Common use of Recovery from Insurers and other Third Parties Clause in Contracts

Recovery from Insurers and other Third Parties. 6.1 If, in respect of any matter which would give rise to a claim under the Warranties, any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claim, then no such matter shall be the subject of a claim under the Warranties unless and until the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its insurers and used reasonable endeavours to pursue such claim. If the Purchaser or any member of the Purchaser’s Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 Where any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a third party (other than an insurer under an insurance policy referred to under paragraph 6.1) any sum in respect of any matter giving rise to a claim under the Warranties, the Purchaser or Seller shall, and shall procure that the relevant member of its Group or Retained Group (as the case may be) shall, take reasonable steps to enforce such recovery. If any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from such other person, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon). 6.3 If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such Seller to the Purchaser or other Seller.

Recovery from Insurers and other Third Parties. 6.1 (A) If, in respect of any matter which would give rise to a claim under the Warranties, Warranties any member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance (other than an insurance claim with no reasonable prospect of success) then, having notified the Vendor of the claim in respect of any matter or event writing in accordance with PARAGRAPH 2, the Purchaser shall not further pursue that is likely to give rise to a claim, then no such matter shall be the subject of a claim under the Warranties unless and until the appropriate member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its insurers and used all reasonable endeavours to pursue such insurance claim including where reasonable and appropriate commencing and prosecuting proceedings against insurers. There shall be no liability under the Warranties to the extent of the amount recovered under any such insurance claim except to the extent: (i) of the reasonable costs and expenses and any Taxation incurred or suffered by any member of the Purchaser's Group in connection with the recovery; and/or (ii) that the future insurance costs of the Purchaser or any other member of the Purchaser's Group are increased by the matter giving rise to the insurance claim or the claim itself. (B) If having notified the Vendor of the relevant claim in writing in accordance with PARAGRAPH 2 and (a) having used all reasonable endeavours to pursue an insurance claim as contemplated by SUB-PARAGRAPH (A), or (b) by the second anniversary of the notification by the Purchaser to the Vendor in writing of the relevant Warranty claim. If , the Purchaser (or the relevant other member of the Purchaser's Group) shall not have recovered the full amount of its loss in respect of the relevant matter, the provisions of PARAGRAPH 2 and PARAGRAPH 5 shall not preclude it from pursuing any claim under the Warranties in respect of such matter for the amount of the loss not recovered from insurers and the proviso to PARAGRAPH 2 shall not apply to such claim; PROVIDED that in the circumstances set out in (b) above, the provisions of this SUB-PARAGRAPH 5(B) shall not limit in any way the obligations of the Purchaser or any member of the Purchaser’s 's Group shall recover any amount from under SUB-PARAGRAPH (A) to pursue such insurance claim, . The provisions of SUB-PARAGRAPH (A) shall not prejudice the amount ability of the Purchaser to recover interest in respect of any claim against under the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance)Warranties. 6.2 (C) Where the Purchaser or any member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a some third party (other than party, not being an insurer under an insurance policy referred to under paragraph 6.1) or the Vendor or any member of the Vendor's Group, any sum in respect of any matter giving rise to a claim under the Warranties, the Purchaser shall, and shall procure that the member of the Purchaser's Group concerned shall, take all reasonable steps to make such recovery and in the event that the Purchaser or Seller any member of the Purchaser's Group shall recover any amount from such third party prior to any member of the Vendor's Group paying to the Purchaser or any member of the Purchaser's Group any amount pursuant to the relevant claim under the Warranties, the amount of the claim under the Warranties shall be reduced by the amount recovered (except to the extent that such recovery had been taken into account in the formulation of the claim under the Warranties and except to the extent of the reasonable costs and expenses and any Taxation incurred or suffered by any member of the Purchaser's Group in connection with the recovery), provided that the Purchaser shall not be required to commence any legal proceedings where either: (i) the Purchaser has effected a valid legal assignment of all its rights in relation to the relevant claim to the Vendor; or (ii) where SUB-PARAGRAPH (C)(i) does not apply, the Vendor has not as soon as is reasonably practicable notified the relevant party against whom such proceedings are brought that such proceedings are being brought at the instruction of the Vendor. For the avoidance of doubt, the provisions of this SUB-PARAGRAPH (C) shall not require the Purchaser or any member of the Purchaser's Group to take any steps to recover sums from a third party prior to taking any action against the Vendor, the Share Seller, the US Business Seller, the IP Assets Sellers or any of them and shall not require the Purchaser or any member of the Purchaser's Group to take, permit or omit from taking any step or action to recover sums from a third party to the extent that the taking, permitting or omission of the relevant step or action would have an adverse effect on any trading relationship or the goodwill of any relevant member of the Purchaser's Group or the US Business which would, in either case, be material to the Transferring Business. (D) If any member of the Vendor's Group pays at any time to the Purchaser or any member of the Purchaser's Group an amount pursuant to a claim in respect of the Warranties and the Purchaser or relevant member of the Purchaser's Group subsequently recovers from a third party (including, for the avoidance of doubt, any insurer, but excluding the Vendor or a member of the Vendor's Group) any sum in respect of any matter giving rise to such claim, the Purchaser shall, and shall procure that the relevant member of its the Purchaser's Group or Retained Group (as the case may be) shall, take reasonable steps repay to enforce such recovery. If any the relevant member of the Purchaser’s Vendor's Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from such other person, the amount lesser of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon). 6.3 If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such Seller the relevant member of the Vendor's Group to the Purchaser or other Sellermember of the Purchaser's Group, and (ii) the sum (including interest (if any)) recovered from such third party LESS (a) the reasonable costs and expenses and any Taxation incurred or suffered by the relevant member of the Purchaser's Group in connection with such recovery and (b) any amount (other than insurance premium) paid to any insurer pursuant to any rights of subrogation or otherwise under any relevant insurance policy or policies in connection with such recovery.

Recovery from Insurers and other Third Parties. 6.1 5.1 If, in respect of any matter which would give rise to a claim under the Warranties, any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claiminsurance, then no such matter shall be the subject of a claim under the any such Warranties unless and until the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its insurers and used all reasonable endeavours to pursue such claim. If claim and any such insurance claim shall then reduce by the amount recovered or extinguish any such claims under any such Warranties. 5.2 Where the Purchaser or any member of the Purchaser’s Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 Where any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a third party (some other than an insurer under an insurance policy referred to under paragraph 6.1) person any sum in respect of any matter giving rise to a claim under the Warranties, the Purchaser or Seller shall, and shall procure that the relevant member of its the Purchaser’s Group or Retained Group (as the case may be) concerned shall, take all reasonable steps to enforce such recovery. If recovery prior to taking action against the Seller (other than to notify the Seller of such claim) and, in the event that the Purchaser or any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from such other person, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon)recovered. 6.3 5.3 If a the Seller has paid an amount in discharge or any other member of the GSK Group pays at any claim against that Seller under this Agreement for breach of any Warranty and subsequently time to the Purchaser or any member of the Purchaser’s Group an amount pursuant to a claim in respect of the Warranties or relevant Seller’s Retained Group (as under any provision of this Agreement and the case may be) recovers (whether by payment, discount, credit, relief, insurance Purchaser or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) subsequently recovers from some other person any sum in respect of the loss or liability which is the subject any matter of the giving rise to such claim, the Purchaser or shall, and shall procure that the other Seller (as relevant member of the case may be) shall pay Purchaser’s Group shall, repay to the relevant Seller as soon as practicable after receipt an amount equal to the lesser of (i) the sum recovered from amount paid by the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered Seller (or Tax that would have been payable on such amounts but for other member of the availability GSK Group) to the Purchaser or relevant member of any Tax relief), or if less the Purchaser’s Group and (ii) the amount previously paid by sum (including interest (if any)) recovered from such Seller to the Purchaser or other Sellerperson, less any Tax thereon.

