Common use of Recovery from Third Parties Clause in Contracts

Recovery from Third Parties. 6.1 Where the Company or the Buyer (or any other member of the Buyer’s Group) is or maybe entitled to recover a Benefit from a third party which is referable to a fact, matter, event or circumstance giving rise to a Claim (a “Third Party Claim”), the Buyer shall (or, as appropriate, shall procure that the Company or other member of the Buyer’s Group shall): 6.1.1 give written notice to the Warrantors of the matter or Benefit and thereafter shall regularly consult with the Warrantors with respect to the matter; 6.1.2 before seeking to recover any amount from the Warrantors under this Agreement first use reasonable endeavours (whether by way of a claim against its insurers or otherwise and including but without limitation proceedings or otherwise as the Warrantors may reasonably require) to enforce a Third Party Claim or recover a Benefit; 6.1.3 take such action and institute such proceedings, and give such information and assistance, as the Warrantors may reasonably request to enforce against any person (other than the Warrantors) the rights of any member of the Buyer’s Group in relation to any Third Party Claim provided that the Warrantors shall indemnify each member of the Buyer’s Group for all reasonable costs and expenses properly incurred as a result of any request or nomination by the Warrantors, in each case except where any such action would or might, in the sole opinion of the Buyer, adversely affect the reputation or goodwill of the relevant member of the Buyer’s Group. 6.2 Where the Company or the Buyer (or any other member of the Buyer’s Group) recovers a Benefit from a third party which is referable to a fact, matter, event or circumstance giving rise to a Claim or obtains a Benefit which is so referable, the Buyer shall (or, as appropriate, shall procure that the Company or other member of the Buyer’s Group shall pay to the Warrantors an amount equal to the amount of the Benefit (less any costs incurred in recovering or obtaining such Benefit and any tax actually suffered thereon) to the extent that such amount does not exceed the aggregate amounts set off by the Buyer pursuant to Clause 19 in respect of all Claims. Any amount not so paid to the Warrantors shall be carried forward and set off against any future Claims.

Recovery from Third Parties. 6.1 Where the Company or 5.1 If the Buyer or a Group Company becomes aware of any matter which would or might give rise to a Warranty Claim (taking no account of paragraph 1.2 for these purposes) and the Buyer or a Group Company has or subsequently acquires a right to make recovery or claim indemnity from any other member third party (including under any policy of insurance) in relation to that matter, then the Buyer shall as soon as reasonably practicable notify the Seller of the Buyer’s Group) right and shall comply with the provisions of paragraphs 5.3 to 5.6 shall apply. 5.2 If any sum is paid by or maybe entitled on behalf of the Seller in satisfaction of a Warranty Claim, and the Buyer or a Group Company has or subsequently acquires a right to recover a Benefit make recovery or claim indemnity from a any third party which is referable to a fact, matter, event or circumstance (including under any policy of insurance) in respect of the matter giving rise to a Claim (a “Third Party that Warranty Claim”), the Buyer shall (or, as appropriate, shall procure that soon as reasonably practicable notify the Company or other member Seller of the Buyer’s Group shall):right and the provisions of paragraphs 5.3 to 5.6 shall apply. 6.1.1 give written 5.3 The Seller may elect to have conduct of any negotiations with third parties or litigation in connection with the matter in question only by service of notice to on the Warrantors Buyer on or before the date falling 20 Business Days after the date of receipt of the matter or Benefit and thereafter shall regularly consult with the Warrantors with respect to the matter; 6.1.2 before seeking to recover any amount notice from the Warrantors Buyer under this Agreement first use reasonable endeavours (whether by way of paragraphs 5.1 or 5.2. 5.4 If the Seller serves a claim against its insurers or otherwise and including but without limitation proceedings or otherwise as notice under paragraph 5.3 the Warrantors may reasonably require) to enforce a Third Party Claim or recover a Benefit;Buyer shall at the Seller’s cost: 6.1.3 5.4.1 take such action and institute initiate such proceedings, and upon request, and subject always to any confidentiality obligations or the preservation of any rights of legal privilege, give such information and assistance, as the Warrantors Seller may from time to time reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against any person (other than the WarrantorsSeller) the rights of any member of the Buyer’s Group Buyer or the Seller in relation to the matter in question; and 5.4.2 in connection with any Third Party proceedings related to the matter in question (other than against the Seller) use professional advisers nominated by the Seller. The Buyer shall have no obligations under paragraphs 5.3 to 5.5 if the Warranty Claim provided relates to a breach or alleged breach of the regulatory requirements referred to in the Warranties in paragraph 1 of Part 3 of schedule 2, or of the legal and regulatory requirements referred to in clause 8.11.2 or where the Buyer reasonably believes that to comply with the provisions of paragraphs 5.3 to 5.5 would be materially detrimental to the interests of any Group Company or of the business of any Group Company in any relevant jurisdiction. 5.5 Whether or not the Seller serves a notice under paragraph 5.3, the Buyer shall consult with the Seller as soon as reasonably practicable with regard to any actual or proposed developments relating to the matter in question and upon request, and subject always to any confidentiality obligations or the preservation of any rights of legal privilege, provide the Seller with copies of all correspondence and documents in relation to that matter. 5.6 To the extent that the Warrantors shall indemnify each member Buyer or a Group Company receives any sum or other benefit by reason of the Buyerenforcement of any rights such as are referred to in paragraphs 5.1 or 5.2, then either the Seller’s liability in relation to such Warranty Claim or potential Warranty Claim shall be reduced by the Amount Recovered, or if any sum has already been paid by or on behalf of the Seller in satisfaction of a Warranty Claim, then the Buyer shall pay the Amount Recovered to the Seller on or before the date falling five Business Days after the date on which that receipt or saving is made. For the purposes of paragraph 1.2 of this schedule, the Seller shall be deemed never to have been liable to the Buyer in respect of the Amount Recovered. 