Common use of RECOVERY FROM ANOTHER PERSON Clause in Contracts

RECOVERY FROM ANOTHER PERSON. 8.1 If the Purchaser is entitled to be paid an amount in respect of a Relevant Claim (including by way of a payment from the Escrow Account) and the Purchaser or any member of the Purchaser’s Group subsequently recovers or is or becomes entitled to recover from another person an amount which is referable to the matter giving rise to the claim, the Purchaser shall promptly after receiving such recovery or becoming entitled to receive such recovery notify the Sellers’ Representative, and: (a) if the Purchaser has already received an amount in satisfaction of such claim from a Seller or the Escrow Account and the amount so received in respect of such claim is more than the Sum Recovered (as defined in paragraph 8.2 below), the Purchaser shall promptly after receipt pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, the Sum Recovered; (b) if the Purchaser has already received an amount in satisfaction of such claim from a Seller or the Escrow Account and the amount so received in respect of such claim is less than or equal to the Sum Recovered, the Purchaser shall promptly after receipt pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, an amount equal to the amount received by the Purchaser from the relevant Seller or the Escrow Account in respect thereof; and (c) if the Purchaser has not already received an amount in satisfaction of such claim from a Seller or the Escrow Account, the amount of such claim to which the Purchaser would otherwise be entitled to receive from the relevant Seller or from the Escrow Account pursuant to Schedule 9 shall be reduced by and to the extent of the Sum Recovered. 8.2 For the purposes of paragraph 8.1 above, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person less all reasonable costs incurred by any member of the Purchaser’s Group in recovering the amount from the person.

RECOVERY FROM ANOTHER PERSON. 8.1 If 15.1 If, and to the Purchaser extent that, in respect of any matter which may give rise to a Claim, any member of the Buyer Group is entitled to claim under any policy of insurance (excluding the W&I Policy), the Buyer shall use commercially reasonable endeavours to take or shall procure that a member of the Buyer Group shall take action to make a claim under such policy; provided that all reasonable out-of-pocket costs incurred by the Buyer in making such claim shall be paid for the account of the relevant Seller(s) and provided further that the Buyer shall not be required to make such a claim where doing so would adversely affect the Buyer’s existing insurance coverage, result in a less favorable insurance position or negatively impact the Buyer’s insurance premiums or conditions in the future. 15.2 If a Seller pays or is obliged to pay to the Buyer or any member of the Buyer Group an amount in respect of a Relevant Claim (including by way of a payment from the Escrow Account) and the Purchaser Buyer or any member of the Purchaser’s Buyer Group subsequently recovers or is or becomes entitled to recover from another person (other than (i) a Tax Authority or (ii) pursuant to the W&I Policy) an amount which is referable to in respect of the matter giving rise to the claim, the Purchaser shall promptly after receiving such recovery or becoming entitled to receive such recovery notify the Sellers’ RepresentativeClaim, and: (a) if the Purchaser has relevant Seller(s) have already received paid an amount in satisfaction of that Claim, the Buyer shall promptly pay to the relevant Seller(s) (in their respective Relevant Proportions or in such claim from a Seller or the Escrow Account and proportions as the amount so received in respect of such claim is more than the Sum Recovered (as defined in paragraph 8.2 below), the Purchaser shall promptly after receipt pay to (i) the Seller who paid the amount in satisfaction of such claim or, (iithe Claim was borne by them) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, the Sum Recovered;; and (b) if the Purchaser has relevant Seller(s) have not already received paid an amount in satisfaction of such claim from a Seller or the Escrow Account and the amount so received in respect of such claim is less than or equal to the Sum Recovered, the Purchaser shall promptly after receipt pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, an amount equal to the amount received by the Purchaser from the relevant Seller or the Escrow Account in respect thereof; and (c) if the Purchaser has not already received an amount in satisfaction of such claim from a Seller or the Escrow Accountthat Claim, the amount of such claim to that Claim for which the Purchaser would otherwise be entitled to receive from the relevant Seller or from the Escrow Account pursuant to Schedule 9 Seller(s) are liable shall be reduced by and to the extent of the Sum Recovered. 8.2 15.3 For the purposes of paragraph 8.1 above15.1, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person less all reasonable costs incurred any Taxation computed by any reference to the amount recovered or recoverable from the person payable by a member of the Purchaser’s Buyer Group and less all costs and expenses properly incurred and documented by each member of the Buyer Group in recovering the amount from the personperson (including any insurance premium, deductible or co-payment and any increase thereto).