Recovery from Insurers and other Third Parties. 6.1 (a) If, in respect of any matter which would give rise to a claim under the WarrantiesClaim, any member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claiminsurance, then no such matter shall be the subject of a claim under Claim other than to notify the Warranties Unilever Parents of such Claim unless and until the appropriate member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its insurers in respect of such policies and used all reasonable endeavours to pursue such claim. If claim and any such insurance claim shall then reduce by the amount recovered or extinguish any such Claims (in each case net of any out-of-pocket expenses (including any deductible or legal expenses)). (b) Where the relevant Purchaser or any member of the Purchaser’s 's Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 Where any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a third party (some other than an insurer under an insurance policy referred to under paragraph 6.1) person any sum in respect of any matter giving rise to a claim under the WarrantiesClaim, the relevant Purchaser or Seller shall, and shall procure that the relevant member of its the Purchaser's Group or Retained Group (as the case may be) concerned shall, take all reasonable steps to enforce such recovery. If recovery prior to taking action against the Unilever Parents (other than to notify the Unilever Parents of such claim) or any other member of the Unilever Group and, in the event that the relevant Purchaser or any member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from such other person, the amount of the claim against the relevant Seller Unilever Parents or any other member of the Unilever Group shall be reduced by the amount so recovered (less provided that the relevant Purchaser shall not be required to commence any legal proceedings where either: (i) the relevant member of the Purchaser's Group has validly assigned all reasonable costs of recovery and its rights in relation to the relevant claim to the relevant Unilever Parent in a manner which entitles the relevant Unilever Parent to the same benefits in respect of such rights as the relevant member of the Purchaser's Group had; or (ii) where sub paragraph (b)(i) does not apply or any Tax thereon)Unilever Parent otherwise requests, the relevant Unilever Parent has not notified the relevant party against whom such proceedings are brought that such proceedings are being brought at the instruction of the relevant Unilever Parent. 6.3 (c) If a Seller has paid an amount in discharge the Unilever Parents or any other member of the Unilever Group or any claim against that Seller under this Agreement for breach of them pays at any Warranty and subsequently time to the Purchaser or any member of the Purchaser’s 's Group an amount pursuant to a Claim which has been admitted by the Unilever Parents or proven by a final judgment in a court of competent jurisdiction and the Purchaser or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) subsequently recovers from some other person any sum in respect of the loss or liability which is the subject any matter of the claimgiving rise to such Claim, the Purchaser or shall, and shall procure that the other Seller (as relevant member of the case may be) shall pay Purchaser's Group shall, repay to the relevant Seller as soon as practicable after receipt an amount equal to Unilever Parent the lesser of (i) the sum recovered from amount paid by the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered Unilever Parents (or Tax that would have been payable on such amounts but for the availability relevant one of any Tax relief), or if less (iithem) the amount previously paid by such Seller to the Purchaser or other Sellermember of the Purchaser's Group and (ii) the sum (including interest (if any) less any Tax chargeable in respect of the sum recovered or the interest) recovered from such other person, taking account of all costs, charges, expenses and Tax incurred thereon by the Purchaser or any other member of the Purchaser's Group recovering that sum.

Recovery from Insurers and other Third Parties. 6.1 (A) If, in respect of any matter which would give rise to a claim under the Warranties, any member of the Purchaser’s 's Group is entitled (or would have been so entitled had any of them maintained in force the policies of insurance maintained by or on behalf of the relevant Seller’s Retained member of the Group (as the case may beimmediately prior to Completion or policies providing equivalent cover thereto) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claiminsurance, then no such matter shall be the subject of a claim under the Warranties unless and until the appropriate member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its insurers and used all reasonable endeavours to pursue such claim. If claim and any such insurance claim (or any claim which could have been made had such policies or their equivalents been maintained as aforesaid) shall then reduce by the amount recovered or extinguish any such claims under the Warranties. (B) Where the Purchaser or any member of the Purchaser’s 's Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 Where any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a third party (some other than an insurer under an insurance policy referred to under paragraph 6.1) person any sum in respect of any matter giving rise to a claim under the Warranties (other than the Tax Warranties, to which the provisions of Clause 5 of the Tax Covenant shall apply) the Purchaser or Seller shall, and shall procure that the relevant member of its the Purchaser's Group or Retained Group (as the case may be) concerned shall, take all reasonable steps to enforce such recovery. If recovery prior to taking action against the Seller (other than to notify the Seller of the claim against the Seller) and, in the event that the Purchaser or any member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from such other person, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon)recovered. 6.3 (C) If a the Seller has paid an amount in discharge of pays at any claim against that Seller under this Agreement for breach of any Warranty and subsequently time to the Purchaser or any member of the Purchaser’s 's Group an amount pursuant to a claim in respect of the Warranties (other than the Tax Warranties, to which the provisions of Clause 5 of the Tax Covenant shall apply) or relevant Seller’s Retained Group (as under any provision of this Agreement and the case may be) recovers (whether by payment, discount, credit, relief, insurance Purchaser or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) subsequently recover from some other person any sum in respect of the loss or liability which is the subject any matter of the giving rise to such claim, the Purchaser or shall, and shall procure that the other Seller (as member of the case may be) shall pay Purchaser's Group repay to the relevant Seller as soon as practicable after receipt an amount equal to the lesser of (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such the Seller to the Purchaser or other Sellermember of the Purchaser's Group and (ii) the sum (including interest (if any)) recovered from such other person.

Recovery from Insurers and other Third Parties. 6.1 (A) If, in respect of any matter which would give rise to a claim under the WarrantiesClaim, any member of the Purchaser’s Purchasers’ Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claiminsurance, then no such matter the Purchasers shall be the subject of a claim under the Warranties unless and until procure that the appropriate member of the Purchaser’s Purchasers’ Group or relevant Seller’s Retained Group (shall, as the case may be) shall have made part of its obligation to mitigate, make a claim against its insurers and used use reasonable endeavours to pursue such claim. claim and any such insurance claim shall then extinguish or reduce by the amount so recovered the Seller(s)’s liability in respect of any such Claims less all reasonable costs of recovery and any Taxation thereon. (B) If any Seller pays at any time to the Purchaser Purchasers or any member of the Purchaser’s Purchasers’ Group shall recover any an amount from such insurance claim, the amount pursuant to a Claim in respect of the claim against Warranties or under any provision of this Agreement and a Purchaser or the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 Where any relevant member of the Purchaser’s Purchasers’ Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover subsequently recovers from a third party (some other than an insurer under an insurance policy referred to under paragraph 6.1) person any sum in respect of any matter giving rise to a claim under as compensation for the Warrantiessame loss, the Purchaser or Seller Purchasers shall, and shall procure that the relevant member of its the Purchasers’ Group or Retained Group shall promptly repay to the relevant Seller(s) (as in the case may beof a Claim against more than one Seller, as between the Sellers pro rata to the amount paid by each such Seller) shall, take reasonable steps the lesser of (i) the amount paid by the Seller(s) to enforce such recovery. If any the Purchasers or relevant member of the Purchaser’s Purchasers’ Group or relevant and (ii) the sum (including interest (if any) from the time of the Seller’s Retained Group (as the case may bepayment) shall recover any amount recovered from such other person, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (person less (i) all reasonable costs of recovery and (ii) any Tax Taxation payable thereon). 6.3 (C) If any amount is repaid to any Seller or Sellers by a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently Purchaser or any member of the Purchaser’s Purchasers’ Group or relevant Seller’s Retained Group pursuant to sub-paragraph 6(B) above: (as the case may bei) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would amount so repaid shall be deemed never to have been payable on paid by such amounts but Seller(s) to the relevant Purchaser for the availability purposes of any Tax reliefcalculating the Seller(s), or if less ’ liability under paragraph 2 of this Part A of this Schedule 5; and (ii) the Purchasers shall repay to such Seller(s) any other amount previously paid (or portion thereof) at any time to the Purchasers by such Seller Seller(s) pursuant to a Claim if and to the Purchaser extent that any such amount (or other Sellerportion) would not have been so paid or payable if the provisions of sub-paragraph (C)(i) above were applied at that time.

