Common use of Recovery from Third Parties Clause in Contracts

Recovery from Third Parties. 9.1 Without prejudice to the Covenantors obligation to make any payment hereunder, where the Purchaser or the Company or the Subsidiary concerned is entitled to recover from any person other than the Purchaser or the Company or the Subsidiary concerned or any person connected with any of them a payment or relief in respect of the Tax liability in question, the Purchaser shall procure that the Company or the Subsidiary shall as soon as reasonably practicable following it becoming aware of its entitlement notify the Covenantors and if so required by the Covenantors and at their expense, take all appropriate steps to enforce such recovery (keeping the Covenantors fully informed of the progress of any action taken) and shall pay to the Covenantors an amount equal to the amount received or the amount that the Purchaser or the Company or the Subsidiary concerned will save by virtue of the receipt of the relief (less the amount of all costs and expenses in obtaining such payment or relief, and net of any Tax payable on the amount received or that would have been payable but for the use or set off of any relief) to the extent that the payment to the Covenantors does not exceed the payment originally made by the Covenantors (net of any Tax suffered thereon), and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Purchaser or the Company or the Subsidiary concerned receives a relief as referred to in paragraph 9.1, a payment shall not be made to the Covenantors before the date on which the Tax that would have been payable but for the relief would have become recoverable by the appropriate Tax authority, and shall not be made to the extent that, but for the use of such relief, the Company or the Subsidiary concerned would have had an actual Tax liability in respect of which the Purchaser would have been able to make a claim against the Covenantors under this Schedule.

Recovery from Third Parties. 9.1 Without prejudice to 7.1 Where the Covenantors obligation to make Vendor has paid an amount in full discharge of a liability under paragraph 1 or in respect of a Tax Warranty Claim in respect of any payment hereunder, where Liability for Taxation and the Purchaser or the an Acquired Group Company or a member of the Subsidiary concerned Purchaser’s Tax Group is or becomes entitled to recover from some other person (not being the Purchaser, an Acquired Group Company, any person other than member of the Purchaser or the Company or the Subsidiary concerned Purchaser’s Tax Group or any person connected with current officer, director or employee of any of them a payment or relief them) any amount in respect of the Tax liability in questionsuch Liability for Taxation, the Purchaser shall or shall procure that the relevant Acquired Group Company or shall: (a) notify the Subsidiary shall Vendor of the entitlement (giving reasonable details as to the entitlement) as soon as reasonably practicable following it becoming aware of its entitlement notify the Covenantors and practicable; and (b) if so required by the Covenantors Vendor and, subject to the Purchaser and at their expensethe relevant Acquired Group Company or member of the Purchaser’s Tax Group being indemnified by the Vendor against any Tax that may be suffered on receipt of that amount and any reasonable costs and expenses properly incurred in recovering that amount, take or procure that the relevant Acquired Group Company or member of the Purchaser’s Tax Group takes all appropriate reasonable steps to enforce such that recovery against the person in question (keeping the Covenantors fully Vendor informed of the progress of any material action taken) and provided that the Purchaser shall pay not be required to take any action pursuant to this paragraph 7.1 which, in the Covenantors an amount equal Purchaser's reasonable opinion, is likely to the amount received cause harm to its or the amount relevant Acquired Group Company’s commercial or employment relationship with that or any other person and the Purchaser determines in good faith that such harm is material in the circumstances. 7.2 If the Purchaser or the relevant Acquired Group Company or the Subsidiary concerned will save by virtue member of the receipt Purchaser’s Tax Group recovers any amount referred to in paragraph 7.1, the Purchaser shall, within ten Business Days of making the relief recovery, pay to the Vendor the lesser of: (a) any amount recovered (including any related interest or related repayment supplement) less the any Tax suffered in respect of that amount of all and any reasonable costs and expenses properly incurred in obtaining such payment or relief, and net of any Tax payable on the recovering that amount received or that would have been payable but for the use or set off of any relief) (save to the extent that the payment to the Covenantors does not exceed the payment originally Tax, costs or expenses have already been made good by the Covenantors Vendor under paragraph 7.1(b)); and (net of any Tax suffered thereon), and to b) the extent that amount paid by the right to such payment or relief is not prejudiced thereby. 9.2 Where the Purchaser Vendor under paragraph 2 or the Company or the Subsidiary concerned receives a relief as referred to in paragraph 9.1, a payment shall not be made to the Covenantors before the date on which the Tax that would have been payable but for the relief would have become recoverable by the appropriate Tax authority, and shall not be made to the extent that, but for the use of such relief, the Company or the Subsidiary concerned would have had an actual Tax liability Warranties in respect of which the Purchaser would have been able to make a claim against the Covenantors under this ScheduleLiability for Taxation in question.