5.7 For the purposes of paragraph 5.6 of this schedule, the “Amount Recovered” shall be equal to so much of the sum or benefit received (including by way of interest or repayment supplement) by reason of the enforcement of any rights such as are referred to in paragraphs 5.1 or 5.2 as does not exceed the amount claimed by the Buyer in relation to such Warranty Claim or (as the case may be) the payment by or on behalf of the Seller in satisfaction of the relevant Warranty Claim, less any Taxation payable by the Buyer or a Group for Company in respect of that receipt and less all reasonable costs and expenses properly incurred as a result of any request or nomination by the Warrantors, in each case except where any such action would or might, in the sole opinion of the Buyer, adversely affect the reputation or goodwill of the relevant member of the Buyer’s Group. 6.2 Where the Buyer and a Group Company or the Buyer (or any other member of the Buyer’s Group) recovers a Benefit from a third party which is referable to a fact, matter, event or circumstance giving rise to a Claim or obtains a Benefit which is so referable, the Buyer shall (or, as appropriate, shall procure that the Company or other member of the Buyer’s Group shall pay to the Warrantors an amount equal to the amount of the Benefit (less any costs incurred in recovering that receipt or obtaining such Benefit and any tax actually suffered thereon) to the extent that such amount does not exceed the aggregate amounts set off by the Buyer pursuant to Clause 19 in respect of all Claims. Any amount not so paid to the Warrantors shall be carried forward and set off against any future Claimssaving.

Recovery from Third Parties. 6.1 Where 7.1 In the event that the Warrantors shall have made a payment to the Purchaser or the Company in full discharge of any claim by the Purchaser or the Buyer (Company against the Warrantors under this Schedule in respect of a Tax Liability and the Purchaser or the Company is or becomes entitled to recover or obtain a payment in respect of that Tax Liability from any person other than the Purchaser, the Company or any other member of the BuyerPurchaser’s Group) is or maybe entitled to recover a Benefit from a third party which is referable to a fact, matter, event or circumstance giving rise to a Claim Group but including any Tax Authority (in this paragraph 7 a “Third Party ClaimParty”), ) then the Buyer Purchaser shall (or, as appropriate, or shall procure that the Company or other member shall notify the Sellers’ Representative of the BuyerPurchaser’s Group shall): 6.1.1 give written notice to the Warrantors entitlement and PROVIDED THAT each of the matter or Benefit and thereafter shall regularly consult with the Warrantors with respect to the matter; 6.1.2 before seeking to recover any amount from the Warrantors under this Agreement first use reasonable endeavours (whether by way of a claim against its insurers or otherwise and including but without limitation proceedings or otherwise as the Warrantors may reasonably require) to enforce a Third Party Claim or recover a Benefit; 6.1.3 take such action and institute such proceedings, and give such information and assistance, as the Warrantors may reasonably request to enforce against any person (other than the Warrantors) the rights of any member of the Buyer’s Group in relation to any Third Party Claim provided that the Warrantors shall indemnify each member of the Buyer’s Group for all Purchaser and the Company to their reasonable satisfaction against any liabilities costs and or expenses properly incurred as a result of any request which they may incur thereby the Purchaser shall or nomination by shall procure that the Warrantors, in each case except where any Company shall take such action would as the Sellers’ Representative shall reasonably request to recover or might, obtain such payment PROVIDED THAT nothing in this paragraph 7.1 shall oblige either the sole opinion of the Buyer, adversely affect the reputation Purchaser or goodwill of the relevant member of the Buyer’s Group. 6.2 Where the Company or to take any action which the Buyer (Purchaser reasonably considers would be materially prejudicial to the Purchaser, the Company or any other member of the BuyerPurchaser’s Group) recovers a Benefit from a third party which is referable to a fact, matter, event or circumstance giving rise to a Claim or obtains a Benefit which is so referable, the Buyer shall (or, as appropriate, shall procure that . 7.2 If the Company or other member the Purchaser recovers or receives a payment from a Third Party as contemplated in paragraph 7.1 (whether after taking any action at the request of the Buyer’s Group Sellers’ Representative under that paragraph or otherwise) then the Purchaser or the Company (as the case may be) shall pay to the Warrantors subject to the provisions of paragraph 7.4 an amount calculated in accordance with paragraph 7.3. 7.3 The amount payable by the Purchaser or the Company (as the case may be) to the Warrantors under this paragraph 7 shall be an amount (the “Paragraph 7.3 Amount”) equal to the lesser of: (a) any sum so recovered (including any interest or repayment supplement paid by any Tax Authority or other person in respect of it) less any Tax chargeable on the Purchaser or the Company in respect of such sum; and (b) the amount paid by the Warrantors pursuant to this Schedule in respect of the Tax Liability to which the sum recovered or received relates. 7.4 The Purchaser or the Company (as the case may be) shall be: (a) entitled to set off the Paragraph 7.3 Amount against any sum then finally determined to be payable by the Warrantors to the Purchaser under this Schedule or any of the Tax Warranties; and (b) entitled to retain from any balance of the Paragraph 7.3 Amount remaining after any set off in accordance with paragraph 7.4(a), an amount equal to the amount sum or aggregate sum of any then outstanding claims by the Purchaser or the Company against the Warrantors under this Schedule or any of the Benefit Tax Warranties, and the Purchaser or the Company (less as the case may be) shall pay any costs incurred in recovering or obtaining such Benefit and balance of the Paragraph 7.3 Amount remaining after any tax actually suffered thereon) to the extent that such amount does not exceed the aggregate amounts set off by or retention in accordance with paragraphs 7.4(a) and (b) and an amount equal to any excess of the Buyer pursuant amount retained under paragraph 7.4(b) over the sum finally determined to Clause 19 be payable in respect of all Claims. Any amount not so paid any outstanding claims to the Warrantors shall be carried forward and set off against any future Claimsas soon as reasonably practicable after such balance arises or excess is determined.