Recovery from Insurers and other Third Parties. 6.1 (A) If, in respect of any matter which would give rise to a claim under the Warranties, (other than the Tax Warranties), any member of the Purchaser’s Group or relevant Seller’s Retained the Purchaser's Group (as the case may be) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely insurance, then, as soon as reasonably practicable and prior to give rise taking action against the Seller (other than to a claim, then no such matter shall be notify the subject of a claim under the Warranties unless and until the appropriate member Seller of the Purchaser’s Group or relevant Seller’s Retained Group (as claim against the case may be) Seller pursuant to paragraph 2 of this Schedule), the Purchaser shall have made make a claim against its insurers and used use all reasonable endeavours to pursue such claimclaim and such claims under the Warranties shall be reduced by the amounts recovered, less any costs or expenses (including reasonable costs of legal counsel and other advisers) incurred by the Purchaser or any member of the Group in connection with any action taken by the Purchaser or such members of the Group in recovering such claim from any insurer. If Notwithstanding paragraph 2 above, no claim made under the Warranties, and for which there has been a related claim made under any policy of insurance in accordance with this sub-paragraph (A), shall absolutely determine unless legal proceedings in respect of such claim under the Warranties shall not have been commenced within 18 months after final determination of the related claim made under any such insurance policy. (B) Where the Purchaser or any member of the Purchaser’s 's Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 Where any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a third party (some other than an insurer under an insurance policy referred to under paragraph 6.1) person any sum in respect of any matter giving rise to a claim under the Warranties other than the Tax Warranties, the Purchaser or Seller shall, and shall procure that the relevant member of its the Purchaser's Group or Retained Group (as the case may be) concerned shall, take all reasonable steps to enforce such recovery. If recovery prior to taking action against the Seller (other than to notify the Seller of the claim against the Seller pursuant to paragraph 2 of this Schedule) (subject to the Purchaser being indemnified to its reasonable satisfaction by the Seller against all reasonable costs and expenses incurred by the Purchaser in connection with any legal proceedings taken in recovering any amount from the third party) and, in the event that the Purchaser or any member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from such other person, the amount of the claim against the relevant Seller under the Warranties shall be reduced by the amount so recovered recovered. Notwithstanding paragraph 2 above, no claim made under the Warranties, and for which action has been taken to enforce such recovery from such other person in accordance with this sub-paragraph (less (i) B), shall absolutely determine unless legal proceedings in respect of such claims under the Warranties shall not have been commenced 18 months after all reasonable costs of such efforts to enforce such recovery and (ii) any Tax thereon)have ceased. 6.3 (C) If a the Seller has paid an amount in discharge of pays at any claim against that Seller under this Agreement for breach of any Warranty and subsequently time to the Purchaser or any member of the Purchaser’s 's Group an amount pursuant to a claim in respect of the Warranties or relevant Seller’s Retained Group (as under any provision of this Agreement and the case may be) recovers (whether by payment, discount, credit, relief, insurance Purchaser or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any other member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) subsequently becomes entitled to recover from some other person any sum in respect of the loss or liability which is the subject any matter of the giving rise to such claim, the Purchaser or shall, and shall procure that the other Seller (as member of the case may be) shall pay Purchaser's Group shall, take all necessary steps to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses incurred in obtaining enforce such recovery and less any Tax payable on any amounts recovered (or Tax that would have been payable on such amounts but for shall forthwith repay to the availability Seller so much of any Tax relief), or if less (ii) the amount previously paid by such the Seller to the Purchaser or other Sellermember of the Purchaser's Group (less any reasonable costs and expenses incurred by the Purchaser or the relevant member of the Group in connection with any legal proceedings taken in recovering from the third party any sum in respect of any matter giving rise to a claim under the Warranties and any tax suffered on the receipt) as does not exceed the sum recovered from such other person.

Recovery from Insurers and other Third Parties. 6.1 If, in respect of any matter which would give rise to a claim under (A) Where the Warranties, Purchaser or any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is or may be at any time entitled to claim recover from some other person (including an insurer under an insurance policy) any policy of insurance sum in respect of any matter or event that is likely to give giving rise to a claim, then no such matter shall be the subject of a claim under the Warranties unless or the Mis-Selling Indemnity (other than the Tax Warranties) the Purchaser shall, and until shall procure that the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as concerned shall, take all reasonable steps to enforce such recovery. In the case may be) shall have made a claim against its insurers and used reasonable endeavours to pursue such claim. If event that the Purchaser or any member of the Purchaser’s Group shall recover any amount from such insurance claimother person, the amount of the claim against the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) recovery and any Tax Taxation payable thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 Where (B) If the Seller pays at any time to the Purchaser or any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled an amount pursuant to recover from a third party Warranty Claim (other than an insurer a Warranty Claim under an insurance policy referred to under paragraph 6.1the Tax Warranties) or Indemnity Claim and the Purchaser or the relevant member of the Purchaser’s Group subsequently recovers from some other person any sum in respect of any matter giving rise to a claim under the Warrantiessuch Warranty Claim or Indemnity Claim, the Purchaser or Seller shall, and shall procure that the relevant member of its the Purchaser’s Group shall repay to the Seller the lesser of (i) the amount paid by the Seller to the Purchaser or Retained relevant member of the Purchaser’s Group and (as ii) the case may besum recovered from such other person less all reasonable fees and costs of recovery and any Taxation payable thereon. (C) shall, take reasonable steps If any amount is repaid to enforce such recovery. If the Seller by the Purchaser or any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may bepursuant to sub-paragraph 6(B) shall recover any amount from such other personabove, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon). 6.3 If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would amount so repaid shall be deemed never to have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such the Seller to the Purchaser or other for the purposes of calculating the Seller’s total aggregate liability under paragraphs 1(A) and 1(B) above.

Recovery from Insurers and other Third Parties. 6.1 If5.1 If the Buyer or a Target Group Company has a right of recovery or indemnity against a person, including an insurer, in respect of any matter which would give rise to a claim under the Warranties, any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claim, then no such matter shall be the subject of a claim under the Warranties unless and until the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its insurers and used reasonable endeavours to pursue such claim. If the Purchaser or any member of the Purchaser’s Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 Where any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a third party (other than an insurer under an insurance policy referred to under paragraph 6.1) any sum in respect of any matter giving rise to a claim under the Warranties, the Purchaser or Seller shall, and shall procure that the relevant member of its Group or Retained Group (as the case may be) shall, take reasonable steps to enforce such recovery. If any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from such other person, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon). 6.3 If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) of a matter which has given rise to, or could give rise to, a Non-Tax Claim (a “right of recovery”), the Buyer must: (a) notify the Sellers of the right of recovery as soon as practicable following it coming to the notice of the Buyer or to the notice of any member of the Buyer’s Group; (b) exercise and enforce, and ensure that the Target Group Company exercises and enforces, each right of recovery in full; and (c) if a Seller requests, permit such Seller to take sole conduct in the name of the Buyer or the Target Group Company of any actions that such Seller considers appropriate in connection with exercising and enforcing each right of recovery and provide such Seller and its advisers with all information and assistance that such Seller reasonably requires for that purpose. 5.2 A Seller will not be liable in respect of a Non-Tax Claim to the extent that the Buyer or a Target Group Company (a) has recovered from a third party, including an insurer, an amount which relates to the matter that gave rise to the Non-Tax Claim (in whole or in part); (b) has a right of recovery under a policy of insurance in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay that gave rise to the relevant Seller as soon as practicable after receipt an amount equal to Non-Tax Claim (iin whole or in part); or (c) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would have been payable on such amounts but recovered under a policy of insurance an amount which relates to the matter that gave rise to the Non-Tax Claim (in whole or in part) if policies of insurance effected by or for the availability benefit of any the Buyer or the Target Company had been maintained after Completion, to the extent that such coverage is obtainable in the market, on no less favourable terms than those maintained immediately before Completion. 5.3 If a Seller pays an amount to the Buyer in respect of a Non-Tax relief)Claim and the Buyer subsequently recovers from a third party (including an insurer) an amount which relates (in whole or in part) to the matter that gave rise to the Non-Tax Claim, or if less (ii) the Buyer must notify such Seller of that fact and the amount previously recovered and: (a) if the amount paid by such Seller to the Purchaser or other SellerBuyer is less than the amount recovered from the third party (after taking into account Tax thereon and costs reasonably incurred in the recovery), the Buyer must pay such Seller an amount equal to the amount that such Seller paid to the Buyer; or (b) if the amount paid by such Seller to the Buyer is more than the amount recovered from the third party (after taking into account Tax thereon and costs reasonably incurred in the recovery), the Buyer must pay such Seller an amount equal to the amount recovered from the third party.