Recovery from Third Parties. 9.1 Without prejudice to If, in the Covenantors obligation to make event of any payment hereunder, where becoming due from the Purchaser Warrantors under part 2 or for breach of any Taxation Warranty and the Company or either is immediately entitled at the Subsidiary concerned is entitled due date for the making of that payment to recover from some other person any person other than the Purchaser or the Company or the Subsidiary concerned or any person connected with any of them a payment or relief sum in respect of the Tax liability Taxation Liability that has resulted in questionthat payment becoming due from the Warrantors, or at some subsequent date becomes entitled to make such a recovery, then the Purchaser shall procure that the Company shall (in either of those cases) but without prejudice to the Warrantors' obligations to make payment under part 2 or for breach of any Taxation Warranties on the Subsidiary shall as soon as reasonably practicable following it becoming aware due date, promptly notify the Warrantors of its entitlement notify and the Covenantors and Purchaser shall procure, if so required by the Covenantors Warrantors, (provided the Warrantors shall first indemnify the Company to the Purchaser's reasonable satisfaction against all losses, damages, reasonable costs and at their expense, take all appropriate expenses which may be incurred by the Company) that the Company takes such reasonable steps as the Warrantors shall reasonably request to enforce such that recovery (keeping the Covenantors fully Warrantors informed of the progress of any action taken) and shall pay account to the Covenantors an amount equal to the amount received or the amount that the Purchaser or Warrantors for so much of any sum so recovered (less (a) any Tax payable by the Company or the Subsidiary concerned will save by virtue of the receipt of the relief thereon, and (less the amount of b) all reasonable charges, costs and expenses incurred by the Company in obtaining recovering such payment or relief, and net of any Tax payable on the amount received or that would have been payable but for the use or set off of any reliefsum) to the extent that the payment to the Covenantors as does not exceed the payment originally made amount which the Warrantors have paid or that is due to be paid by the Covenantors (net of any Tax suffered thereon), and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Purchaser or the Company or the Subsidiary concerned receives a relief as referred to in paragraph 9.1, a payment shall not be made to the Covenantors before the date on which the Tax that would have been payable but for the relief would have become recoverable by the appropriate Tax authority, and shall not be made to the extent that, but for the use of such relief, the Company or the Subsidiary concerned would have had an actual Tax liability in respect of which the Purchaser would have been able to make a claim against the Covenantors Warrantors under this ScheduleDeed).