RECOVERY FROM ANOTHER PERSON. 8.1 7.1 If the Purchaser is entitled Warrantors pay or are subject to be paid an amount in respect of a Relevant Warranty Claim (including by way of under which they may become liable to pay and a payment from the Escrow Account) and the Purchaser or any member of the Group or Purchaser’s Group subsequently recovers or is or becomes entitled to recover from another person person, including an insurer (whether under the W&I policy or otherwise), an amount which is directly referable to the matter giving rise to the claimWarranty Claim, the Purchaser shall as soon as reasonably practicable notify the Warrantors and, if relevant, shall (at the cost of the Warrantors) procure that the relevant Group Company or member of the Purchaser’s Group shall take such action as the Warrantors may reasonably require to enforce the recovery against the person in question and: 7.1.1 if the Warrantors have already satisfied their liability in full under the Warranty Claim, the Purchaser shall promptly after receiving such recovery or becoming entitled pay to receive such recovery notify the Sellers’ Representative, Warrantors an amount equal to the lower of (i) the Sum Recovered and (ii) the liability under the Warranty Claim satisfied by the Warrantors; and: (a) 7.1.2 if the Purchaser has Warrantors have not already received paid an amount in satisfaction of such claim from a Seller or the Escrow Account and the amount so received in respect of such claim is more than the Sum Recovered (as defined in paragraph 8.2 below), the Purchaser shall promptly after receipt pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, the Sum Recovered; (b) if the Purchaser has already received an amount in satisfaction of such claim from a Seller or the Escrow Account and the amount so received in respect of such claim is less than or equal to the Sum Recovered, the Purchaser shall promptly after receipt pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, an amount equal to the amount received by the Purchaser from the relevant Seller or the Escrow Account in respect thereof; and (c) if the Purchaser has not already received an amount in satisfaction of such claim from a Seller or the Escrow AccountWarranty Claim, the amount of such claim to the Warranty Claim for which the Purchaser Warrantors would otherwise be entitled to receive from the relevant Seller or from the Escrow Account pursuant to Schedule 9 have been liable shall be reduced by and to the extent of the Sum Recovered; and 7.1.3 if the Warrantors have already part satisfied their liability under the Warranty Claim, the remainder of the liability under the Warranty Claim shall be deemed satisfied to the extent of the Sum Recovered and, if there is any balance of the Sum Recovered not required for that purpose, the Purchaser shall promptly pay to the Warrantors an amount equal to the lower of (i) that balance and (ii) the liability under the Warranty Claim satisfied by the Warrantors. 8.2 7.2 For the purposes of paragraph 8.1 above6.1, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person (whether by way of discount, credit, relief or otherwise) plus any interest in respect of the amount recovered from that person less all reasonable costs (including, without limitation, any Tax) incurred or suffered by any a member of the Purchaser’s Group in recovering or receiving the amount from the that person.