Recovery from Third Parties. 6.1 Where If the Company Purchasers, the Companies, the Subsidiaries or any of them is or may be entitled to recover from some other person (including insurers but excluding any member of the Buyer (Group) any loss or damage which gives rise to any claim under the Warranties or any other member provision of the Buyer’s Group) is or maybe entitled to recover a Benefit from a third party which is referable to a fact, matter, event or circumstance giving rise to a Claim (a “Third Party Claim”)this Agreement, the Buyer Purchasers shall (or, as appropriate, or shall procure that the Company or other member of the Buyer’s Group shall): 6.1.1 give written notice to the Warrantors of the matter or Benefit and thereafter relevant Subsidiary shall regularly consult with the Warrantors with respect to the matter; 6.1.2 before seeking to recover any amount from the Warrantors under this Agreement first use reasonable endeavours (whether by way of a claim against its insurers or otherwise and including but without limitation proceedings or otherwise as the Warrantors may reasonably require) take all appropriate steps to enforce that recovery (keeping the Sellers informed on a Third Party Claim or recover a Benefit; 6.1.3 take such timely basis of any action and institute such proceedings, and give such information and assistance, as the Warrantors may reasonably request to enforce against so taken) before taking any person action (other than notifying the WarrantorsSellers of the claim) against the rights Sellers, provided that such steps will not, or are not likely, (in each case, in the reasonable opinion of the Purchasers) to materially adversely affect the goodwill of any member of the Buyer’s Group save that this proviso shall not apply in relation to any Third Party Claim provided the recovery by the Companies and the Subsidiaries of debts owed to them by customers, in respect of which the Purchasers shall procure that the Warrantors Companies and the Subsidiaries shall indemnify each seek to recover the same in the normal and proper course of business and in accordance with the relevant periods for payment. If the Purchasers, the Companies, the Subsidiaries or any of them do not take the appropriate steps to enforce any such recovery, the Sellers may refer the matter to a Queens' Counsel of at least 20 years call jointly agreed upon between the Purchasers and the Sellers or (failing such agreement) appointed, at the request of either the Purchaser or the Seller at any time, by the President from time to time of the Law Society in England and Wales (the "Queens' Counsel"), who shall then determine whether the goodwill of any member of the Buyer’s Group for all reasonable would be materially adversely affected if the Purchasers, the Companies, the Subsidiaries took the appropriate steps to enforce such recovery. His decision shall be communicated in writing to the Purchasers and the Sellers shall be final and binding upon the Purchaser and the Sellers, save in the event of manifest error. The costs and expenses properly incurred of the Queens Counsel shall be borne as a result of any request or nomination to half by the Warrantors, Sellers and half by the Purchasers in each case except where any such action would or might, connection with all matters specified in the sole opinion of the Buyer, adversely affect the reputation or goodwill of the relevant member of the Buyer’s Groupthis Paragraph. 6.2 Where If, notwithstanding any other provision of this Schedule, any payment is made by the Company Sellers in or towards the Buyer (settlement of any claim made under the Warranties and the Purchasers, the Companies, the Subsidiaries or any other member of them subsequently recovers or procures the Buyer’s Group) recovers a Benefit recovery from a third party (including insurers) of an amount which is directly referable to a factthat claim (and, matter, in the event or circumstance giving rise to a Claim or obtains a Benefit which is so referablethat the Purchasers, the Buyer Companies, the Subsidiaries or any of them becomes entitled after payment by the Sellers to make recovery provided that such steps will not, or are not likely to (in both cases, in the reasonable opinion of the Purchaser) adversely affect the goodwill of any member of the Group, the Purchasers undertake to procure that all necessary steps are taken to enforce that recovery at the cost and expense of the Sellers) the Purchasers shall (or, as appropriate, or shall procure that the relevant Company or other member of the Buyer’s Group Subsidiary shall pay forthwith repay upon such 146 recovery to the Warrantors Sellers an amount equal to the amount of (including interest (if any)) recovered from the Benefit (less any costs incurred in recovering or obtaining such Benefit and any tax actually suffered thereon) to the extent that such amount does not exceed the aggregate amounts set off by the Buyer pursuant to Clause 19 in respect of all Claims. Any amount not so paid to the Warrantors shall be carried forward and set off against any future Claimsthird party.