Recovery from Third Parties. 9.1 Without prejudice 7.1 Where the Warrantors have made a payment to the Covenantors obligation Buyer pursuant to make paragraph 2 above or for breach of any payment hereunderof the Tax Warranties, where the Purchaser or in either case in full discharge of their liability thereunder and the Company or the Subsidiary concerned is entitled to recover from any other person (other than the Purchaser or Buyer, any member of the Company or the Subsidiary concerned Buyer’s Tax Group or any person connected with officer or employee of the Buyer or of a member of the Buyer’s Tax Group) any of them a payment or relief sum in respect of the Tax liability in questionmatter to which the payment made by the Warrantors relates, the Purchaser Buyer shall procure that notify the Company or Seller Representative of the Subsidiary shall entitlement as soon as reasonably practicable following after it becoming becomes aware of such entitlement. 7.2 Provided that the Warrantors shall have first indemnified and secured the Buyer against its entitlement notify reasonable and properly incurred costs and expenses (including any Tax that may be suffered on any relevant sums and including any costs and expenses of the Covenantors and if so required by Company) the Covenantors and at their expense, Buyer shall take all appropriate reasonable steps to procure that the Company shall take such action as the Warrantors (acting unanimously) shall reasonably request to enforce such recovery (keeping as is mentioned in Paragraph 7.1 above against the Covenantors fully informed of the progress of any action taken) third party in question and shall pay account to the Covenantors an amount equal Warrantors for any sums recovered but less any costs or expenses (including Tax) incurred or suffered by the Buyer and/or ​ ​ the Company, up to the amount received or previously paid by the amount that the Purchaser or the Company or the Subsidiary concerned will save by virtue of the receipt of the relief (less the amount of all costs and expenses in obtaining such payment or relief, and net of any Tax payable on the amount received or that would have been payable but for the use or set off of any relief) Warrantors to the extent that the payment to the Covenantors does not exceed the payment originally made by the Covenantors (net of any Tax suffered thereon), and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Purchaser or the Company or the Subsidiary concerned receives a relief as referred to in paragraph 9.1, a payment shall not be made to the Covenantors before the date on which the Tax that would have been payable but for the relief would have become recoverable by the appropriate Tax authority, and shall not be made to the extent that, but for the use of such relief, the Company or the Subsidiary concerned would have had an actual Tax liability Buyer in respect of which the Purchaser would have been able matter in question (except for any sum paid in respect thereof under paragraph 2.1(k) above)). 7.3 Neither the Buyer nor the Company shall be required to make a claim against take any step requested by the Covenantors Warrantors under this ScheduleParagraph 5 which it reasonably considers would prejudice its commercial position or employment relationship with any other person or would be prejudicial to its Tax affairs or its dealings with any Tax Authority.

Recovery from Third Parties. 9.1 Without prejudice to 5.1 Where the Covenantors obligation to make any payment hereunderPurchaser, where the Purchaser or the Company or the its Subsidiary concerned is or becomes entitled to recover from any some other person other than (including for the Purchaser or avoidance of doubt a Taxation Authority) not being the Purchaser, the Company or the its Subsidiary concerned or any person connected with other company within the Purchaser's Tax Group, any of them a payment or relief amount in respect of a Liability for Taxation, which has resulted in a payment being made by the Vendor under the Tax liability in questionWarranties or the Tax Covenant, the Purchaser shall or shall procure that the Company or its Subsidiary shall: o notify the Subsidiary shall Vendor of its entitlement as soon as reasonably practicable following it becoming aware of its entitlement notify the Covenantors practicable; and o if so required by the Covenantors Vendor and, subject to the Purchaser, the Company or its Subsidiary being indemnified by the Vendor against any Tax that may be suffered on receipt of that amount and at their expenseany costs and expenses incurred in recovering that amount, take or procure that the Company or its Subsidiary takes all appropriate reasonable steps to enforce such that recovery against the person in question (keeping the Covenantors Vendor fully informed of the progress of any action taken) and shall pay save where in the Purchaser's reasonable opinion, to do so is likely to harm its or the Covenantors Company's or its Subsidiary's commercial relationship with that or any other person to an amount equal to extent as great or greater than the amount received or which is sought to be recovered. 5.2 If the amount that the Purchaser or Purchaser, the Company or its Subsidiary recovers any amount referred to in paragraph 5.1, whether after taking any action requested by the Subsidiary concerned will save by virtue Vendor or otherwise the Purchaser shall as soon as reasonably practicable account to the Vendor for the lesser of: o any amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of the receipt of the relief (less the that amount of all and any costs and expenses incurred in obtaining such payment or relief, and net of any Tax payable on the recovering that amount received or that would have been payable but for the use or set off of any relief) (save to the extent that the payment to the Covenantors does not exceed the payment originally that amount has already been made good by the Covenantors (net of Vendor); and o the amount paid by the Vendor under paragraph 2 or under any Tax suffered thereon), and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Purchaser or the Company or the Subsidiary concerned receives a relief as referred to in paragraph 9.1, a payment shall not be made to the Covenantors before the date on which the Tax that would have been payable but for the relief would have become recoverable by the appropriate Tax authority, and shall not be made to the extent that, but for the use of such relief, the Company or the Subsidiary concerned would have had an actual Tax liability Warranty in respect of which the Purchaser would have been able to make a claim against the Covenantors under this ScheduleLiability for Taxation in question.