Recovery from Insurers and other Third Parties. 6.1 If, 8.1 If in respect of any matter which would give rise to a claim against any member of the Retained Group under any Purchase Document (including, without limitation, under the Specific Indemnities but excluding any claim under the Tax Covenant, LTIP Indemnity or in respect of a breach of the Tax Warranties, ) any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance: (A) pursuant to which any Company had insurance cover at any time prior to Completion, but under the terms of which that Company is not entitled to bring new claims in respect of any matter events occurring after Completion; or (B) that transferred, directly or event that is likely indirectly, to give rise to the Purchaser’s Group as a claimresult of the transactions implemented by the Purchase Documents, then no member of the Retained Group shall have any liability in respect of such matter shall be under that Purchase Document (without prejudice to the subject Purchaser’s right to notify the Sellers of a claim under the Warranties such claim) unless and until the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its such insurers and used taken all reasonable endeavours and necessary steps to pursue such claim. If the Purchaser or claim and any member of the Purchaser’s Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced then extinguish or reduce by the amount so recovered (any such claims against any member of the Retained Group under that Purchase Document less (i) all reasonable costs of recovery, (ii) any Tax thereon. 8.2 The Purchasers shall, and shall procure that any relevant member of the Purchasers’ Group shall, take all actions reasonably requested by the Sellers’ Representative in relation to any insurance claim referred to in sub-paragraph 8.1 above, including (iiiwhere possible under the terms of the relevant insurance policy): (A) validly assigning all of its rights in relation to the relevant claim against the insurer to a member of the Retained Group in a manner which entitles that member of the Retained Group to the same benefits in respect of such insurance claim as the relevant member of the Purchasers’ Group had; or (B) appointing a member of the Retained Group as its agent in relation to that insurance claim, provided that any directly related increase such action shall not prejudice the provision in sub-paragraph 8.1 above that the future premiums payable for matter that is the subject of the insurance claim shall not be the subject of a claim against any member of the Retained Group under any Purchase Document unless and until all reasonable and necessary steps to pursue such insurance)claim against the insurer have been taken. 6.2 8.3 The Purchasers shall not, and shall procure that any relevant member of the Purchasers’ Group shall not, take any action to terminate any policy of insurance or release any claim referred to in sub-paragraph 8.1 above (without the consent of the Sellers’ Representative), provided that no member of the Purchasers’ Group shall be under any obligation to renew any such insurance policy once it expires in accordance with its terms. 8.4 Where any member of the Purchaser’s Purchasers’ Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a third party some other person (other than an insurer under an insurance policy referred to under sub-paragraph 6.18.1 above) any sum in respect of any matter giving rise to a claim against any member of the Retained Group under any Purchase Document (including, without limitation, under the Specific Indemnities but excluding any claim under the Tax Covenant, LTIP Indemnity or in respect of a breach of the Tax Warranties) which has been paid or settled by the relevant Seller, the Purchaser or Seller Purchasers shall, and shall procure that the relevant member of its the Purchasers’ Group or Retained Group (as the case may be) concerned shall, take reasonable steps where possible and upon the request of the Sellers’ Representative, validly assign all of its rights in relation to enforce such recovery. If any the relevant claim to a member of the Purchaser’s Group or relevant Seller’s Retained Group (in a manner which entitles that member of the Retained Group to the same benefits in respect of such rights as the case may bePurchaser or the relevant member of the Purchasers’ Group had. 8.5 If any of the Sellers pays at any time to any Purchaser an amount pursuant to a claim in respect of the Warranties (other than the Tax Warranties), the Specific Indemnities, the Environmental Covenant or under any other provision of this Agreement (or any other Purchase Document except the Tax Covenant) and the relevant Purchaser subsequently recovers from some other person any sum in respect of any matter giving rise to such claim, the relevant Purchaser shall recover any forthwith repay to the relevant Seller the lesser of: (i) the amount paid by the relevant Seller to the relevant Purchaser; and (ii) the sum (including interest, if any) recovered from such other person, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (person less (i) all reasonable costs of recovery and (ii) any Tax thereon)recovery. 6.3 If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such Seller to the Purchaser or other Seller.

Recovery from Insurers and other Third Parties. 6.1 (A) If, in respect of any matter which would give rise to a claim under the Warranties, the Tax Indemnity or an Environmental Claim, any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claiminsurance, then no such matter shall be the subject of a claim under any such Warranties, the Warranties Tax Indemnity or an Environmental Claim unless and until the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its insurers and used all reasonable endeavours to pursue such claim. If claim and any such insurance claim shall then reduce by the amount which may be recovered any such claims under any such Warranties, the Tax Indemnity or an Environmental Claim. (B) Where the Relevant Purchaser or any member of the Purchaser’s Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 Where any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a third party (some other than an insurer under an insurance policy referred to under paragraph 6.1) person any sum in respect of any matter giving rise to a claim under the WarrantiesWarranties or an Environmental Claim (other than the Tax Warranties as to which the procedure set out in paragraph 12 of the Tax Indemnity shall apply), the Relevant Purchaser or Seller shall, and shall procure that the relevant each member of its the Purchaser’s Group or Retained Group (as the case may be) concerned shall, take all reasonable steps to enforce such recovery. If recovery prior to taking action against the Relevant Sellers (other than to notify the Relevant Sellers of such claim) or any other member of the Sellers’ Group and, in the event that the Relevant Purchaser or any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from such other person, the amount of the claim against the relevant Seller Relevant Sellers or any other member of the Sellers’ Group shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon)recovered. 6.3 (C) If a Seller has paid an amount in discharge the Relevant Sellers or any other member of the Sellers’ Group pay at any claim against that Seller under this Agreement for breach of any Warranty and subsequently time to the Relevant Purchasers or any member of the Purchaser’s Group an amount pursuant to a claim (other than a Tax Claim as to which the provisions of paragraph 12 of the Tax Indemnity shall apply) in respect of the Warranties or relevant Seller’s Retained Group (as an Environmental Claim or under any provision of this Agreement and the case may be) recovers (whether by payment, discount, credit, relief, insurance Relevant Purchasers or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) subsequently recovers from some other person any sum in respect of the loss or liability which is the subject any matter of the giving rise to such claim, the Purchaser or Relevant Purchasers shall, and shall procure that the other Seller (as relevant member of the case may be) shall pay Purchaser’s Group shall, repay to the relevant Seller as soon as practicable after receipt an amount equal to Relevant Sellers the lesser of (i) the sum recovered from amount paid by the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered Relevant Sellers (or Tax that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such Seller to the Purchaser or other Seller.relevant one of