Recovery from Third Parties. 6.1 Where 5.1 If the Buyer or the Company becomes aware of any matter which would or might give rise to a Warranty Claim (taking no account of paragraph 1.2 for these purposes) and the Buyer or the Company has or subsequently acquires a right to make recovery or claim indemnity from any third party (including under any policy of insurance) in relation to that matter, then the Buyer (or any other member shall as soon as reasonably practicable notify the Sellers of the Buyer’s Group) right, and shall comply with the provisions of paragraphs 5.3 to 5.6. 5.2 If any sum is paid by or maybe entitled on behalf of the Sellers in satisfaction of a Warranty Claim, and the Buyer or the Company has or subsequently acquires a right to recover a Benefit make recovery or claim indemnity from a any third party which is referable to a fact, matter, event or circumstance (including under any policy of insurance) in respect of the matter giving rise to a Claim (a “Third Party that Warranty Claim”), the Buyer shall as soon as reasonably practicable notify the Sellers of the right and the provisions of paragraphs 5.3 to 5.6 shall apply. 5.3 The Buyer shall at the Sellers’ written request and cost (or, as appropriate, shall procure that and each of the Company or other Sellers hereby agrees to indemnify the Buyer and any member of its Group against all costs incurred by the Buyer’s Buyer or any member of its Group shall): 6.1.1 give written notice to the Warrantors of the matter or Benefit and thereafter shall regularly consult with the Warrantors with respect to the matter; 6.1.2 before seeking to recover any amount resulting from the Warrantors Buyer complying with its obligations under this Agreement first use reasonable endeavours (whether by way paragraph, including any directly attributable increase in the premium payable on the renewal of a claim against its insurers or otherwise and including but without limitation proceedings or otherwise as the Warrantors may reasonably requireany insurance policy) to enforce a Third Party Claim or recover a Benefit; 6.1.3 take such action and institute initiate such proceedings, and give such information and assistance, as the Warrantors Sellers may from time to time reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against any person (other than the WarrantorsSellers) the rights of any member of the Buyer’s Group Buyer or the Sellers in relation to any Third Party Claim provided the matter in question (save that a request from the Sellers shall be deemed to be unreasonable where there is a demonstrable risk that the Warrantors action requested would materially and adversely affect the Company). 5.4 Whether or not the Sellers make any request under paragraph 5.3, the Buyer shall: 5.4.1 consult with the Sellers as soon as reasonably practicable with regard to any actual or proposed developments relating to the matter in question and provide the Sellers with copies of all correspondence and documents they shall indemnify each member reasonably request in relation to that matter; and 5.4.2 not admit liability in respect of or settle or compromise the matter in question without the prior written consent of the Buyer’s Group for Sellers such consent not to be unreasonably withheld or delayed save where obtaining that consent would materially and adversely affect the Company. 5.5 To the extent that the Buyer or the Company receives any sum or other benefit by reason of the enforcement of any rights such as are referred to in paragraphs 5.1 or 5.2, then either the Sellers’ liability in relation to such Warranty Claim shall be reduced by the Amount Recovered, or if any sum has already been paid by or on behalf of the Sellers in satisfaction of a Warranty Claim, then the Buyer shall pay the Amount Recovered to the Sellers on or before the date falling five Business Days after the date on which that receipt or saving is made. For the purposes of paragraph 1.2 of this schedule, the Sellers shall be deemed never to have been liable to the Buyer in respect of the Amount Recovered. 5.6 For the purposes of paragraph 5.5 of this schedule, the “Amount Recovered” shall be equal to so much of the sum or benefit received (including by way of interest or repayment supplement) by reason of the enforcement of any rights such as are referred to in paragraphs 5.1 or 5.2 as does not exceed the amount claimed by the Buyer in relation to such Warranty Claim or (as the case may be) the payment by or on behalf of the Sellers in satisfaction of the relevant Warranty Claim, less any Taxation payable by the Buyer or the Company in respect of that receipt and less all reasonable costs and expenses properly incurred as a result of any request or nomination by the Warrantors, in each case except where any such action would or might, in the sole opinion of the Buyer, adversely affect the reputation or goodwill of the relevant member of the Buyer’s Group. 6.2 Where Buyer and the Company or the Buyer (or any other member of the Buyer’s Group) recovers a Benefit from a third party which is referable to a fact, matter, event or circumstance giving rise to a Claim or obtains a Benefit which is so referable, the Buyer shall (or, as appropriate, shall procure that the Company or other member of the Buyer’s Group shall pay to the Warrantors an amount equal to the amount of the Benefit (less any costs incurred in recovering that receipt or obtaining such Benefit and any tax actually suffered thereon) to the extent that such amount does not exceed the aggregate amounts set off by the Buyer pursuant to Clause 19 in respect of all Claims. Any amount not so paid to the Warrantors shall be carried forward and set off against any future Claimssaving.