Recovery from Third Parties. 9.1 Without prejudice to 10.1 If the Covenantors obligation to make any payment hereunder, where the Purchaser Buyer or the Company or the Subsidiary concerned is is, within seven years from Completion, entitled to recover from any person (other than the Purchaser Buyer or the Company) a sum in respect of any matter to which a Tax Claim or a claim for breach of any of the Tax Warranties relates, the Buyer shall, or shall procure that the Company shall (as relevant): (a) notify the Warrantors of that fact as soon as possible; and (b) if the Warrantors indemnify the Buyer, or, as appropriate, the Company (to the Buyer's reasonable satisfaction) against the reasonable costs of the Buyer or, as appropriate, the Company in connection with taking the following action, the Buyer shall or shall procure that the Company shall as soon as reasonably practicable take such action as may be reasonably requested by the Warrantors to enforce recovery against that person provided however that the Buyer shall not be obliged to, or be obliged to procure that the Company shall, take any action that the Buyer reasonably believes is likely to materially adversely affect (as compared with the amount of the Claim for Tax) the future liability of the Buyer or the Company to Tax (save where the Buyer is fully indemnified to the Buyer’s reasonable satisfaction against such future liability) or the Subsidiary concerned business or financial interests of either of them or of any person connected with any of them a payment them. 10.2 In the event that the Buyer or relief the Company recovers any sum referred to in paragraph 10.1 of this Schedule, the Buyer shall pay to the Warrantors as soon as reasonably practicable the lesser of: (a) any amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of that amount and any reasonable costs and expenses incurred in recovering that amount; and (b) the amount paid by the Warrantors under this Schedule in respect of the Tax liability Liability in question, the Purchaser shall procure that the Company or the Subsidiary shall as soon as reasonably practicable following it becoming aware of its entitlement notify the Covenantors and if so required by the Covenantors and at their expense, take all appropriate steps to enforce such recovery (keeping the Covenantors fully informed of the progress of any action taken) and shall pay to the Covenantors an amount equal to the amount received or the amount that the Purchaser or the Company or the Subsidiary concerned will save by virtue of the receipt of the relief (less the amount of all costs and expenses in obtaining such payment or relief, and net of any Tax payable on the amount received or that would have been payable but for the use or set off of any relief) to the extent that the payment to the Covenantors does not exceed the payment originally made by the Covenantors (net of any Tax suffered thereon), and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Purchaser or the Company or the Subsidiary concerned receives a relief as referred to in paragraph 9.1, a payment shall not be made to the Covenantors before the date on which the Tax that would have been payable but for the relief would have become recoverable by the appropriate Tax authority, and shall not be made to the extent that, but for the use of such relief, the Company or the Subsidiary concerned would have had an actual Tax liability in respect of which the Purchaser would have been able to make a claim against the Covenantors under this Schedule.