RECOVERY FROM ANOTHER PERSON. 8.1 If the Seller pays to the Purchaser is entitled to be paid an amount in respect of a Relevant Tax Claim (including by way of a payment from the Escrow Account) and the Purchaser or any member of the a Purchaser’s 's Group Undertaking subsequently recovers or is or becomes entitled to recover from another person an amount which is referable to the matter giving rise to the claimTax Claim, the Purchaser shall promptly after receiving such recovery or becoming entitled to receive such recovery notify the Sellers’ RepresentativeSeller in writing, and: 8.1.1 the Purchaser shall or shall procure that a Purchaser's Group Undertaking will take such action as the Seller may reasonably require (aat the cost of the Seller and provided that the Seller has first agreed (to the Purchaser’s reasonable satisfaction) to indemnify the relevant Purchaser’s Group Undertaking against all reasonable costs and expenses properly incurred in connection with the taking of such action) to enforce the recovery against the person in question; 8.1.2 if the Purchaser has already received an amount paid by the Seller in satisfaction of such claim from a Seller or the Escrow Account and the amount so received in respect of such claim Tax Claim is more than the Sum Recovered (as defined in paragraph 8.2 below)Recovered, the Purchaser shall promptly after receipt as soon as reasonably practicable, but in any event within five (5) Business Days, pay to (i) the Seller who paid the Sum Recovered; and 8.1.3 if the amount paid by the Seller in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, the Sum Recovered; (b) if the Purchaser has already received an amount in satisfaction of such claim from a Seller or the Escrow Account and the amount so received in respect of such claim Tax Claim is less than or equal to the Sum Recovered, the Purchaser shall promptly after receipt as soon as reasonably practicable, but in any event within five (5) Business Days, pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, an amount equal to the amount received paid by the Purchaser from the relevant Seller or the Escrow Account in respect thereof; and (c) if the Purchaser has not already received an amount in satisfaction of such claim from a Seller or the Escrow Account, the amount of such claim to which the Purchaser would otherwise be entitled to receive from the relevant Seller or from the Escrow Account pursuant to Schedule 9 shall be reduced by and to the extent of the Sum RecoveredSeller. 8.2 For the purposes of paragraph 8.1 above, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person including any interest in respect of the amount recovered from the person less any Tax computed by reference to the amount recovered and payable by a Purchaser's Group Undertaking and less all reasonable costs and expenses properly incurred by any member of the a Purchaser’s 's Group Undertaking in recovering the amount from the personperson and not already borne by the Seller in accordance with paragraph 8.1.1.

RECOVERY FROM ANOTHER PERSON. 8.1 If the Purchaser is entitled to be paid an amount in respect of a Relevant Claim (including by way of a payment from the Escrow Account) and the Purchaser or any member of the Purchaser’s Group subsequently recovers or is or becomes entitled to recover from another person an amount which is referable to the matter giving rise to the claim, the Purchaser shall promptly after receiving such recovery or becoming entitled to receive such recovery notify the Sellers’ Representative, and: (a) if the Purchaser has already received an amount in satisfaction of such claim from a Seller or the Escrow Account and the amount so received in respect of such claim is more than the Sum Recovered (as defined in paragraph 8.2 below), the Purchaser shall promptly after receipt pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, the Sum Recovered;Recovered; (b) if the Purchaser has already received an amount in satisfaction of such claim from a Seller or the Escrow Account and the amount so received in respect of such claim is less than or equal to the Sum Recovered, the Purchaser shall promptly after receipt pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, an amount equal to the amount received by the Purchaser from the relevant Seller or the Escrow Account in respect thereof; thereof; and (c) if the Purchaser has not already received an amount in satisfaction of such claim from a Seller or the Escrow Account, the amount of such claim to which the Purchaser would otherwise be entitled to receive from the relevant Seller or from the Escrow Account pursuant to Schedule 9 shall be reduced by and to the extent of the Sum Recovered. 8.2 For the purposes of paragraph 8.1 above, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person less all reasonable costs incurred by any member of the Purchaser’s Group in recovering the amount from the person.

