relevant deduction from the Milestone ConsiderationWarranties, less any Tax chargeable thereon (or any Tax which would be chargeable thereon but for the availability of a Purchaser’s Relief (other than any Relief arising as a result of the payment of any amount to the Vendors’ Representative pursuant to this paragraph 7))on such amount.

CORRESPONDING SAVINGS AND THIRD PARTY RECOVERY. 7.1 8.1 If the Purchaser (acting reasonably and in good faith) confirms that any Tax Liability which has resulted in a payment having become due been made by the Warrantors Sellers under this Schedule (Tax Covenant or for breach of any of the “Applicable Tax Liability”) Warranties has given rise to a Relief (other than (i) a PurchaserBuyer’s Relief, (ii) a Relief which has already been taken into account in computing the liability of any Warrantor under this Agreement, or (iii) a Relief which has already been taken into account under paragraph 7.3) which would not otherwise have arisen, then then: (a) the Buyer must procure that full details of such Relief are given to the Sellers as soon as reasonably practicable; and (b) to the extent that a liability of a Group Company or the Purchaser to make an actual payment of Tax (in respect of which any Warrantor would not have been liable under this Schedule or under this Agreement (ignoring paragraph 1 (Financial Limits on Claims) and paragraph 2 (Time Limits on Claims) of Schedule 5) has been is reduced as a result of the use or set-set off of the Relief, the Purchaser shall either (i) reduce the amount to be deducted from any Milestone Consideration due to the Vendors in respect of the relevant Applicable Tax Liability by an amount equal to the Relevant Amount or (ii) to the extent that amounts in respect of the relevant Applicable Tax Liability have already been deducted from any Milestone Consideration due to the Vendors without taking into account any Relevant Amount, Buyer must pay to the Vendors’ Representative (Sellers on the date when the Buyer or any relevant Target Group Company or Purchaser (as applicable) would have been under an obligation to make the reduced payment of Tax) an amount equal to the Relevant Amount. 7.2 For the purposes of paragraph 7.1, the “Relevant Amount” is tax an amount equal to the lower of: (ai) the amount by which the liability of a Group Company or the Purchaser to make an actual payment of Tax is reduced by the relevant Relief referred to in paragraph 7.1reduced; and (bii) the amount due of the payment previously made by the Warrantors Sellers in respect of the Tax Liability giving rise to the Relief, and, for these purposes, any Relief as is referred to in this paragraph 8.1 shall be deemed, insofar as legally possible, to be used in priority to any other Relief and the Sellers shall be entitled to require that the relevant Target Group Company’s auditors (acting as experts and not arbitrators) shall certify the amount and date of use of the relief, which iscertification shall, or is to bein the absence of manifest error, satisfied out of, be final and deducted from, binding on the Milestone Consideration)parties. 7.3 8.2 If the Warrantors Sellers at any time are liable pay to the Purchaser for Buyer an amount under paragraph 2 this Tax Covenant or for breach of any of the Tax Warranties and an amount in respect of such liability has been deducted from any Milestone Consideration due to the Vendors and the Purchaser Buyer or a Target Group Company or any other member of the Buyer’s Tax Group is or becomes entitled to recover from some other person (other than a member of the PurchaserBuyer’s Tax GroupGroup but including any Tax Authority) any a sum in respect of the matter giving rise to the liability payment (other than by reason of the use or set-set off of a PurchaserBuyer’s Relief or a Relief which has already been taken into account in computing the liability of any Warrantor under this Agreement or which has already been taken into account under paragraph 7.1Relief), the Purchaser shall as soon as reasonably practicable notify the Vendors’ Representative of its or the relevant Group Company’s entitlement and shall (and shall procure that the relevant Group Company shall (if applicable))Buyer, if so required by the Vendors’ RepresentativeSellers, at will (and will procure that the cost relevant Target Group Company or member of the Vendors and provided the Vendors shall have indemnified the Purchaser and the relevant Buyer’s Tax Group Company on an after-Tax basis against all costs, losses or damages which may thereby be incurred, will) take all reasonable steps as requested by the Vendors’ Representative in writing to enforce such