Recovery from Third Parties. 9.1 Without prejudice to (i) Where the Covenantors obligation to make Founders have paid an amount under Section 8.3(b) in respect of any payment hereunderLiability for Tax, where or in respect of any other liability, and, on or before the Purchaser seventh anniversary of Completion, the Buyer or the any Company Group Member is, or the Subsidiary concerned is becomes, entitled to recover from any some other person other than that is not the Purchaser Company Group Member or the Company or the Subsidiary concerned Buyer or any person connected with other company in the Buyer’s Tax Group, any of them a payment or relief amount in respect of the Tax liability in questionany such Liability for Tax, or such other liability, the Purchaser Buyer shall or shall procure that the Company Group Member or the relevant Subsidiary shall shall: (A) notify the Founders of its entitlement as soon as reasonably practicable following it becoming aware of its entitlement notify the Covenantors and practicable; and (B) if so required by the Covenantors Founders and, subject to the Buyer and at their expensethe relevant Company Group Member being indemnified (to the reasonable satisfaction of the Buyer) by the Founders against any Tax that may be suffered on receipt of that amount and any losses, take liabilities, damages, costs and expenses incurred in recovering that amount, take, or procure that the relevant Company Group member takes, all appropriate steps reasonably requested by the Founders to enforce such that recovery against the person in question (keeping the Covenantors Founders fully informed of the progress of any action taken) and provided that the Buyer shall pay not be required to take any action (or to procure that any action is taken) under this Section 8.3(f) (other than an action against (1) a Tax Authority, or (2) any Person in respect of any Tax advice given by that Person to the Covenantors an relevant Company Group Member on or before Completion, that in the Buyer’s reasonable opinion, is likely to harm its or the relevant Company Group Member’s material and actual commercial or employment relationship with that Person. (ii) If on or before the seventh anniversary of Completion, the Buyer, the relevant Company Group Member or the relevant Subsidiary recovers any amount equal referred to in Section 8.3(h)(i), the Buyer shall account to the Founders for the lesser of: (iii) any amount received recovered (including any related interest or the related additional payment made by any Tax Authority) less any Tax suffered in respect of that amount that the Purchaser or the Company or the Subsidiary concerned will save by virtue of the receipt of the relief (less the amount of all and any losses, liabilities, damages, costs and expenses incurred in obtaining such payment or relief, and net of any Tax payable on the recovering that amount received or that would have been payable but for the use or set off of any relief) to the extent that the payment to the Covenantors does not exceed the payment originally made by the Covenantors (net of any Tax suffered thereon), except if and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Purchaser or the Company or the Subsidiary concerned receives a relief as referred to in paragraph 9.1, a payment shall not be amount has already been made to the Covenantors before the date on which the Tax that would have been payable but for the relief would have become recoverable good by the appropriate Tax authority, and shall not be made to Founders under Section 8.3(h)(ii)); and (iv) the extent that, but for amount paid by the use of such relief, the Company or the Subsidiary concerned would have had an actual Tax liability Founders under Section 8.3(b) in respect of which the Purchaser would have been able to make a claim against the Covenantors under this ScheduleLiability for Tax in question.

Recovery from Third Parties. 9.1 Without prejudice to the Covenantors obligation to make If any payment hereunderis made by the Sellers under this Schedule in full discharge of a liability which arises under this Schedule in respect of a Tax Liability and the Purchaser, where the Purchaser or the Company or the Subsidiary concerned is subsequently receives or becomes entitled to recover receive from any person other than the Purchaser or Purchaser, the Company or the Subsidiary concerned or any person connected with any of them a payment or relief Relief in respect of the Tax liability Liability in questionquestion (which payment or Relief is received by virtue of a legal right), the Purchaser shall procure that the Company or the Subsidiary shall as soon as reasonably practicable following it becoming aware of its entitlement notify the Covenantors and if so required by the Covenantors and at their expense, take all appropriate steps to enforce such recovery (keeping the Covenantors fully informed of the progress of any action taken) and shall pay to the Covenantors Sellers an amount equal to the amount received or the amount that the Purchaser or Purchaser, the Company or the Subsidiary concerned will save by virtue of the receipt of the relief Relief (less the amount of all costs and expenses in obtaining such payment or reliefRelief, and net of any Tax payable on the amount received or that would have been payable but for the use or set off of any reliefRelief) to the extent that the payment to the Covenantors Sellers does not exceed the payment originally made by the Covenantors Sellers (net of any Tax suffered thereon), and to the extent that the right to such payment or relief Relief is not prejudiced thereby. To the extent that the payment or Relief exceeds the payment originally made by the Sellers, such excess shall be carried forward and set off against any future liability of the UK Tax Warrantors under this Schedule. 9.2 Where the Purchaser or Purchaser, the Company or the Subsidiary concerned receives a relief Relief as referred to in paragraph 9.1, a payment shall not be made to the Covenantors Sellers before the date on which the Tax that would have been payable but for the relief Relief would have become recoverable by the appropriate Tax authorityAuthority, and shall not be made to the extent that, but for the use of such relief, Relief the Company or the Subsidiary concerned would have had an actual Tax liability Liability in respect of which the Purchaser would have been able to make a claim against the Covenantors Sellers under this Schedule.

