Common use of RIGHT TO REIMBURSEMENTS AND CREDITS Clause in Contracts

RIGHT TO REIMBURSEMENTS AND CREDITS. 4.1 If the Purchaser or the Company is or becomes entitled to recover from some other person any amount as a result of or by reference to any Tax Liability which is likely to result or has resulted in a payment by the Vendor to the Purchaser under this deed , then the Purchaser shall promptly notify the Vendor of the said entitlement and, if so required by the Vendor and if the Vendor undertakes to pay all reasonable costs and expenses properly incurred by the Purchaser and the Company, shall and shall procure that MYL and shall use reasonable endeavours to procure that Connect Holdings or Connect shall enforce that recovery (keeping the Vendor fully informed of progress) and shall apply the same in accordance with clauses 4.2 or 4.3 (as appropriate). 4.2 If the Purchaser or MYL receives a recovery as mentioned in clause 4.1 or a Relief as a result of a Tax Liability which gives rise to a claim by the Purchaser under the terms of this deed then: (a) where the Vendor has previously paid any amount in respect of such Tax Liability under this deed, the Purchaser shall promptly pay to the Vendor an amount equal to so much of the recovery or Relief received (less any Tax paid by the recipient and any reasonable costs and expenses incurred by the Purchaser or MYL (to the extent not already recovered from the Vendor) in respect thereof) as does not exceed the amount which the Vendor has previously paid under this deed (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief in respect thereof as corresponds to the proportion of the recovery or Relief accounted for under this clause); (b) where the Vendor has not yet paid any amount in respect of such Tax Liability, the amount of such recovery or Relief (less any Tax paid by the recipient and any reasonable costs and expenses incurred by the Purchaser or MYL (to the extent not already recovered from the Vendor) in respect thereof, but together with any interest or repayment supplement received) (together the “MYL Recovered Amount”) shall be offset against any subsequent payment which the Vendor would otherwise have been liable to make. 4.3 If Connect Holdings or Connect receives a recovery as mentioned in clause 4.1 or a Relief as a result of a Tax Liability which gives rise to a claim by the Purchaser under the terms of this deed then: (a) where the Vendor has previously paid any amount in respect of such Tax Liability under this deed, the Purchaser shall use reasonable endeavours to procure that Connect Holdings or Connect (as the case may be) shall promptly pay to the Purchaser an amount equal to so much of the recovery or Relief received (less any Tax paid by the recipient in respect thereof) as does not exceed the amount which the Vendor has previously paid under this deed (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief in respect thereof as corresponds to the proportion of the recovery or Relief accounted for under this clause) provided that the amount so paid to the Purchaser by Connect Holdings or Connect shall not be required to exceed 50% of any recovery or Relief received and upon receipt of such amount the Purchaser shall pay to the Vendor such amount (less any Tax paid by the Purchaser in respect thereof); (b) where the Vendor has not yet paid any amount in respect of such Tax Liability, 50% of the amount of such recovery or Relief (less 50% of any Tax paid by the recipient in respect thereof, but together with 50% of any interest or repayment supplement received) (together the “Connect Recovered Amount”) shall be offset against any subsequent payment which the Vendor would otherwise have been liable to make. 4.4 To the extent MYL Recovered Amount or the Connect Recovered Amount exceeds the amount which the Vendor has previously paid under this deed or the amount of any subsequent payment which would otherwise have been made in respect of that Tax Liability, then such excess shall be carried forward and set off against any future claims made against the Vendor under this deed.