RECOVERY FROM ANOTHER PERSON. 8.1 6.1 Neither the Buyer nor a Buyer’s Group Undertaking nor the Company shall be entitled to recover a loss from any Warrantor under or in connection with this Deed (whether by way of payment, reimbursement, restitution or indemnity) to the extent that the same loss has already been recovered by the Buyer from any other person (whether under any policy of insurance or compensation, damages or indemnity or otherwise). 6.2 If the Purchaser is entitled Warrantors pay to be paid the Buyer an amount in respect of a Relevant Claim (including by way of and a payment from the Escrow Account) and the Purchaser or any member of the PurchaserBuyer’s Group Undertaking subsequently recovers or is or becomes entitled to recover from another person an amount which is referable to the matter giving rise to the claim, the Purchaser shall promptly after receiving such recovery or becoming entitled to receive such recovery notify the Sellers’ Representative, and: (a) if the Purchaser has already received an amount in satisfaction of such claim from a Seller or the Escrow Account and the amount so received in respect of the liability or loss which is the subject of such claim Claim: 6.2.1 if the amount paid by the Warrantors in respect of the Claim is more than the Sum Recovered (as defined in paragraph 8.2 below)Recovered, the Purchaser Buyer shall promptly after receipt as soon as reasonably practicable pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, relevant Warrantors the Sum Recovered;; and (b) 6.2.2 if the Purchaser has already received an amount in satisfaction of such claim from a Seller or paid by the Escrow Account and the amount so received Warrantors in respect of such claim the Claim is less than or equal to the Sum Recovered, the Purchaser Buyer shall promptly after receipt immediately pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, relevant Warrantors an amount equal to the amount received paid by such Warrantors (less all costs properly incurred by the Purchaser Buyer’s Group Undertaking in seeking to recover such amount from the relevant Seller or the Escrow Account Warrantors, and less any Tax in respect thereof; and (c) if the Purchaser has not already received an amount in satisfaction of such claim from a Seller or the Escrow Account, the amount of such claim to which the Purchaser would otherwise be entitled to receive from the relevant Seller or from the Escrow Account pursuant to Schedule 9 shall be reduced by and to the extent of the Sum Recovered). 8.2 6.3 For the purposes of paragraph 8.1 above6.2 of this Schedule 3, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person less all reasonable costs properly incurred by the Buyer’s Group Undertaking in recovering such amount from any other person (excluding any costs incurred by any member of the Purchaser’s Group in recovering the seeking to recover such amount from the personWarrantors and less any Tax in respect thereof).

RECOVERY FROM ANOTHER PERSON. 8.1 If the Purchaser is entitled any Seller pays to be paid any Beneficiary an amount in respect of a Relevant Claim (including by way of a payment from the Escrow Account) and the Purchaser or any member of the Purchaser’s Group Company subsequently recovers or is or becomes entitled to recover from another person an amount which that is referable fully attributable to the matter giving rise to the claimClaim, the Purchaser shall promptly after receiving such recovery or becoming entitled to receive such recovery notify the Sellers’ Representativerelevant Seller and, if relevant, shall procure that any Company shall take such action as the Seller may reasonably require to enforce the recovery against the person in question; and: (a) 6.6.1 if the Purchaser relevant Seller has already received paid an amount in satisfaction of such claim from a Seller or the Escrow Account Claim and the amount so received paid by the Seller in respect of such claim the Claim is more than the Sum Recovered (as defined in paragraph 8.2 below)sum effectively recovered, the Purchaser shall promptly after receipt immediately pay to (i) the Seller who paid the amount effectively recovered less any costs and disbursements incurred by the Purchaser or any of the Companies in satisfaction of such claim or, (ii) connection with the recovery; 6.6.2 if the Purchaser received payment of relevant Seller has already paid an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, the Sum Recovered; (b) if the Purchaser has already received an amount in satisfaction of such claim from a Seller or the Escrow Account Claim and the amount so received paid by the Seller in respect of such claim the Claim is less than or equal to the Sum Recoveredsum effectively recovered, the Purchaser shall promptly after receipt pay to (i) immediately refund the Seller who paid the amount paid by the Seller less any costs and disbursements incurred by the Purchaser or any of the Companies in satisfaction of such claim or, (ii) connection with the recovery; if the sum effectively recovered from the third party includes interests, the Buyer shall refund the amount paid by the Seller increased with interest from the date of the payment by the Seller until the date of effective recovery at a rate equal to the rate applied to the sum recovered by the Purchaser received payment of and accrued daily; and 6.6.3 if the Sellers have not already paid an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, an amount equal to the amount received by the Purchaser from the relevant Seller or the Escrow Account in respect thereof; and (c) if the Purchaser has not already received an amount in satisfaction of such claim from a Seller or the Escrow AccountClaim, the amount of such claim to the Claim for which the Purchaser Sellers would otherwise be entitled to receive from the relevant Seller or from the Escrow Account pursuant to Schedule 9 have been liable shall be reduced by and to the extent of the Sum Recovered. 8.2 For sum effectively recovered less any costs and disbursements incurred by the purposes of paragraph 8.1 above, “Sum Recovered” means an amount equal to the total Purchaser or any of the amount recovered from Companies in connection with the other person less all reasonable costs incurred by any member of the Purchaser’s Group in recovering the amount from the personrecovery.