Recovery from Third Parties. 9.1 Without prejudice to the Covenantors obligation to make 5.1 If any payment hereunderis made by the Sellers under this Schedule in discharge of a liability which arises under this Schedule in respect of a liability in respect of tax and the Purchaser, where any member of the Purchaser Purchaser’s Group or the Company Target Entity concerned becomes aware (or the Subsidiary concerned ought reasonably to be aware) that it is or has become entitled to recover or obtain from any person other than the Purchaser or the Company or the Subsidiary concerned Purchaser, any Target Entity or any person connected with any of them a payment or relief in respect of the Tax tax liability in question, then the Purchaser shall procure that the Company or the Subsidiary shall shall: (a) as soon as reasonably practicable following it becoming aware of its entitlement notify the Covenantors Sellers’ Representative of such entitlement and shall, if so required requested by the Covenantors Sellers’ Representative and at (subject to the Purchaser and the relevant Target Entity being indemnified to their expensereasonable satisfaction by the Sellers against all losses (including additional taxation), damages, costs and expenses which may be reasonably incurred) take and procure that the relevant entity takes all appropriate reasonable steps to enforce such that recovery (keeping the Covenantors fully Sellers’ Representative informed of the progress of any action taken); and (b) and shall to the extent any such payment or relief is subsequently received by the Purchaser or the Target Entity concerned, pay to the Covenantors Sellers’ Representative (on behalf of the Sellers) an amount equal to the amount received or the amount that the Purchaser or the Company or the Subsidiary Target Entity concerned will save saves by virtue of the receipt of the relief (less the amount of all costs and expenses in obtaining such payment or relief, and net of any Tax tax payable on the amount received or that would have been payable but for the use or set off of any Purchaser’s relief) to the extent that the payment to the Covenantors Sellers’ Representative does not exceed the payment originally made by the Covenantors Sellers (net of any Tax tax suffered thereonthereon by the Purchaser which was not subject to an increased payment under paragraph 1 of Part C of this Schedule), and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 5.2 Where the Purchaser or the Company or the Subsidiary Target Entity concerned receives a relief as referred to in paragraph 9.15.1, a payment shall not be made to the Covenantors before Sellers’ Representative within 10 Business Days of the date on which the Tax tax that would have been payable but for the relief would have become recoverable by the appropriate Tax payable to a tax authority, and shall not be made to the extent that, but for the use of such relief, the Company or the Subsidiary Target Entity concerned would have had an actual Tax tax liability in respect of which the Purchaser would have been able to make a claim against the Covenantors any Seller under this Part of this Schedule. In all other cases, payment shall be made within 10 Business Days of receipt of the relevant amount under Clause 5.1.