Recovery from Insurers and other Third Parties. 6.1 (a) If, in respect of any matter which would give rise to a claim under the Warrantiesprovisions in Section 1.1, any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is or may be Indemnified Parties are entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claiminsurance, then no such matter shall be the subject of a claim under the Warranties this Article 1 unless and until the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) entity shall have made a claim against its insurers and used all reasonable endeavours efforts to pursue such claim. If the Purchaser or , and any member of the Purchaser’s Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced then extinguish or reduce by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) such claims under this Agreement. Nothing in this Section 1.5 shall require any directly related increase in the future premiums payable for such insurance)Indemnified Party to carry any insurance policy. 6.2 Where any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may beb) is If BHI pays at any time entitled to recover any Indemnified Parties an amount under any provision of this Agreement and the Indemnified Party recovers from a third party (some other than an insurer under an insurance policy referred to under paragraph 6.1) person any sum in respect of any matter giving rise to a claim under the Warrantiessuch claim, the Purchaser or Seller shallIndemnified Party shall repay to BHI the lesser of (i) the amount paid by BHI to the Indemnified Party, and shall procure that (ii) the relevant member of its Group or Retained Group sum (as the case may beincluding interest (if any)) shall, take reasonable steps to enforce such recovery. If any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount actually recovered from such other personperson less the reasonable costs and expenses incurred by such Indemnified Party in pursuit of such sum. BHI shall have the right to request that such Indemnified Party validly assign all of its rights in relation to the relevant claim to BHI in a manner which entitles BHI to the same benefits in respect of such rights as such Indemnified Party had, which request the Indemnified Party may not unreasonably deny. In the event BHI requests the assignment of rights, the Indemnified Party will not be liable for any of the following: (V) the existence and legality (legitimidad) of the assigned credit; (W) the credit-standing of the debtors; (X) the amount of the claim against price consideration received by BHI, if any; (Y) the relevant Seller shall be reduced costs referred to in section 1 of article 1518 of the Spanish Civil Code incurred by the amount so recovered BHI; or (less (iZ) all reasonable costs of recovery and (ii) any Tax thereon)other Damages which BHI may suffer. 6.3 (c) If a Seller has paid any amount is repaid to BHI by an amount in discharge of Indemnified Party or recovered by BHI from any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by paymentother person pursuant to Section 1.5(b), discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum amount so repaid or recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would shall be deemed never to have been payable on such amounts but paid by BHI for the availability purposes of any Tax relief), or if less (ii) the amount previously paid by such Seller to the Purchaser or other Sellercalculating BHI's total aggregate liability under Section 1.3 above.

Recovery from Insurers and other Third Parties. 6.1 5.1 If, in respect of any matter which would give rise to a claim under Claim, the Warranties, any member of Purchaser or the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) Company is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claiminsurance, then no such matter shall be the subject of a claim under the Warranties Claim unless and until the appropriate Purchaser or the Company shall have made a claim against the insurers and used all reasonable endeavours to pursue such claim and any Claim shall be reduced by the amount recovered under such policy provided that the time limit in paragraph 2 shall not expire until six (6) months after the insurance claim has been settled or determined. 5.2 Where the Purchaser or the Company is at any time entitled to recover from some other person any sum in respect of any matter giving rise to a Claim the Purchaser shall, subject to the Vendors indemnifying the Purchaser or the relevant member of the Purchaser’s Group against any cost, liability or relevant Seller’s Retained Group expense in connection therewith, take all reasonable steps to enforce such recovery prior to taking action against the Vendors (as other than to notify the case may beVendors of the Claim against the Vendors) shall have made a claim against its insurers and used reasonable endeavours to pursue such claim. If and, in the event that the Purchaser or any member of the Purchaser’s Group shall recover any amount from such insurance claimother person, the amount of the claim against the Seller Claim shall be reduced by the amount so recovered (less (i) all reasonable costs provided that the Purchaser shall not be required to commence any legal proceedings or to take any action which would be materially prejudicial to the goodwill of recoverythe Business, (ii) any Tax thereon, and (iii) any directly related increase provided that the time limit in paragraph 2 shall not expire until 6 months after the future premiums payable for claim against such insurance)other person has been settled or determined. 6.2 Where any member of 5.3 If the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is Vendors pays at any time entitled to recover the Purchaser an amount pursuant to a Claim and the Purchaser or the Company subsequently recovers from a third party (some other than an insurer under an insurance policy referred to under paragraph 6.1) person any sum in respect of any matter giving rise to a claim under the WarrantiesClaim, the Purchaser, shall repay to the Vendors the lesser of (i) the amount paid by the Vendors to the Purchaser plus interest; or Seller shall, and shall procure that (ii) the relevant member of its Group or Retained Group sum including interest (as the case may beif any) shall, take reasonable steps to enforce such recovery. If any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount recovered from such other person. 5.4 For the avoidance of doubt, references in this Paragraph 5 to amounts recovered (and like expressions) are to the amount amounts so recovered net of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon). 6.3 If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses properly incurred in obtaining effecting such recovery and less any Tax payable on any amounts recovered (or Tax that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such Seller to the Purchaser or other Sellerrecovery.

Recovery from Insurers and other Third Parties. 6.1 If, in respect of any matter which would give rise to a claim under the Warranties, any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may beA) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claim, then no such matter shall be the subject of a claim under the Warranties unless and until the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its insurers and used reasonable endeavours to pursue such claim. If Where the Purchaser or any member of the Purchaser’s 's Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 Where any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a some other person, the Purchaser shall, and shall procure that the member of the Purchaser's Group concerned shall, take all reasonable steps to enforce such recovery PROVIDED THAT the Purchaser or the relevant member of the Purchaser's Group shall not be required to have recovered any sum from any third party prior to bringing a claim against the Sellers or any Business Seller and the Sellers or any Business Seller making any payment which is due in respect of any such claim. (B) If any member of the Sellers' Group pays at any time to the Purchaser or any member of the Purchaser's Group an amount pursuant to a claim which has been admitted by the Sellers or any Business Seller or the Share Seller or proven by a final judgment in a court of competent jurisdiction in respect of the Warranties and the Purchaser or relevant member of the Purchaser's Group subsequently recovers from some other than an insurer person (including, without limitation, under an insurance any policy referred to under paragraph 6.1of insurance) any sum in respect of which is referable to any matter giving rise to a claim under the Warrantiessuch claim, the Purchaser or Seller shall, and shall procure that the relevant member of its the Purchaser's Group or Retained shall, repay to the relevant member of the Sellers' Group the lesser of (i) the amount paid by the relevant member(s) of the Sellers' Group (as or the case may berelevant one of them) shall, take reasonable steps to enforce such recovery. If any the Purchaser or other member of the Purchaser’s 's Group and (ii) the sum (including interest (if any) less any Tax chargeable in respect of the sum recovered or relevant Seller’s Retained Group (as the case may beinterest) shall recover any amount recovered from such other person, the amount taking account of the claim against the relevant Seller shall be reduced all costs, charges, expenses and Taxation incurred thereon by the amount so recovered (less (i) all reasonable costs of recovery and (ii) Purchaser or any Tax thereon). 6.3 If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any other member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax recovering that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such Seller to the Purchaser or other Sellersum.