RECOVERY FROM ANOTHER PERSON. 8.1 9.1 If the Purchaser is entitled to be paid an amount in respect of a Relevant Claim (including by way of a payment from the Escrow Account) and the Purchaser Buyer or any member of the Purchaser’s Buyer's Group subsequently recovers receives (whether by payment, discount, credit, relief or is otherwise) from a third party a sum which would not have been received but for the matter or becomes entitled to recover from another person an amount which is referable circumstance giving rise to the relevant Principal Warranty Claim before the Principal Warranty Claim is settled, such sum (less any reasonable costs incurred in obtaining such sum and less any Taxation attributable to the recovery after taking account of any tax relief available in respect of any matter giving rise to the claimPrincipal Warranty Claim) shall to that extent reduce or satisfy, as the Purchaser shall promptly after receiving case may be, such recovery or becoming entitled to receive such recovery notify Principal Warranty Claim. 9.2 If the Sellers’ Representative, and: Sellers resolve a Principal Warranty Claim in accordance with paragraph 1.1(a) which results in the number of Retained Consideration Shares being reduced in accordance with clauses 4.5-4.7 and the Buyer subsequently within six months of the Principal Warranty Claim being so determined (a) if the Purchaser has already received an amount in satisfaction last day of such claim 6 month period being the "Settlement Date") receives from a Seller third party a sum which would not have been received but for the matter or circumstance giving rise to the Escrow Account relevant Principal Warranty Claim and receipt of this amount was not taken into account when settling the amount so Principal Warranty Claim, then the Buyer shall within 5 Business Days of the Settlement Date issue such number of the balance (if any) of the Retained Consideration Shares as is equal to the number obtained by dividing such sum received by the Buyer (less any reasonable costs incurred in obtaining such sum and less any Taxation attributable to the recovery after taking account of any tax relief available in respect of such claim is more than the Sum Recovered (as defined in paragraph 8.2 below), the Purchaser shall promptly after receipt pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, the Sum Recovered; (b) if the Purchaser has already received an amount in satisfaction of such claim from a Seller or the Escrow Account and the amount so received in respect of such claim is less than or equal any matter giving rise to the Sum Recovered, the Purchaser shall promptly after receipt pay Principal Warranty Claim) (subject to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, an a maximum amount equal to the amount received Principal Warranty Claim settled) by the Purchaser from the relevant Seller or the Escrow Account in respect thereof; and (c) if the Purchaser has not already received an amount in satisfaction of such claim from a Seller or the Escrow Account, the amount of such claim to which the Purchaser would otherwise be entitled to receive from the relevant Seller or from the Escrow Account pursuant to Schedule 9 shall be reduced by and to the extent of the Sum RecoveredIssue Price. 8.2 For the purposes of paragraph 8.1 above, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person less all reasonable costs incurred by any member of the Purchaser’s Group in recovering the amount from the person.