Recovery from Third Parties. 9.1 Without prejudice (i) Subject to the Covenantors obligation to make any payment hereunderand save as provided in paragraph 2(B) of Part B of Schedule 6, where the Purchaser or Purchaser, a member of the Purchaser's Group and/or a Group Company or the Subsidiary concerned is are at any time entitled to recover from some other person any person sum in respect of any matter giving rise to a claim under the Warranties or under the Environmental Undertaking or under any of the other than provisions of this Agreement, the Purchaser or the shall, and shall procure that such Group Company or the Subsidiary concerned or any person connected with any of them a payment or relief in respect relevant member of the Tax liability in questionPurchaser's Group shall, provided that GEC shall have given the Purchaser shall procure that such indemnities as the Company or the Subsidiary shall as soon as Purchaser may reasonably practicable following it becoming aware of its entitlement notify the Covenantors and if so required by the Covenantors and at their expenserequire in connection therewith, take undertake all appropriate reasonable steps to enforce such recovery prior to taking action against GEC (keeping the Covenantors fully informed other than to notify GEC of the progress claim against GEC) and, in the event that the Purchaser or such Group Company or relevant member of the Purchaser's Group recover any amount from such other person, the amount of the claim against GEC shall be reduced by the amount recovered, less all reasonable costs, charges and expenses incurred by the Purchaser or such Group Company or relevant member of the Purchaser's Group recovering that sum from such other person or if that sum is greater, the claim shall be extinguished. (ii) If GEC pays at any time to the Purchaser or the relevant member of the Purchaser's Group an amount pursuant to a claim in respect of the Warranties or under the Environmental Undertaking or under any other provisions of this Agreement and the Purchaser or relevant member of the Purchaser's Group subsequently becomes entitled to recover from some other person any sum in respect of any action taken) matter giving rise to such claim, the Purchaser shall, and shall pay procure that or the relevant member of the Purchaser's Group shall, provided that GEC shall have given the Purchaser such indemnities as the Purchaser may reasonably require in connection therewith, take all reasonable steps to enforce such recovery, and shall forthwith repay to GEC so much of the amount paid by GEC to the Covenantors Purchaser or the relevant member of the Purchaser's Group as does not exceed the sum recovered from such other person less all reasonable costs, charges and expenses incurred by the Purchaser or relevant member of the Purchaser's Group recovering that sum from such other person; and (iii) If any amount is repaid to GEC by the Purchaser or the relevant member of the Purchaser's Group pursuant to sub-paragraph (D)(ii) above, an amount equal to the amount received or the amount that so repaid shall be deemed never to have been paid by GEC to the Purchaser or the Company or the Subsidiary concerned will save by virtue of the receipt of the relief (less the amount of all costs and expenses in obtaining such payment or relief, and net of any Tax payable on the amount received or that would have been payable but for the use or set off purposes of any relief) to the extent that the payment to the Covenantors does not exceed the payment originally made by the Covenantors (net of any Tax suffered thereon), and to the extent that the right to such payment or relief is not prejudiced therebyparagraph 3.1. 9.2 Where the Purchaser or the Company or the Subsidiary concerned receives a relief as referred to in paragraph 9.1, a payment shall not be made to the Covenantors before the date on which the Tax that would have been payable but for the relief would have become recoverable by the appropriate Tax authority, and shall not be made to the extent that, but for the use of such relief, the Company or the Subsidiary concerned would have had an actual Tax liability in respect of which the Purchaser would have been able to make a claim against the Covenantors under this Schedule.

Recovery from Third Parties. 9.1 Without prejudice to the Covenantors obligation to make (a) Where a Claimant is or becomes entitled (whether under any payment hereunderinsurance or by way of payment, where the Purchaser discount, credit, set off, counterclaim or the Company or the Subsidiary concerned is entitled otherwise) to recover from any person other than the Purchaser third party (including any fiscal or the Company taxation authority or the Subsidiary concerned or body) any person connected with any of them a payment or relief sum in respect of Taxation or any other loss, damage, or liability which is or may be the Tax liability in questionsubject of a Claim, the Purchaser shall procure that the Company or the Subsidiary shall as soon as reasonably practicable following it becoming aware of its entitlement notify the Covenantors and Claimant shall, if so required by the Covenantors Warrantors and at their expensesubject to paragraph (b) of this Section 10.6, take or procure (and, if the Claimant is the Purchaser, procure the Companies in the Group) to take all appropriate such steps or proceedings as the Warrantors may reasonably require to enforce such recovery recovery. (keeping b) All such steps and proceedings shall be taken at the Covenantors fully informed Warrantors' cost and expense and the Claimant