Recovery from Insurers and other Third Parties. 6.1 a. If, in respect of any matter which would give rise to a claim under the Warranties, any member of the Purchaser’s 's Group or relevant Seller’s 's Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claim, then no such matter shall be the subject of a claim under the Warranties unless and until the appropriate member of the Purchaser’s 's Group or relevant Seller’s 's Retained Group (as the case may be) shall have made a claim against its insurers and used reasonable endeavours to pursue such claim. If the Purchaser or any member of the Purchaser’s 's Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 b. Where any member of the Purchaser’s 's Group or relevant Seller’s 's Retained Group (as the case may be) is at any time entitled to recover from a third party (other than an insurer under an insurance policy referred to under sub-paragraph 6.1) any sum in respect of any matter giving rise to a claim under the Warranties, the Purchaser or Seller shall, and shall procure that the relevant member of its Target Group or Retained Group (as the case may be) shall, take reasonable steps to enforce such recovery. If any member of the Purchaser’s 's Group or relevant Seller’s 's Retained Group (as the case may be) shall recover any amount from such other person, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon). 6.3 c. If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s 's Group or relevant Seller’s 's Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s 's Group or relevant Seller’s 's Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such Seller to the Purchaser or other Seller.

Recovery from Insurers and other Third Parties. 6.1 If, in respect of any matter which would give rise to a claim under the Warranties, any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claim, then no such matter shall be the subject of a claim under the Warranties unless and until the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its insurers and used reasonable endeavours to pursue such claim. If the Purchaser or any member of the Purchaser’s Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 Where any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a third party (other than an insurer under an insurance policy referred to under sub-paragraph 6.1) any sum in respect of any matter giving rise to a claim under the Warranties, the Purchaser or Seller shall, and shall procure that the relevant member of its Target Group or Retained Group (as the case may be) shall, take reasonable steps to enforce such recovery. If any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from such other person, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon). 6.3 If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such Seller to the Purchaser or other Seller.

Recovery from Insurers and other Third Parties. 6.1 If7.1 Without prejudice to clause 13 (Insurance), if, in respect of any matter which would give rise to a claim under the WarrantiesClaim, any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claimClaim, then no the Seller shall not be liable for such matter shall be the subject of a claim under the Warranties Claim unless and until the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its insurers and used reasonable endeavours to pursue such claim. If To the extent that the relevant member of the Purchaser’s Group recovers an amount under such insurance claim, any Claim against the Seller shall be reduced by the amount so recovered by the relevant member of the Purchaser’s Group after deducting any costs which are reasonably and properly incurred in making such recovery (including any increase in insurance premiums solely resulting from recovery under such policy of insurance) and any Tax incurred as a result of the receipt of such recovery. 7.2 Where the Purchaser or any other member of the Purchaser’s Group is at any time entitled to recover from some other person (other than an insurer under an insurance policy referred to under paragraph 7.1) any sum in respect of any matter giving rise to a Claim, the Purchaser shall, and shall procure that the member of the Purchaser’s Group concerned shall, take reasonable steps to enforce such recovery prior to taking action against the Seller (other than to notify the Seller of the Claim) and so long as such Claim shall have been notified to the Seller in accordance with paragraph 3 (Time limits for bringing claims), as appropriate, then the relevant proviso of paragraph 3 (Time limits for bringing claims) shall operate to govern the time limit within which legal proceedings must be commenced in respect thereof. In the event that the Purchaser or any member of the Purchaser’s Group shall recover any amount from such insurance claimother person, the amount of the claim against the Seller shall be reduced by the amount so recovered after deducting any costs which are reasonably and properly incurred in making such recovery (less (iincluding any increase in insurance premiums solely resulting from recovery under such policy of insurance) all reasonable costs of recovery, (ii) and any Tax thereon, and (iii) any directly related increase in incurred as a result of the future premiums payable for receipt of such insurance)recovery. 6.2 Where 7.3 If the Seller pays at any time to the Purchaser or any other member of the Purchaser’s Group an amount pursuant to a Claim made by the Purchaser against it and the Purchaser or any other relevant Sellermember of the Purchaser’s Retained Group (as the case may be) is at any time entitled to recover subsequently recovers from a third party (some other than an insurer under an insurance policy referred to under paragraph 6.1) person any sum (whether by payment, discount, credit, relief or otherwise) in respect of any matter giving rise to a claim under the Warrantiessuch claim, the Purchaser or Seller shall, and shall procure that the relevant member of its the Purchaser’s Group shall repay to the Seller the lesser of: (A) the amount paid by the Seller to the Purchaser or Retained Group (as the case may be) shall, take reasonable steps to enforce such recovery. If any relevant member of the Purchaser’s Group or relevant Seller’s Retained Group Group; and (B) the sum (including interest (if any) but after deducting any Tax incurred as the case may bea result of that recovery and any costs of recovery which are reasonably and properly incurred) shall recover any amount recovered from such other person, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon). 6.3 If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such Seller to the Purchaser or other Seller.

Recovery from Insurers and other Third Parties. 6.1 (A) If, in respect of any matter which would give rise to a claim under the Warranties, any member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance in respect of any matter or event that insurance, then, if requested by the Seller and if it is likely legally able to give rise to a claimdo so, then no such matter shall be the subject of a claim under the Warranties unless and until the appropriate member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as may, if it so decides immediately effect a legal assignment of the case may be) shall have made a right to bring such claim against its insurers and used reasonable endeavours to pursue notify such claim. If insurers in writing of such assignment. (B) Where the Purchaser or any member of the Purchaser’s 's Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 Where any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a third party some other person or, subject to sub-paragraph (other than an insurer A) above, under an any policy of insurance policy referred covering substantially equivalent risks and providing cover up to under paragraph 6.1substantially equivalent amounts as the policies of insurance maintained immediately prior to Completion in respect of the Business (or would have been so entitled had any of them put in place or maintained in force with effect from Completion policies covering substantially equivalent risks and providing cover up to substantially equivalent amounts as the policies of insurance maintained immediately prior to Completion in respect of the Business) any sum in respect of any matter giving rise to a claim under the Warranties, the Purchaser shall, and shall procure that the member of the Purchaser's Group concerned shall, take all reasonable steps to enforce such recovery at the Seller's expense and, in the event that the Purchaser or any member of the Purchaser's Group shall recover any amount from such other person or under any policy of insurance, the amount of the claim against the Seller shall be reduced (or extinguished) by the amount recovered taking account of all costs, charges, expenses and Taxation incurred thereon by the Purchaser or any member of the Purchaser's Group in recovering that sum PROVIDED THAT the Purchaser shall not be required to commence any legal proceedings where either: (i) the Purchaser has validly assigned all of its rights in relation to the relevant claim to the Seller in a manner which entitles the Seller to the same benefits in respect of such rights as the Purchaser had; or (ii) where sub-paragraph (B)(i) does not apply, the Seller has not notified the relevant party against whom such proceedings are brought that such proceedings are being brought at the instruction of the Seller. The obligations of the Purchaser under this paragraph shall be without prejudice to the Purchaser's right to make and pursue a claim under the Warranties and the obligations of the Seller under this paragraph shall be without prejudice to the Seller's right to make any claim or counterclaim against the Purchaser. (C) If the Seller pays at any time to the Purchaser or any member of the Purchaser's Group an amount pursuant to a claim in respect of the Warranties and the Purchaser or relevant member of the Purchaser's Group subsequently recovers from some other person a sum representing the same loss, the Purchaser shall, and shall procure that the relevant member of its the Purchaser's Group or Retained Group (as the case may be) shall, take reasonable steps to enforce such recovery. If any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from such other person, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon). 6.3 If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay repay to the relevant Seller as soon as practicable after receipt an amount equal to the lesser of (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such the Seller to the Purchaser or other Sellermember of the Purchaser's Group and (ii) the sum (including interest (if any) less any Tax chargeable in respect of the sum recovered or the interest) recovered from such other person, taking account of all costs, charges, expenses and Taxation incurred by the Purchaser or any other member of the Purchaser's Group in recovering that sum.