recoverythe recovery (provided that neither the relevant Target Group Company nor the Buyer nor the relevant member of the Buyer’s Tax Group will be obliged to take any action which it reasonably considers to be prejudicial to its interests), and the Purchaser shall (or the Purchaser shall procure that the relevant Group Company shall) (provided such recovery (i) has not already been taken into account under paragraph 7.1, and (ii) has not already been taken into account in computing the liability of any Warrantor under this Agreement) Buyer must within 5 two Business Days of such the recovery, pay to the Vendors’ Representative Sellers the lesser of: (a) the sum so recovered by the Purchaser Buyer or the relevant Target Group Company or the member of the Buyer’s Tax Group (as applicable) from the other person (including sums recovered in respect of costs and any interest or repayment supplement received in respect of the sum recovered (to the extent that the interest or repayment supplement relates to the period following the payment by the Warrantors to the Purchaser)recovered, but less any costs of recovery not previously reimbursed and less any Tax chargeable on the sum recovered (or any Tax which would be chargeable thereon but for the availability of a Purchaser’s Relief (other than any Relief arising as a result of the payment of any amount to the Vendors’ Representative pursuant to this paragraph 7)recovered); and (b) the amount deducted from any Milestone Consideration due paid by the Sellers to the Vendors in respect of the relevant liability under paragraph 2 or for breach of any of the Tax Warranties Buyer as referred to above plus any interest or repayment supplement received in respect of the sum recovered recovered, less any Tax chargeable thereon, to the extent that the interest or repayment supplement is attributable to any period following the relevant deduction from payment by the Milestone Consideration, less any Tax chargeable thereon (or any Tax which would be chargeable thereon but for the availability of a Purchaser’s Relief (other than any Relief arising as a result of the payment of any amount Sellers to the Vendors’ Representative pursuant Buyer as referred to this paragraph 7))above.

CORRESPONDING SAVINGS AND THIRD PARTY RECOVERY. 7.1 8.1 If the Purchaser (acting reasonably and in good faith) confirms that any Tax Liability which has resulted in a payment having become due been made by the Warrantors Seller under this Schedule (Tax Covenant or for breach of any of the “Applicable Tax Liability”) Warranties has given rise to a Relief (other than (i) a Purchaser’s Relief, (ii) a Relief which has already been taken into account in computing the liability of any Warrantor under this Agreement, or (iii) a Relief which has already been taken into account under paragraph 7.3) which would not otherwise have arisen, then then: (a) the Purchaser shall procure that full details of such Relief are given to the Seller as soon as reasonably practicable; and (b) to the extent that a liability of a Group Company or the Purchaser to make an actual payment of Tax (in respect of which any Warrantor would not have been liable under this Schedule or under this Agreement (ignoring paragraph 1 (Financial Limits on Claims) and paragraph 2 (Time Limits on Claims) of Schedule 5) has been is reduced as a result of the use or set-set off of the such Relief, the Purchaser shall either (i) reduce the amount to be deducted from any Milestone Consideration due to the Vendors in respect of the relevant Applicable Tax Liability by an amount equal to the Relevant Amount or (ii) to the extent that amounts in respect of the relevant Applicable Tax Liability have already been deducted from any Milestone Consideration due to the Vendors without taking into account any Relevant Amount, pay to the Vendors’ Representative (Seller on the date when the relevant Purchaser or any Group Company or Purchaser (as applicable) Member would have been under an obligation to make the payment so reduced payment of Tax) an amount equal to the Relevant Amount. 7.2 For the purposes of paragraph 7.1, the “Relevant Amount” is an amount equal to the lower of: (a) of the amount by which such liability is so reduced and the liability amount of a Group Company or the Purchaser to make an actual payment of Tax is reduced previously made by the relevant Relief referred to in paragraph 7.1; and (b) the amount due by the Warrantors Seller in respect of the Tax Liability giving rise to the Relief, and, for these purposes, any such Relief as is referred to in this paragraph 8.1 shall, insofar as legally possible, be used in priority to any other Relief (provided that the use of such Relief does not restrict the future availability of a Purchaser’s Relief) and the Seller shall be entitled, at its own expense, to require that the relevant Group Member’s auditors (acting as experts and not arbitrators) shall certify the amount and date of use of such Relief, which iscertification shall, or is to bein the absence of manifest error, satisfied out of, be final and deducted from, binding on the Milestone Consideration)parties. 