RECOVERY FROM ANOTHER PERSON. 8.1 7.1 If the Purchaser is entitled Warrantors pay to be paid the Buyer an amount in respect of a Relevant Claim (including by way of a payment from the Escrow Account) and the Purchaser any Buyer’s Group Undertaking or any member of the Purchaser’s Group Company subsequently recovers or is or becomes entitled to recover from another person an amount which is referable to the matter giving rise to the claimClaim, the Purchaser Buyer shall promptly after receiving such recovery or becoming entitled to receive such recovery immediately notify the Sellers’ RepresentativeWarrantors and, if relevant, shall (subject to the Warrantors indemnifying the Buyer and the Group against any and all reasonable Losses which may be suffered or incurred by the Buyer or the Group) procure that such Group Company shall take such action as the Sellers may reasonably require to enforce the recovery against the person in question; and: (a) if the Purchaser has Warrantors have already received paid an amount in satisfaction of such claim from a Seller or the Escrow Account Claim and the amount so received paid by the Warrantors in respect of such claim the Claim is more than the Sum Recovered (as defined in paragraph 8.2 below)Recovered, the Purchaser Buyer shall promptly after receipt immediately pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, Sellers the Sum Recovered; (b) if the Purchaser has Warrantors have already received paid an amount in satisfaction of such claim from a Seller or the Escrow Account Claim and the amount so received paid by the Warrantors in respect of such claim the Claim is less than or equal to the Sum Recovered, the Purchaser Buyer shall promptly after receipt immediately pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, Warrantors an amount equal to the amount received paid by the Purchaser from the relevant Seller or the Escrow Account Warrantors in respect thereofof the Claim; and (c) if the Purchaser has Warrantors have not already received paid an amount in satisfaction of such claim from a Seller or the Escrow AccountClaim, the amount of such claim to the Claim for which the Purchaser Warrantors would otherwise be entitled to receive from the relevant Seller or from the Escrow Account pursuant to Schedule 9 have been liable shall be reduced by and to the extent of the Sum Recovered. 8.2 7.2 For the purposes of paragraph 8.1 above7.1, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person plus any interest in respect of the amount recovered from the person less any Tax computed by reference to the amount recovered from the person payable by a Buyer’s Group Undertaking and less all reasonable costs incurred by any member of the Purchasera Buyer’s Group Undertaking in recovering the amount from the relevant person.

RECOVERY FROM ANOTHER PERSON. 8.1 If the Purchaser is entitled Seller pays to be paid the Buyer an amount in respect of a Relevant Claim (including by way of a payment from the Escrow Account) and the Purchaser Buyer or any member of the Purchaser’s Group Company subsequently recovers or is or becomes entitled to recover from another person an amount which is referable to the matter giving rise to the claimRelevant Claim, the Purchaser Buyer shall promptly after receiving such recovery or becoming entitled to receive such recovery immediately notify the Sellers’ RepresentativeSeller and, if relevant, shall (at the cost of the Seller) procure that the Company shall take such action as the Seller may reasonably require to enforce the recovery against the person in question; and: (a) 8.1.1 if the Purchaser Seller has already received paid an amount in satisfaction of such claim from a Seller or the Escrow Account Relevant Claim and the amount so received paid by the Seller in respect of such claim the Relevant Claim is more than the Sum Recovered (as defined in paragraph 8.2 below)Recovered, the Purchaser Buyer shall promptly after receipt immed- iately pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) Sum Recovered; 8.1.2 if the Purchaser received payment of Seller has already paid an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, the Sum Recovered; (b) if the Purchaser has already received an amount in satisfaction of such claim from a Seller or the Escrow Account Relevant Claim and the amount so received paid by the Seller in respect of such claim the Relevant Claim is less than or equal to the Sum Recovered, the Purchaser Buyer shall promptly after receipt immediately pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, an amount equal to the amount received paid by the Purchaser from the relevant Seller or the Escrow Account in respect thereofSeller; and (c) 8.1.3 if the Purchaser Seller has not already received paid an amount in satisfaction of such claim from a Seller or the Escrow AccountRelevant Claim, the amount of such claim to the Relevant Claim for which the Purchaser Seller would otherwise be entitled to receive from the relevant Seller or from the Escrow Account pursuant to Schedule 9 have been liable shall be reduced by and to the extent of the Sum Recovered. 8.2 For the purposes of paragraph 8.1 above8.1, “"Sum Recovered” " means an amount equal to the total of the amount recovered from the other person less any Tax computed by reference to the amount recovered from the person payable by a member of the Buyer's Group and less all reasonable costs incurred by any member of the Purchaser’s a Buyer's Group Undertaking in recovering the amount from the person.