Recovery from Insurers and other Third Parties. 6.1 (A) If, in respect of any matter which would give rise to a claim under Claim, the Warranties, any member of Purchaser or the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) Company is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claiminsurance, then no such matter shall be the subject of a claim under the Warranties Claim unless and until the appropriate member of Purchaser or the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) Company shall have made a claim against its the insurers and used all reasonable endeavours to pursue such claim. If the Purchaser or claim and any member of the Purchaser’s Group shall recover any amount from such insurance claim, the amount of the claim against the Seller Claim shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase under such policy provided that the time limit in paragraph 2 shall not expire until 18 months after the future premiums payable for such insurance)insurance claim has been settled or determined. 6.2 (B) Where any member of the Purchaser’s Group Purchaser or relevant Seller’s Retained Group (as the case may be) Company is at any time entitled to recover from a third party (some other than an insurer under an insurance policy referred to under paragraph 6.1) person any sum in respect of any matter giving rise to a claim under Claim the WarrantiesPurchaser shall, subject to the Vendor indemnifying the Purchaser or Seller shall, and shall procure that the relevant member of its the Purchaser's Group against any cost, liability or Retained Group (as the case may be) shallexpense in connection therewith, take all reasonable steps to enforce such recovery. If recovery prior to taking action against the Vendor (other than to notify the Vendor of the Claim against the Vendor) and, in the event that the Purchaser or any member of the Purchaser’s 's Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from such other person, the amount of the claim against the relevant Seller Claim shall be reduced by the amount so recovered (less (i) all reasonable costs provided that the Purchaser shall not be required to commence any legal proceedings or to take any action which would be materially prejudicial to the goodwill of recovery and (ii) any Tax thereon)the Business, provided that the time limit in paragraph 2 shall not expire until 18 months after the claim against such other person has been settled or determined. 6.3 (C) If a Seller has paid the Vendor pays at any time to the Purchaser an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty pursuant to a Claim and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the Company subsequently recovers from some other Seller (as the case may be) shall pay person any sum in respect of any matter giving rise to the relevant Seller as soon as practicable after receipt an amount equal Claim, the Purchaser, shall repay to the Vendor the lesser of (i) the sum recovered from amount paid by the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (Vendor to the Purchaser plus interest; or Tax that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by sum including interest (if any) recovered from such Seller other person. (D) For the avoidance of doubt, references in this Paragraph 5 to amounts recovered (and like expressions) are to the Purchaser or other Selleramounts so recovered net of the reasonable costs and expenses properly incurred in effecting such recovery.

Recovery from Insurers and other Third Parties. 6.1 (A) If, in respect of any matter which would give rise to a claim under the WarrantiesWarranties or under the Environmental Covenant, any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claiminsurance, then no such matter shall be the subject of a claim under the Warranties or under the Environmental Covenant, unless and until the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its insurers and used all reasonable endeavours to pursue such claim. If claim and any such insurance claim shall then reduce by the amount recovered or extinguish any such claims under the Warranties or under the Environmental Covenant. (B) Where the Purchaser or any member of the Purchaser’s Group is at any time entitled to recover from some other person any sum in respect of any matter giving rise to a claim under the Warranties or under the Environmental Covenant (provided that this does not apply to a claim under the ICI Indemnity), the Purchaser shall, and shall procure that the member of the Purchaser’s Group concerned shall, subject to the Vendor indemnifying the Purchaser against any liability, cost, damage or expense which may be incurred thereby, take all reasonable steps to enforce such recovery prior to taking action against the Vendor (other than to notify the Vendor of the claim against the Vendor) and, in the event that the Purchaser or any member of the Purchaser’s Group shall recover any amount from such insurance claimother person, the amount of the claim against the Seller Vendor shall be reduced by the amount so recovered (less provided that the Purchaser shall not be required to commence any legal proceedings where either: (i) the Purchaser or the relevant member of the Purchaser’s Group has validly assigned all reasonable costs of recovery, its rights in relation to the relevant claim to the Vendor in a manner which entitles the Vendor to the same benefits in respect of such rights as the Purchaser or the relevant member of the Purchaser’s Group had; or (ii) any Tax thereonwhere sub-paragraph (B)(i) does not apply, and (iii) any directly related increase in the future premiums payable for Vendor has not notified the relevant party against whom such insurance)proceedings are brought that such proceedings are being brought at the instruction of the Vendor. 6.2 Where (C) If the Vendor pays at any time to the Purchaser or any member of the Purchaser’s Group an amount pursuant to a claim in respect of the Warranties or under the Environmental Covenant or under any other provision of this Agreement and the Purchaser or relevant Sellermember of the Purchaser’s Retained Group (as the case may be) is at any time entitled to recover subsequently recovers from a third party (some other than an insurer under an insurance policy referred to under paragraph 6.1) person any sum in respect of any matter giving rise to a claim under the Warrantiessuch claim, the Purchaser or Seller shall, and shall procure that the relevant member of its the Purchaser’s Group or Retained Group (as the case may be) shall, take reasonable steps repay to enforce such recovery. If any the Vendor the lesser of (i) the amount paid by the Vendor to the Purchaser or other member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from such other person, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereonthe sum (including interest (if any)) recovered from such other person (less, in each case, the costs of recovery of such sum). 6.3 If a Seller (D) For the purposes of paragraph 2 of this Schedule, provided notice of the potential claim is given by the Purchaser to the Vendor within the period specified in that paragraph, there shall be no obligation on the part of the Purchaser to commence proceedings until after the outcome of its claim under its insurance policy or against the third party has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty been finally dealt with, and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as right to maintain its claim against the case may be) recovers (whether Purchaser shall not expire by paymentreason of its failure to commence such proceedings. Further, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claimnotwithstanding this paragraph 5, the Purchaser may commence Proceedings against the Vendor at any time if by failing to do so it would lose (or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (irisk losing) the sum recovered from right to do so by reason of the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would have been payable on such amounts but for the availability operation of any Tax relief), or if less (ii) the amount previously paid by such Seller to the Purchaser statute of limitation or other Sellertime limit.