7.3 8.2 If the Warrantors Seller at any time are liable pays to the Purchaser for an amount under paragraph 2 this Tax Covenant or for breach of any of the Tax Warranties and an amount in respect of such liability has been deducted from any Milestone Consideration due to the Vendors and the Purchaser or a Group Company Member or any other member of the Purchaser’s Group is or becomes entitled to recover from some other person (other than a member of the Purchaser’s Group but including any Tax GroupAuthority) any sum in respect of the matter giving rise to the liability such payment (other than by reason of the use or set-set off of a Purchaser’s Relief or a Relief which has already been taken into account in computing the liability of any Warrantor under this Agreement or which has already been taken into account under paragraph 7.1Relief), the Purchaser shall as soon as reasonably practicable notify the Vendors’ Representative of its or the relevant Group Company’s entitlement and shall (and shall procure that the relevant Group Company shall (if applicable))Purchaser, if so required by the Vendors’ RepresentativeSeller, will (and will procure that the relevant Group Member or member of the Purchaser’s Group will), at the cost of the Vendors Seller and provided upon the Vendors shall have indemnified Seller providing security to the reasonable satisfaction of the Purchaser and the relevant Group Company on an after-Tax basis against all costs, expenses, losses or damages which may thereby be incurred, take all reasonable steps as requested by the Vendors’ Representative in writing to enforce such recoveryrecovery (provided that neither the relevant Group Member nor the Purchaser nor the relevant member of the Purchaser’s Group shall be obliged to take any action which it reasonably considers to be prejudicial to its interests), and the Purchaser shall (or the Purchaser shall procure that the relevant Group Company shall) (provided such recovery (i) has not already been taken into account under paragraph 7.1, and (ii) has not already been taken into account in computing the liability of any Warrantor under this Agreement) within 5 2 Business Days of such recovery, pay to the Vendors’ Representative Seller the lesser of: (a) the sum so recovered by the Purchaser or the relevant Group Company Member or the member of the Purchaser’s Group (as applicable) from the such other person (including sums recovered in respect of costs and any interest or repayment supplement received in respect of the sum recovered (to the extent that the interest or repayment supplement relates to the period following the payment by the Warrantors to the Purchaser)recovered, but less any costs of recovery not previously reimbursed and less any Tax chargeable on the sum recovered (or any Tax which would be chargeable thereon but for the availability of a Purchaser’s Relief (other than any Relief arising as a result of the payment of any amount to the Vendors’ Representative pursuant to this paragraph 7)recovered); and (b) the amount deducted from any Milestone Consideration due paid by the Seller to the Vendors in respect of the relevant liability under paragraph 2 or for breach of any of the Tax Warranties Purchaser as referred to in paragraph 8.1 above plus any interest or repayment supplement received in respect of the sum recovered recovered, less any Tax chargeable thereon, to the extent that the such interest or repayment supplement is attributable to any period following the relevant deduction from payment by the Milestone Consideration, less any Seller to the Purchaser as referred to above. 8.3 Any amounts paid by the Seller under this Tax chargeable thereon (Covenant or any for breach of the Tax which would Warranties and subsequently refunded and/or set -off under this paragraph 8 shall be chargeable thereon but disregarded to the extent of the refund and/or set -off for the availability purpose of a Purchaser’s Relief (other than paragraph 4.1 above in the event of any Relief arising as a result further claim under this Tax Covenant or for breach of the payment of any amount to the Vendors’ Representative pursuant to this paragraph 7))Tax Warranties.