shall not be under any obligation to take them or procure them to be taken unless the Warrantors shall have provided indemnities to the reasonable satisfaction of the progress of any action taken) and shall pay to the Covenantors an amount equal to the amount received or the amount that the Purchaser or the Company or the Subsidiary concerned will save by virtue of the receipt of the relief (less the amount Claimant in respect of all costs and expenses likely to be incurred. (c) If any such sum as is referred to in obtaining such payment or reliefSection 10.6(a) shall be recovered by the Claimant from the third party, and net any claim by the Claimant in respect of any Tax payable Taxation or other loss, damage or liability to which the sum relates shall be limited (without prejudice to any other limitations on the amount received or that would have been payable but for liability of the use or set off of any reliefWarrantors referred to in this Article X) to the extent that amount (if any) by which the payment amount of such Taxation or other loss, damage or liability exceeds the aggregate of: (i) the sum recovered less all reasonable costs, charges and expenses incurred by the Claimant in recovering the sum from the third party; and (ii) any sum or sums previously paid by the Warrantors to the Covenantors does not exceed the payment originally made by the Covenantors (net of any Tax suffered thereon), and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Purchaser or the Company or the Subsidiary concerned receives a relief as referred to in paragraph 9.1, a payment shall not be made to the Covenantors before the date on which the Tax that would have been payable but for the relief would have become recoverable by the appropriate Tax authority, and shall not be made to the extent that, but for the use of such relief, the Company or the Subsidiary concerned would have had an actual Tax liability Claimant in respect of which the Purchaser would have been able to make a claim against the Covenantors under this Schedulesuch Taxation or other loss, damage or liability.

Recovery from Third Parties. 9.1 Without prejudice to (a) If the Covenantors obligation to make any payment hereunderPurchaser, where the Purchaser or the Company or any other member of the Subsidiary concerned is entitled Purchaser’s Group has reasonable grounds to recover from some other person (including insurers) (but excluding any person other than the Purchaser or the Company or the Subsidiary concerned or any person connected with any of them a payment or relief in respect member of the Seller’s Group) any Losses which give rise or may reasonably likely give rise to any claim under the Warranties excluding a claim for breach of the Warranties in paragraph 18 of Schedule 3 (Warranties) and excluding a claim under the Tax liability in questionCovenant, the Purchaser shall or shall procure that the Company or the Subsidiary relevant member of the Purchaser’s Group shall as soon as reasonably practicable following it becoming aware of its entitlement notify the Covenantors and if so required by the Covenantors and at their expense, take use all appropriate steps reasonable endeavours to enforce such that recovery (keeping the Covenantors fully Seller informed of the progress on a timely basis of any action so taken). (b) If, despite any other provision of this Schedule 5, any payment is made by the Seller in or towards the settlement of any claim made under the Warranties excluding a claim for breach of the Warranties in paragraph 18 of Schedule 3 (Warranties) and shall pay to excluding a claim under the Covenantors Tax Covenant and the Purchaser or the Company or any other member of the Purchaser’s Group subsequently recovers or procures the recovery from a third party (including insurers) of an amount equal which is referable to that claim (and, in the amount received or the amount event that the Purchaser or the Company or the Subsidiary concerned will save by virtue any other member of the receipt of the relief (less the amount of all costs and expenses in obtaining such Purchaser’s Group becomes entitled after payment or relief, and net of any Tax payable on the amount received or that would have been payable but for the use or set off of any relief) to the extent that the payment to the Covenantors does not exceed the payment originally made by the Covenantors (net Seller to make recovery from a third party of any Tax suffered thereon)an amount which is referable to that claim, and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Purchaser or undertakes to procure that the Company or the Subsidiary concerned receives a relief as referred relevant member of the Purchaser’s Group shall use all reasonable endeavours to in paragraph 9.1, a payment enforce that recovery) the Purchaser shall not be made to the Covenantors before the date on which the Tax or shall procure that would have been payable but for the relief would have become recoverable by the appropriate Tax authority, and shall not be made to the extent that, but for the use of such relief, the Company or the Subsidiary concerned would have had relevant member of the Purchaser’s Group shall forthwith repay to the Seller an actual Tax liability amount equal to whichever is the lesser of: (i) the amount (including interest (if any)) recovered from the third party less any reasonable costs and expenses incurred in respect recovering the same; and (ii) the amount paid by the Seller in or towards settlement of which the Purchaser would have been able to make a claim against the Covenantors under this Scheduleclaim.