Recovery from Third Parties. 6.1 Where 4.1 If any Warrantor has paid the Buyer an amount in respect of any claim under paragraph 2 (Covenant by the Warrantors) of this Schedule or for breach of the Tax Warranties and the Company or the Buyer Buyer: 4.1.1 is or becomes, within four years from Completion, entitled to receive a payment or obtain a credit or set-off from any person (or any other member of than the Buyer’s Group) is or maybe entitled to recover a Benefit from a third party which is referable to a fact, matter, event or circumstance giving rise to a Claim (a “Third Party Claim”), the Buyer shall (or, as appropriate, shall procure that the Company or other a member of the Buyer’s Group shall): 6.1.1 give written notice to the Warrantors or an officer or employee of any of them, but including a Tax Authority) in respect of the matter or Benefit and thereafter shall regularly consult with the Warrantors with respect to the matter; 6.1.2 before seeking to recover any amount payment received from the Warrantors under this Agreement first use reasonable endeavours or the liability giving rise to such payment; or 4.1.2 has (whether by way operation of law, contract or otherwise), within four years of Completion, a claim against its insurers right of repayment or otherwise and including but without limitation proceedings or otherwise as the Warrantors may reasonably require) to enforce a Third Party Claim or recover a Benefit; 6.1.3 take such action and institute such proceedings, and give such information and assistance, as the Warrantors may reasonably request to enforce reimbursement against any person (other than the Warrantors) Buyer, the rights of any Company or a member of the Buyer’s Group or an officer or employee of any of them, but including a Tax Authority) in relation respect of the payment received from the Warrantor or the liability giving rise to any Third Party Claim provided such payment, the Buyer shall, or shall procure that the Warrantors Company shall, notify the Sellers’ Representative in writing as soon as reasonably practicable. 4.2 Following the notification under paragraph 4.1, if requested by the Sellers’ Representative, the Buyer shall indemnify each member take, or procure that the Company shall take, all reasonable steps to enforce the right to reimbursement or to obtain a repayment of Tax or set-off or credit and shall keep the Sellers’ Representative fully informed of any progress, provided that: 4.2.1 the Buyer is not required to take action which in its reasonable opinion, is likely to have a material adverse effect on the tax affairs of the Company or the Buyer’s Group for ; and 4.2.2 the Warrantors indemnify the Buyer and the Company against all reasonable costs and expenses properly incurred in obtaining that amount together with any additional Tax Liability which may be incurred by either of them as a result of any request or nomination by the Warrantors, in each case except where any such action would or might, in the sole opinion of the Buyer, adversely affect the reputation or goodwill of the relevant member of the Buyer’s Groupbeing taken pursuant to this paragraph 4. 6.2 Where 4.3 If the Buyer or the Company receives any repayment or the Buyer (or any other member of the Buyer’s Group) recovers a Benefit from a third party which any amount referred to in Paragraph 4.1, then to the extent that the amount is referable to a fact, matter, event or circumstance giving rise to a Claim or obtains a Benefit which is so referablenot taken into account in compiling the Completion Accounts, the Buyer shall (or, as appropriate, shall procure that the Company or other member of the Buyer’s Group shall pay to the relevant Warrantors an amount equal to the lesser of: 4.3.1 the amount of any payment, credit or set-off received or sum recovered (including any related interest or related repayment supplements) by the Benefit (Company under this paragraph 4 less any reasonable costs and/or expenses properly incurred by the Buyer or the Company in recovering or obtaining such Benefit and any tax actually suffered thereon) the amount from the third party (save to the extent that such any amount does not exceed the aggregate amounts set off has already been made good by the Buyer pursuant to Clause 19 Warrantors under paragraph 4.2.2) and less any amount in respect of all Claims. Tax suffered in respect of that amount; and 4.3.2 the amount paid by the relevant Warrantors under paragraph 2 (Covenant by the Warrantors) of this Schedule or the Tax Warranties. 4.4 Any amount recovered in accordance with paragraph 4.2 and not so paid to the Warrantors under paragraph 4.3 shall be carried forward and set off against any future Claimspayment due from the Warrantors under this Schedule or the Tax Warranties. 4.5 Where the Buyer is liable to make any payment under this paragraph 4, the due date for the making of that payment shall be: 4.5.1 ten Business Days following the receipt, reimbursement or recovery in question by the Buyer or the Company; or 4.5.2 in the case where the Buyer or the Company obtains a Relief, the date on which Tax would have become due to the appropriate Tax Authority but for the use of such Relief; or 4.5.3 in a case where an excess is carried forward and paid in accordance with paragraph 4.4, the date the Warrantors’ payment under this Schedule or the Tax Warranties (against which the excess is set off) is made.

Recovery from Third Parties. 6.1 Where the Company or 5.1 If the Buyer becomes aware of any matter which would or might give rise to a Warranty Claim (taking no account of paragraph 1.2 for these purposes) and has or subsequently acquires a right to make recovery or claim indemnity from any other member third party (including under any policy of insurance) in relation to that matter, then it shall as soon as reasonably practicable notify the Seller of the Buyer’s Group) right, and shall comply with the provisions of paragraphs 5.3 to 5.6. 5.2 If any sum is paid by or maybe entitled on behalf of the Seller in satisfaction of a Warranty Claim, and the Buyer has or subsequently acquires a right to recover a Benefit make recovery or claim indemnity from a any third party which is referable to a fact, matter, event or circumstance (including under any policy of insurance) in respect of the matter giving rise to a Claim (a “Third Party that Warranty Claim”), the Buyer shall as soon as reasonably practicable notify the Seller of the right and the provisions of paragraphs 5.3 to 5.6 shall apply. 