CORRESPONDING SAVINGS AND THIRD PARTY RECOVERY. 7.1 If the Purchaser (acting reasonably and in good faith) confirms that any Tax Liability which has resulted in a payment having become due been made by the Warrantors Seller under this Schedule (or for breach of any of the “Applicable Tax Liability”) Warranties has given rise to a Relief (other than (i) a Purchaser’s Relief, (ii) a Relief which would not otherwise have arisen and has already not been taken into account in computing calculating the liability of any Warrantor the Seller under this Agreement, or Deed: (iiia) a the Buyer must procure that full details of the Relief which has already been taken into account under paragraph 7.3are given to the Seller as soon as reasonably practicable; (b) which would not otherwise have arisen, then to the extent that a liability of a Group Company or the Purchaser Buyer to make an actual payment of Tax (in respect of which any Warrantor the Seller would not have been liable under this Schedule or under this Agreement the Tax Warranties (ignoring paragraph 1 (Financial Limits on Claims) and paragraph 2 (Time Limits on Claims) of Schedule 57)) has been is reduced as a result of the use or set-off of the Relief, the Purchaser shall either (i) reduce the amount to be deducted from any Milestone Consideration due to the Vendors in respect of the relevant Applicable Tax Liability by an amount equal to the Relevant Amount or (ii) to the extent that amounts in respect of the relevant Applicable Tax Liability have already been deducted from any Milestone Consideration due to the Vendors without taking into account any Relevant Amount, Buyer must pay to the Vendors’ Representative (Seller on the date when the Buyer or relevant Group Company or Purchaser (as applicable) would have been under an obligation to make the reduced payment of Tax) an amount equal to the Relevant Amount. 7.2 For the purposes of paragraph 7.1, the “Relevant Amount” is Tax an amount equal to the lower of: (ai) the amount by which the liability is reduced, plus (in respect of a Group Company Relief which is a repayment of Tax) any interest or repayment supplement received in relation to the Purchaser to make an actual payment of Tax is reduced by the relevant Relief referred to in paragraph 7.1Relief; and (bii) the amount due of the payment previously made by the Warrantors Seller in respect of the Tax Liability giving rise to the Relief (which isRelief, save that the amount referred to above shall first be applied to reduce or is eliminate any payment then due from the Seller to be, satisfied out of, and deducted from, the Milestone Consideration)Buyer under this Schedule or for breach of the Tax Warranties. 7.3 7.2 If the Warrantors Seller at any time are liable time: (a) pays to the Purchaser for Buyer an amount under paragraph 2 this Schedule or for breach of any of the Tax Warranties and an amount Warranties; or (b) has agreed in respect of writing that it is liable to pay such liability has been deducted from any Milestone Consideration due to the Vendors amount, and the Purchaser Buyer or a any Group Company is or becomes entitled to recover from some other person (other than a another member of the PurchaserBuyer’s Tax Group) any sum in respect of the matter giving rise to the liability (other than by reason payment, the Buyer shall notify the Seller in writing of the use or set-off existence of a Purchaser’s Relief or a Relief which has already been taken into account in computing the liability of any Warrantor under this Agreement or which has already been taken into account under paragraph 7.1), the Purchaser shall right to recover as soon as reasonably practicable notify the Vendors’ Representative of its or the relevant Group Company’s entitlement and shall (and shall procure that the relevant Group Company shall (if applicable)), if so required by the Vendors’ Representative, at the cost of the Vendors and provided the Vendors shall have indemnified the Purchaser and the relevant Group Company on an after-Tax basis against all costs, losses or damages which may thereby be incurred, must take all reasonable steps as requested by the Vendors’ Representative in writing to enforce such recovery, and recovery from that other person. 