Recovery from Insurers and other Third Parties. 6.1 (A) If, in respect of any matter which would give rise to a claim under the Warranties, Warranties any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance (other than an insurance claim with no reasonable prospect of success) then, having notified the Vendor of the claim in respect of any matter or event writing in accordance with paragraph 2, the Purchaser shall not further pursue that is likely to give rise to a claim, then no such matter shall be the subject of a claim under the Warranties unless and until the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its insurers and used all reasonable endeavours to pursue such insurance claim including where reasonable and appropriate commencing and prosecuting proceedings against insurers. There shall be no liability under the Warranties to the extent of the amount recovered under any such insurance claim except to the extent: (i) of the reasonable costs and expenses and any Taxation incurred or suffered by any member of the Purchaser’s Group in connection with the recovery; and/or (ii) that the future insurance costs of the Purchaser or any other member of the Purchaser’s Group are increased by the matter giving rise to the insurance claim or the claim itself. (B) If having notified the Vendor of the relevant claim in writing in accordance with paragraph 2 and (a) having used all reasonable endeavours to pursue an insurance claim as contemplated by sub-paragraph (A), or (b) by the second anniversary of the notification by the Purchaser to the Vendor in writing of the relevant Warranty claim. If , the Purchaser (or the relevant other member of the Purchaser’s Group) shall not have recovered the full amount of its loss in respect of the relevant matter, the provisions of paragraph 2 and paragraph 5 shall not preclude it from pursuing any claim under the Warranties in respect of such matter for the amount of the loss not recovered from insurers and the proviso to paragraph 2 shall not apply to such claim; provided that in the circumstances set out in (b) above, the provisions of this sub-paragraph 5(B) shall not limit in any way the obligations of the Purchaser or any member of the Purchaser’s Group shall recover any amount from under sub-paragraph (A) to pursue such insurance claim, . The provisions of sub-paragraph (A) shall not prejudice the amount ability of the Purchaser to recover interest in respect of any claim against under the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance)Warranties. 6.2 (C) Where the Purchaser or any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a some third party (other than party, not being an insurer under an insurance policy referred to under paragraph 6.1) or the Vendor or any member of the Vendor’s Group, any sum in respect of any matter giving rise to a claim under the Warranties, the Purchaser shall, and shall procure that the member of the Purchaser’s Group concerned shall, take all reasonable steps to make such recovery and in the event that the Purchaser or Seller any member of the Purchaser’s Group shall recover any amount from such third party prior to any member of the Vendor’s Group paying to the Purchaser or any member of the Purchaser’s Group any amount pursuant to the relevant claim under the Warranties, the amount of the claim under the Warranties shall be reduced by the amount recovered (except to the extent that such recovery had been taken into account in the formulation of the claim under the Warranties and except to the extent of the reasonable costs and expenses and any Taxation incurred or suffered by any member of the Purchaser’s Group in connection with the recovery), provided that the Purchaser shall not be required to commence any legal proceedings where either: (i) the Purchaser has effected a valid legal assignment of all its rights in relation to the relevant claim to the Vendor; or (ii) where sub-paragraph (C)(i) does not apply, the Vendor has not as soon as is reasonably practicable notified the relevant party against whom such proceedings are brought that such proceedings are being brought at the instruction of the Vendor. For the avoidance of doubt, the provisions of this sub-paragraph (C) shall not require the Purchaser or any member of the Purchaser’s Group to take any steps to recover sums from a third party prior to taking any action against the Vendor, the Share Seller, the US Business Seller, the IP Assets Sellers or any of them and shall not require the Purchaser or any member of the Purchaser’s Group to take, permit or omit from taking any step or action to recover sums from a third party to the extent that the taking, permitting or omission of the relevant step or action would have an adverse effect on any trading relationship or the goodwill of any relevant member of the Purchaser’s Group or the US Business which would, in either case, be material to the Transferring Business. (D) If any member of the Vendor’s Group pays at any time to the Purchaser or any member of the Purchaser’s Group an amount pursuant to a claim in respect of the Warranties and the Purchaser or relevant member of the Purchaser’s Group subsequently recovers from a third party (including, for the avoidance of doubt, any insurer, but excluding the Vendor or a member of the Vendor’s Group) any sum in respect of any matter giving rise to such claim, the Purchaser shall, and shall procure that the relevant member of its the Purchaser’s Group or Retained Group (as the case may be) shall, take repay to the relevant member of the Vendor’s Group the lesser of (i) the amount paid by the relevant member of the Vendor’s Group to the Purchaser or other member of the Purchaser’s Group, and (ii) the sum (including interest (if any)) recovered from such third party less (a) the reasonable steps to enforce such recovery. If costs and expenses and any Taxation incurred or suffered by the relevant member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from in connection with such other person, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (iib) any Tax thereon)amount (other than insurance premium) paid to any insurer pursuant to any rights of subrogation or otherwise under any relevant insurance policy or policies in connection with such recovery. 6.3 If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such Seller to the Purchaser or other Seller.

Recovery from Insurers and other Third Parties. 6.1 (A) If, in respect of any matter which would give rise to a claim under the Warranties, Warranties any member of the Purchaser’s Group or relevant Seller’s Retained Group (as including, after the Completion Date, the Company) has a prima facie case may be) is or may be entitled to claim against the insurer under any policy of insurance in respect of (including any matter or event that is likely to give rise to a claimpolicy maintained by the Retained Group), then no such matter shall be the subject of a claim under the Warranties unless and until the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as shall, upon receipt of a written request from the case may be) shall Seller in accordance with sub-paragraph 6(C), have made a claim against its the relevant insurers and used all reasonable endeavours to pursue such claim and any such insurance claim shall then extinguish or reduce by the amount so recovered (or which would have been so recoverable) any such claims under the Warranties less all reasonable costs of recovery, any Taxation thereon and any directly related increase in the future premiums payable for such insurance (in each case, to the extent that they are borne by a member of the Purchaser’s Group). Any time periods specified in this Agreement shall be paused during the period of time the applicable member of the Purchaser’s Group is pursuing any such insurance claim. If To the extent that a claim may be made by a member of the Purchaser’s Group under a policy of insurance maintained by the Retained Group, the Seller shall use all reasonable endeavours to facilitate such a claim. (B) Where the Purchaser or any member of the Purchaser’s Group is at any time entitled to recover from some other person (other than an insurer under an insurance policy referred to under sub-paragraph 6(A) but including any Tax Authority) any sum in respect of any matter giving rise to a claim under the Warranties the Purchaser shall, and shall recover procure that the member of the Purchaser’s Group concerned shall, upon receipt of a written request from the Seller in accordance with sub-paragraph 6(C), take all such commercially reasonable steps as are required by its common law duty to mitigate to enforce such recovery prior to taking action against the Seller (other than to notify the Seller of the claim against the Seller). In the event that the Purchaser or any member of the Purchaser’s Group recovers any amount from such insurance claimother person, the amount of the claim against the Seller shall be reduced by the amount so recovered (recovered, less (i) all reasonable costs of recoveryrecovery and any Taxation payable thereon. Any time periods specified in this Agreement shall be paused during the period of time the applicable member of the Purchaser’s Group is pursuing any such claim. (C) If, in relation to any claim in respect of any of the Warranties, the Seller wishes the Purchaser to pursue a claim against the relevant insurers pursuant to sub-paragraph 6(A) or against any other person pursuant to sub-paragraph 6(B), then the Seller shall so notify the Purchaser in writing of such claim. The Seller shall only be entitled to deliver such notification to the Purchaser if (i) the Purchaser has a prima facie case against such insurer or other person, as applicable, and (ii) any Tax thereon, and (iii) any directly related increase the Seller agrees to promptly reimburse the Purchaser for all reasonable costs incurred by the Purchaser in the future premiums payable for pursuit of such insurance)claim. 6.2 Where (D) If the Seller pays at any time to the Purchaser or any member of the Purchaser’s Group an amount pursuant to a claim in respect of the Warranties or under any provision of this Agreement and the Purchaser or the relevant Sellermember of the Purchaser’s Retained Group (as the case may be) is at any time subsequently becomes entitled to recover from a third party (some other than an insurer under an insurance policy referred to under paragraph 6.1) Person any sum in respect of any the matter giving rise to a claim under such claim, at the Warrantiesrequest and sole cost of the Seller, the Purchaser or Seller shall, and shall procure that the relevant member of its the Purchaser’s Group or Retained Group (as the case may be) shall, take all reasonable steps to enforce such recovery. recovery and shall forthwith repay to the Seller the lesser of (i) the amount paid by the Seller to the Purchaser or relevant member of the Purchaser’s Group, and (ii) the sum (including interest (if any)) actually recovered from such other Person, less all reasonable costs of recovery and any Taxation payable thereon (which amount may be zero). (E) If any amount is repaid to the Seller by the Purchaser or any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may bepursuant to sub-paragraph 6(B) shall recover any amount from such other personabove, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon). 6.3 If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal to (i) the sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax payable on any amounts recovered (or Tax that would amount so repaid shall be deemed never to have been payable on such amounts but for the availability of any Tax relief), or if less (ii) the amount previously paid by such the Seller to the Purchaser or other for the purposes of calculating the Seller’s total aggregate liability under sub-paragraph 1(B) above.