5.3 The Buyer shall at the Seller’s written request and cost (or, as appropriate, shall procure that and the Company or other Seller hereby agrees to indemnify the Buyer and any member of its Group against all costs incurred by the Buyer’s Buyer or any member of its Group shall): 6.1.1 give written notice to the Warrantors of the matter or Benefit and thereafter shall regularly consult with the Warrantors with respect to the matter; 6.1.2 before seeking to recover any amount resulting from the Warrantors Buyer complying with its obligations under this Agreement first use reasonable endeavours (whether by way paragraph, including any directly attributable increase in the premium payable on the renewal of a claim against its insurers or otherwise and including but without limitation proceedings or otherwise as the Warrantors may reasonably requireany insurance policy) to enforce a Third Party Claim or recover a Benefit; 6.1.3 take such action and institute initiate such proceedings, and give such information and assistance, as the Warrantors Seller may from time to time reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against any person (other than the WarrantorsSeller) the rights of any member of the Buyer’s Group Buyer or the Seller in relation to any Third Party Claim provided the matter in question (save that a request from the Seller shall be deemed to be unreasonable where there is a demonstrable risk that the Warrantors action requested would materially and adversely affect the Business). 5.4 Whether or not the Seller makes any request under paragraph 5.3, the Buyer shall: 5.4.1 consult with the Seller as soon as reasonably practicable with regard to any actual or proposed developments relating to the matter in question and provide the Seller with copies of all correspondence and documents they shall indemnify each member reasonably request in relation to that matter; and 5.4.2 not admit liability in respect of or settle or compromise the matter in question without the prior written consent of the BuyerSeller such consent not to be unreasonably withheld or delayed save where obtaining that consent would materially and adversely affect the Business. 5.5 To the extent that the Buyer receives any sum or other benefit by reason of the enforcement of any rights such as are referred to in paragraphs 5.1 or 5.2, then either the Seller’s Group for liability in relation to such Warranty Claim shall be reduced by the Amount Recovered, or if any sum has already been paid by or on behalf of the Seller in satisfaction of a Warranty Claim, then the Buyer shall pay the Amount Recovered to the Seller on or before the date five Business Days after the date on which that receipt or saving is made. For the purposes of paragraph 1.2 of this schedule, the Seller shall be deemed never to have been liable to the Buyer in respect of the Amount Recovered. 5.6 For the purposes of paragraph 5.5 of this schedule, the “Amount Recovered” shall be equal to so much of the sum or benefit received (including by way of interest or repayment supplement) by reason of the enforcement of any rights such as are referred to in paragraphs 5.1 or 5.2 as does not exceed the amount claimed by the Buyer in relation to such Warranty Claim or (as the case may be) the payment by or on behalf of the Seller in satisfaction of the relevant Warranty Claim, less any Taxation payable by the Buyer in respect of that receipt and less all reasonable costs and expenses properly incurred as a result of any request or nomination by the Warrantors, in each case except where any such action would or might, in the sole opinion of the Buyer, adversely affect the reputation or goodwill of the relevant member of the Buyer’s Group. 6.2 Where the Company or the Buyer (or any other member of the Buyer’s Group) recovers a Benefit from a third party which is referable to a fact, matter, event or circumstance giving rise to a Claim or obtains a Benefit which is so referable, the Buyer shall (or, as appropriate, shall procure that the Company or other member of the Buyer’s Group shall pay to the Warrantors an amount equal to the amount of the Benefit (less any costs incurred in recovering that receipt or obtaining such Benefit and any tax actually suffered thereon) to the extent that such amount does not exceed the aggregate amounts set off by the Buyer pursuant to Clause 19 in respect of all Claims. Any amount not so paid to the Warrantors shall be carried forward and set off against any future Claimssaving.

Recovery from Third Parties. 6.1 7.1 Where the Company Sellers or the Buyer (or any other member of the Buyer’s 's Group) is or maybe entitled to recover a Benefit from a third party (including any tax authority) which is referable to a fact, matter, event or circumstance giving rise to a Claim (a “"Third Party Claim”") whether before or after the Sellers have made payment hereunder), the Buyer shall (or, as appropriate, shall procure that the Company or other member members of the Buyer’s 's Group shall):shall):- 6.1.1 7.1.1 as soon as is reasonably practical (and in any event within 2 weeks of the Buyer becoming aware of such Third Party Claim) give detailed written notice to the Warrantors Sellers of the matter or Benefit and thereafter shall regularly consult with the Warrantors Sellers with respect to the matter; 6.1.2 7.1.2 before seeking to recover any amount from the Warrantors Sellers under this Agreement first use reasonable endeavours take all such steps as the Sellers shall reasonably request (whether by way of a claim against its insurers or otherwise and including but without limitation proceedings or otherwise as the Warrantors Sellers may reasonably require) to enforce a Third Party Claim or recover a Benefit; 6.1.3 7.1.3 take such action and institute such proceedings, proceedings and give such information and assistance, assistance as the Warrantors Sellers may reasonably request to enforce against any person (other than the WarrantorsSellers) the rights of any member of the Buyer’s 's Group in relation to any Third Party Claim provided that the Warrantors Sellers shall indemnify each member of the Buyer’s 's Group for all reasonable costs and expenses properly incurred as a result of any request or nomination by the Warrantors, in each case except where any such action would or might, in the sole opinion of the Buyer, adversely affect the reputation or goodwill of the relevant member of the Buyer’s GroupSellers. 6.2 7.2 Where the Company or the Buyer (or any other member of the Buyer’s 's Group) recovers a Benefit from a third party (including any Tax Authority) which is referable to a fact, matter, event or circumstance giving rise to a Claim or obtains a Benefit which is so referablereferable (whether before or after the Sellers have made payment hereunder), the Buyer shall (or, as appropriate, shall procure that the Company or other another member of the Buyer’s 's Group shall shall) pay to the Warrantors Sellers an amount equal to the amount of the Benefit (less any reasonable costs incurred in recovering or obtaining such Benefit and any tax actually suffered thereon) to the extent that such amount does not exceed the aggregate amounts set off payments previously made by the Buyer pursuant to Clause 19 Sellers in respect of all Claims. Any amount not so paid to the Warrantors Sellers shall be carried forward and set off against any future Claims.