7.3 If the Purchaser shall (or the Purchaser shall procure that Seller has already paid the relevant Group Company shall) amount (provided such recovery (i) has not already been taken into account under as described in paragraph 7.17.2(a)), and (ii) has not already been taken into account in computing the liability of any Warrantor under this Agreement) Buyer shall within 5 five Business Days of such recovery, pay to the Vendors’ Representative Seller the lesser of: (a) the sum so recovered by the Purchaser Buyer or the relevant Group Company (as applicable) from the other person (including sums recovered in respect of costs and any interest or repayment supplement received in respect of the sum recovered (to the extent that the interest or repayment supplement relates to the period following the payment by the Warrantors to the Purchaser), but less any costs of recovery not previously reimbursed and less any Tax chargeable on the sum recovered (or any Tax which would be chargeable thereon but for the availability of a Purchaser’s Relief (other than any Relief arising as a result of the payment of any amount to the Vendors’ Representative pursuant to this paragraph 7)recovered); and (b) the amount deducted from any Milestone Consideration due paid by the Seller to the Vendors Buyer as referred to above. 7.4 If the Seller has yet to pay the relevant amount (as described in paragraph 7.2(b)), the amount recovered (including sums recovered in respect of the relevant liability under paragraph 2 or for breach of any of the Tax Warranties as referred to above plus costs and any interest or repayment supplement received in respect of the sum recovered recovered) will be set-off against any payment which the Seller would otherwise be liable to make to the extent that the interest or supplement is attributable to any period following the relevant deduction from the Milestone Consideration, less any Tax chargeable thereon (or any Tax which would be chargeable thereon but for the availability of a Purchaser’s Relief (other than any Relief arising as a result Buyer in respect of the payment of any amount matter giving rise to the Vendors’ Representative pursuant to this paragraph 7))payment.

CORRESPONDING SAVINGS AND THIRD PARTY RECOVERY. 7.1 8.1 If the Purchaser (acting reasonably and in good faith) confirms that any Tax Liability (or the Event giving rise to such Tax Liability or the discharge of it) which has resulted in a payment having become due been made by the Warrantors Ardutch under this Schedule (or for breach of any of the “Applicable Tax Liability”) Warranties has given rise to a Relief (other than (i) a Purchaser’s Relief, (ii) or an entitlement to claim a Relief which has already been taken into account in computing the liability of any Warrantor under this Agreement, or (iii) a Relief which has already been taken into account under paragraph 7.3) which would not otherwise have arisen and which was not taken into account in calculating the amount payable by Ardutch under this Schedule or for breach of any of the Tax Warranties, then: (a) the Buyer must procure that full details of the Relief or entitlement to claim a Relief are given in writing to Ardutch as soon as reasonably practicable (and in any event within fifteen (15) Business Days after it or any other member of the Buyer’s Tax Group becomes aware that such a Relief or entitlement has arisen, then ); (b) the Buyer shall take (or shall procure that the relevant member of the Buyer’s Tax Group shall take) such action as Ardutch may reasonably request to claim or otherwise obtain such Relief (keeping Ardutch fully informed of the progress of any action taken and providing it with copies of all relevant correspondence and documentation); and (c) to the extent that a liability of a Group Company or the Purchaser to make an actual payment of Tax (or a liability in respect of which any Warrantor would not have been liable under this Schedule or under this Agreement (ignoring paragraph 1 (Financial Limits on Claims) and paragraph 2 (Time Limits on Claims) of Schedule 5) has been Tax is reduced as a result of the use or set-off of the Relief, the Purchaser shall either (i) reduce the amount to be deducted from any Milestone Consideration due to the Vendors in respect of the relevant Applicable Tax Liability by an amount equal to the Relevant Amount or (ii) to the extent that amounts in respect of the relevant Applicable Tax Liability have already been deducted from any Milestone Consideration due to the Vendors without taking into account any Relevant Amount, Buyer must pay to the Vendors’ Representative (Ardutch on the date when the relevant Buyer or any other member of the Buyer’s Tax Group Company or Purchaser (as applicable) would have been under an obligation to make the reduced payment of Tax) an amount equal to the Relevant Amount. 