Recovery from Third Parties. 6.1 Where 5.1 If the Company Purchaser or any member of the Buyer Purchaser's Group is entitled to recover from some other person (including under the Tail Policy or any other insurance policy) any sum in respect of any matter or event which is directly referable to a Warranty Claim or (solely in respect of a right of recovery under the Tail Policy) a Specific Indemnity Claim and in respect of which the Vendor had, has or could have any liability (a ʺRight of Recoveryʺ), the Purchaser will (or will procure that the relevant member of the Buyer’s GroupPurchaser's Group will): (a) notify the Vendor of the Right of Recovery as soon as reasonably practicable after becoming aware thereof and thereafter keep the Vendor aware of all material developments in relation to the Right of Recovery; (b) consult with the Vendor in relation to the Right of Recovery and in relation to the action to be taken in response thereto; (c) provide to the Vendor, on reasonable notice, copies of such documents as is in its possession or maybe entitled under its control (other than the working papers of any of its professional advisers) as the Vendor may reasonably request relating to recover a Benefit the relevant Right of Recovery, provided that nothing shall require the Purchaser to disclose any documents which are legally privileged or which it is required by law or other legally binding obligation to keep confidential; and (d) take reasonable account of the views of the Vendor before taking any action in relation to the Right of Recovery in question. 5.2 Subject to being indemnified by the Vendor in respect of all costs and expenses (including any increase in premium on ongoing insurance cover) in connection with such action, the Purchaser shall take and shall ensure that any relevant member of the Purchaser's Group takes all such action as the Vendor may reasonably request to enforce, pursue, negotiate and appeal any Right of Recovery, including in both cases pursuing any claim the Purchaser may have for reimbursement of costs and expenses. 5.3 Paragraphs 5.1 and 5.2 shall not apply to any right of recovery that any member of the Purchaser's Group may have under the W&I Policy. 5.4 Any sum so recovered by the Purchaser or any member of the Purchaser's Group from a third party pursuant to a Right of Recovery in respect of any matter or event which is directly referable to a fact, matter, event or circumstance giving rise to a Warranty Claim (a “Third Party Claim”), will reduce the Buyer shall (or, as appropriate, shall procure that the Company or other member amount of such claim after deduction of any Taxation in respect of the Buyer’s Group shall): 6.1.1 give written notice to the Warrantors of the matter or Benefit same and thereafter shall regularly consult with the Warrantors with respect to the matter; 6.1.2 before seeking to recover any amount from the Warrantors under this Agreement first use reasonable endeavours (whether by way of a claim against its insurers or otherwise and including but without limitation proceedings or otherwise as the Warrantors may reasonably require) to enforce a Third Party Claim or recover a Benefit; 6.1.3 take such action and institute such proceedings, and give such information and assistance, as the Warrantors may reasonably request to enforce against any person (other than the Warrantors) the rights of any member of the Buyer’s Group in relation to any Third Party Claim provided that the Warrantors shall indemnify each member of the Buyer’s Group for all reasonable costs and expenses properly incurred as a result of recovery and associated premium increases. 5.5 If the Vendor pays the Purchaser or any request or nomination by the Warrantors, in each case except where any such action would or might, in the sole opinion member of the Buyer, adversely affect Purchaser's Group a sum to settle or discharge a Warranty Claim and within five years of making the reputation payment the Purchaser (or goodwill relevant member of the Purchaser's Group) subsequently recovers a sum which is directly referable to such Warranty Claim then either: (a) the Purchaser will (or will procure that the relevant member of the Buyer’s Group. 6.2 Where Purchaser's Group will) repay the Company or the Buyer (or any other member Vendor such of the Buyer’s Group) recovers a Benefit amount recovered from a the third party which is directly referable to a fact, matter, event or circumstance giving rise to a the Warranty Claim or obtains a Benefit (less any Taxation on and reasonable costs and expenses incurred in recovering such amount and any associated insurance premium increases); or (b) if the amount recovered from the third party which is so referabledirectly referable to the Warranty Claim (less any Taxation on and reasonable costs and expenses incurred in recovering such amount and any associated insurance premium increases) is greater than the amount paid by the Vendor to settle or discharge the Warranty Claim, then the Buyer shall Purchaser (or, as appropriate, shall procure that the Company or other relevant member of the Buyer’s Group shall pay Purchaser's Group) is only obliged to repay to the Warrantors an Vendor such amount equal as is equivalent to the amount of the Benefit (less any costs incurred in recovering or obtaining such Benefit and any tax actually suffered thereon) to the extent that such amount does not exceed the aggregate amounts set off sum so paid by the Buyer pursuant Vendor in settlement or discharge of such Warranty Claim. 5.6 The Purchaser may not pursue (or continue to Clause 19 pursue) the Vendor in respect of all Claims. Any amount not so paid to a Warranty Claim while any Right of Recovery available under the Warrantors W&I Policy is being enforced and the time limits in paragraph 1.2 for issuing legal proceedings shall be carried forward and set off against any future Claimssuspended pending such enforcement.