7.2 For the purposes Tax or payment in respect of paragraph 7.1, the “Relevant Amount” is Tax an amount equal to the lower of: (ai) the amount by which the liability is reduced plus (in respect of a Group Company Relief which is a repayment of Tax) any interest or repayment supplement received in relation to the Purchaser to make an actual payment of Tax is reduced by the relevant Relief referred to in paragraph 7.1; Relief, and (bii) the amount due of the payment previously made by the Warrantors Xxxxxxx in respect of the Tax Liability liability (or the Event giving rise to such liability) giving rise to the Relief, save that the amount referred to above shall first be set off against any payment then due from Ardutch under this Schedule or under the Tax Warranties. The Buyer shall procure that it or the relevant member of the Buyer’s Tax Group (as applicable) shall use its reasonable endeavours to obtain and utilise any such Relief (to which is, or is to be, satisfied out of, and deducted from, the Milestone Consideration)it may become entitled. 7.3 8.2 If the Warrantors Ardutch at any time are liable pays to the Purchaser for Buyer an amount under paragraph 2 this Schedule or for breach of any of the Tax Warranties and an amount in respect the Buyer or any other member of such liability has been deducted from any Milestone Consideration due to the Vendors and the Purchaser or a Buyer’s Tax Group Company is or becomes entitled to recover from some other person (other than a member of the PurchaserBuyer’s Tax GroupGroup but including a Tax Authority) any sum sum, reimbursement or refund (including any set-off of such a sum, reimbursement or refund against any payment by a Ardutch Europe Group Company to the relevant other person) in respect of the matter giving rise to the liability payment: (other than by reason a) the Buyer will (and will procure that the relevant member of the use or set-off of a PurchaserBuyer’s Relief or a Relief which has already been taken into account in computing the liability of any Warrantor under this Agreement or which has already been taken into account under paragraph 7.1)Tax Group, the Purchaser shall will) take all commercially reasonable steps to enforce such recovery as soon as reasonably practicable notify practicable; and (b) the Vendors’ Representative of its or the relevant Group Company’s entitlement and shall Buyer will, within three (and shall procure that the relevant Group Company shall (if applicable)), if so required by the Vendors’ Representative, at the cost of the Vendors and provided the Vendors shall have indemnified the Purchaser and the relevant Group Company on an after-Tax basis against all costs, losses or damages which may thereby be incurred, take all reasonable steps as requested by the Vendors’ Representative in writing to enforce such recovery, and the Purchaser shall (or the Purchaser shall procure that the relevant Group Company shall3) (provided such recovery (i) has not already been taken into account under paragraph 7.1, and (ii) has not already been taken into account in computing the liability of any Warrantor under this Agreement) within 5 Business Days of such recovery, pay to the Vendors’ Representative Ardutch the lesser of: (ai) the sum so recovered by the Purchaser Buyer or the relevant member of the Buyer’s Tax Group Company (as applicable) from the other person (including sums recovered in respect of costs and any interest or repayment supplement received in respect of the sum recovered (to the extent that the interest or repayment supplement relates to the period following the payment by the Warrantors to the Purchaser)recovered, but less any costs of recovery not previously reimbursed and less any Tax chargeable on the sum recovered (or and less any Tax which would be chargeable thereon but for the availability part of a Purchaser’s Relief (other than that sum previously paid to Ardutch under any Relief arising as a result provision of the payment of any amount to the Vendors’ Representative pursuant to this paragraph 7)Schedule); and (bii) the amount deducted from any Milestone Consideration due paid by Xxxxxxx to the Vendors in respect of the relevant liability Buyer under paragraph 2 this Schedule or for breach of any of the Tax Warranties as referred to above plus any interest or repayment supplement received in respect of the sum recovered to the extent that the interest or supplement is attributable to any period following the relevant deduction from the Milestone ConsiderationWarranties, less any Tax chargeable thereon (or any Tax which would be chargeable thereon but for the availability of a Purchaser’s Relief (other than any Relief arising as a result of the payment of any amount to the Vendors’ Representative pursuant to this paragraph 7))on such amount.