Recovery from Third Parties. 6.1 7.1 Where the Sellers have paid an amount in full discharge of a liability under paragraph 2 in respect of any Liability for Taxation and the Buyer, the Company or any of the Buyer Subsidiaries is or becomes entitled to recover from some other person (not being the Buyer, the Company or any of the Subsidiaries or any other member company within the Buyer´s Tax Group), any amount in respect of the Buyer’s Group) is or maybe entitled to recover a Benefit from a third party which is referable to a fact, matter, event or circumstance giving rise to a Claim (a “Third Party Claim”)such Liability for Taxation, the Buyer shall (or, as appropriate, or shall procure that the Company or other member the relevant Subsidiary shall: 7.1.1 notify the Sellers of the Buyer’s Group shall):its entitlement as soon as reasonably practicable; and 6.1.1 give written notice to the Warrantors of the matter or Benefit and thereafter shall regularly consult with the Warrantors with respect to the matter; 6.1.2 before seeking to recover any amount from the Warrantors under this Agreement first use reasonable endeavours (whether by way of a claim against its insurers or otherwise and including but without limitation proceedings or otherwise as the Warrantors may reasonably require) to enforce a Third Party Claim or recover a Benefit; 6.1.3 take such action and institute such proceedings, and give such information and assistance, as the Warrantors may reasonably request to enforce against any person (other than the Warrantors) the rights of any member of the Buyer’s Group in relation to any Third Party Claim provided that the Warrantors shall indemnify each member of the Buyer’s Group for all reasonable costs and expenses properly incurred as a result of any request or nomination 7.1.2 if required by the WarrantorsSellers and, in each case except where any such action would or might, in the sole opinion of subject to the Buyer, adversely affect the reputation or goodwill of the relevant member of the Buyer’s Group. 6.2 Where the Company or the Buyer (relevant Subsidiary being secured and indemnified by the Sellers against any Tax that may be suffered on receipt of that amount and any costs and expenses incurred in recovering that amount, take or any other member of the Buyer’s Group) recovers a Benefit from a third party which is referable to a fact, matter, event or circumstance giving rise to a Claim or obtains a Benefit which is so referable, the Buyer shall (or, as appropriate, shall procure that the Company or other member the relevant Subsidiary takes all reasonable steps to enforce that recovery against the person in question (keeping the Sellers fully informed of the progress of any action taken), provided that the Buyer shall not be required to take any action pursuant to this paragraph 7.1 which, in the Buyer´s reasonable opinion, is likely to harm its, the Company´s or the relevant Subsidiary´s commercial relationship (potential or actual) with that or any other person. 7.2 If the Buyer’s Group , the Company or any of the Subsidiaries recovers any amount referred to in paragraph 7.1 the Buyer shall pay account to the Warrantors an Sellers for the lesser of: 7.2.1 any amount equal to the amount of the Benefit recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of that amount and any costs and expenses incurred in recovering or obtaining such Benefit and any tax actually suffered thereon) that amount (save to the extent that such amount does not exceed the aggregate amounts set off has already been made good by the Buyer pursuant to Clause 19 Sellers under paragraph 7.1.2); and 7.2.2 the amount paid by the Sellers under paragraph 2 in respect of all Claims. Any amount not so paid to the Warrantors shall be carried forward and set off against any future ClaimsLiability for Taxation in question.

Recovery from Third Parties. 6.1 Where 8.1 If the Purchaser, any Target Group Company or the Buyer (or any other member of the BuyerPurchaser’s Group) Group is or maybe at any time entitled to recover a Benefit or otherwise claim reimbursement from a third party which is referable to a fact, matter, event in respect of any matter or circumstance giving rise to a Warranty Claim (a “Third Party Claim”), the Buyer shall (or, as appropriate, shall procure that the Company or other member of the Buyer’s Group shall): 6.1.1 give written notice to the Warrantors of the matter or Benefit and thereafter shall regularly consult with the Warrantors with respect to the matter; 6.1.2 before seeking to recover any amount from the Warrantors under this Agreement first use reasonable endeavours (whether by way of a claim against its insurers or otherwise and including but without limitation proceedings or otherwise as the Warrantors may reasonably require) to enforce a Third Party Claim or recover a Benefit; 6.1.3 take such action and institute such proceedings, and give such information and assistance, as the Warrantors may reasonably request to enforce against any person (other than a Tax Claim) or a Clause 10.7 Covenant Claim, then the WarrantorsPurchaser shall where practicable procure that all necessary steps are taken to enforce such recovery or seek such reimbursement from the relevant third party before pursuing a Warranty Claim (other than a Tax Claim) or a Clause 10.7 Covenant Claim against any of the Sellers, provided that this shall not prevent the Purchaser from serving notice of such Warranty Claim or Clause 10.7 Covenant Claim pursuant to paragraph 1 of this Schedule 5 or taking steps necessary to ensure that its rights against the Sellers are not limited pursuant to paragraph 4.1 or 4.2 of this Schedule 5. 8.2 If: (a) the rights Sellers make a payment in respect of a Warranty Claim (other than a Tax Claim), a Clause 10.7 Covenant Claim or a claim under clauses 10.8 or 10.9 (the “Damages Payment”); (b) at any member time after the making of such payment the Buyer’s Target Group in relation to any Third Party Claim provided that the Warrantors shall indemnify each member of the Buyer’s Group for all reasonable costs and expenses properly incurred as a result of any request or nomination by the Warrantors, in each case except where any such action would or might, in the sole opinion of the Buyer, adversely affect the reputation or goodwill of the relevant member of the Buyer’s Group. 6.2 Where the Company or the Buyer (or Purchaser receives any other member of sum which would not have been received but for the Buyer’s Group) recovers a Benefit from a third party which is referable to a fact, matter, event matter or circumstance giving rise to that Warranty Claim, a Clause 10.7 Covenant Claim or obtains a Benefit claim under clauses 10.8 or 10.9 (the “Third Party Sum”); (c) the receipt of the Third Party Sum was not taken into account in calculating the Damages Payment; and (d) the aggregate of the Third Party Sum and the Damages Payment less all unreimbursed costs incurred by the Target Group or the Purchaser in recovering such Damages Claim and Third Party Sum exceeds the amount required to compensate the Purchaser in full for the loss or liability which is so referablegave rise to the Warranty Claim, Clause 10.7 Covenant Claim or claim under clauses 10.8 or 10.9 in question (such excess being the “Excess Recovery”), the Buyer shall (orPurchaser shall, as appropriate, shall procure that the Company or other member promptly following receipt of the Buyer’s Group shall pay Third Party Sum by it or the Target Group, repay to the Warrantors Sellers an amount equal to the amount lower of (i) the Benefit Excess Recovery and (less any costs incurred in recovering or obtaining such Benefit and any tax actually suffered thereonii) to the extent that such amount does not exceed the aggregate amounts set off by the Buyer pursuant to Clause 19 in respect of all Claims. Any amount not so paid to the Warrantors shall be carried forward and set off against any future ClaimsDamages Payment.