RIGHT TO REIMBURSEMENTS AND CREDITS. 4.1 If any member of the Purchaser Buyer's Group or the Company is or becomes entitled to recover from some other person any amount as a result of or by reference to any Tax Liability which is likely to result or has resulted in a payment by the Vendor Covenantor to the Purchaser US Buyer under this deed deed, then the Purchaser UK Buyer or the US Buyer shall promptly notify the Vendor Covenantor of the said entitlement and, if so required by the Vendor Covenantor and if the Vendor Covenantor undertakes to pay and provides satisfactory security for all reasonable costs and expenses properly incurred by the Purchaser UK Buyer or the US Buyer and the Company, shall and shall procure that MYL and shall use reasonable endeavours to procure that Connect Holdings or Connect the Company shall enforce that recovery (keeping the Vendor Covenantor fully informed of progress) and shall apply the same in accordance with clauses 4.2 or 4.3 (as appropriate)clause 4.2. 4.2 If any member of the Purchaser Buyer's Group or MYL the Company receives a recovery as mentioned in clause 4.1 or a Relief as a result of a Tax Liability which gives rise to a claim by the Purchaser US Buyer under the terms of this deed then:then (and subject to the prior payment of the relevant costs and expenses by the Covenantor): (aA) where the Vendor Covenantor has previously paid any amount in respect of such Tax Liability under this deed, the Purchaser US Buyer shall promptly pay to the Vendor an amount equal to so much of the recovery or Relief received (less any Tax paid by the recipient and any reasonable costs and expenses incurred by the Purchaser or MYL (to the extent not already recovered from the Vendor) in respect thereof) as does not exceed the amount which the Vendor has previously paid under this deed (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief in respect thereof as corresponds to the proportion of the recovery or Relief accounted for under this clause); (b) where the Vendor has not yet paid any amount in respect of such Tax Liability, the amount of such recovery or Relief (less any Tax paid by the recipient and any reasonable costs and expenses incurred by the Purchaser or MYL (to the extent not already recovered from the Vendor) in respect thereof, but together with any interest or repayment supplement received) (together the “MYL Recovered Amount”) shall be offset against any subsequent payment which the Vendor would otherwise have been liable to make. 4.3 If Connect Holdings or Connect receives a recovery as mentioned in clause 4.1 or a Relief as a result of a Tax Liability which gives rise to a claim by the Purchaser under the terms of this deed then: (a) where the Vendor has previously paid any amount in respect of such Tax Liability under this deed, the Purchaser shall use reasonable endeavours to procure that Connect Holdings or Connect (as the case may be) shall promptly pay to the Purchaser Covenantor an amount equal to so much of the recovery or Relief received (less any Tax paid by the recipient in respect thereof) as does not exceed the amount which the Vendor Covenantor has previously paid under this deed (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief or benefit in respect thereof as corresponds to the proportion of the recovery or Relief or benefit accounted for under this clause) provided that the amount so paid to the Purchaser by Connect Holdings or Connect shall not be required to exceed 50% of any recovery or Relief received and upon receipt of such amount the Purchaser shall pay to the Vendor such amount (less any Tax paid by the Purchaser in respect thereof);; and (bB) where the Vendor Covenantor has not yet paid any amount in respect of such Tax Liability, 50% of the amount of such recovery or recovery, Relief (less 50% of any Tax paid by the recipient in respect thereof, but together with 50% of any interest or repayment supplement received) (together the “Connect Recovered Amount”) shall be offset against any subsequent payment which the Vendor Covenantor would otherwise have been liable to make. 4.4 4.3 To the extent MYL Recovered Amount the sum recovered or Relief received (less any Tax paid by the Connect Recovered Amount recipient in respect thereof, but together with any interest or repayment supplement received) exceeds the amount which the Vendor Covenantor has previously paid under this deed or the amount of any subsequent payment which would otherwise have been made in respect of that Tax Liability, then such excess shall be carried forward and set off against any future claims made against the Vendor Covenantor under this deed.

RIGHT TO REIMBURSEMENTS AND CREDITS. 4.1 Subject to clause 4.3, in calculating amounts due from the Covenantor under this deed no account shall be taken of any entitlement of the Purchaser or the Company to make any recovery in respect of that amount or the circumstances giving rise to the same from some other person or of any Relief or other benefit which may become available to the Purchaser or the Company in consequence of the Claim for Tax in question or the circumstances giving rise to the same. 4.2 If the Purchaser or the Company is or becomes entitled to recover from some other person (not being the Company or any employee of the Company but including, inter alia, any Tax authority) any amount as a result in respect of the Claim for Tax or by reference to any Tax Liability which is likely to result or has resulted liability within clause 2.1(b) resulting in a payment by the Vendor Covenantor to the Purchaser under this deed deed, then the Purchaser shall promptly notify the Vendor Covenantor of the said entitlement and, if so required by the Vendor Covenantor and if the Vendor undertakes Covenantor shall undertake to pay all reasonable costs and expenses properly incurred by the Purchaser and the CompanyCompany and shall provide reasonable security for the same, shall and shall take all reasonable steps to enforce or procure that MYL and shall use reasonable endeavours to procure that Connect Holdings or Connect the Company shall enforce that recovery (keeping the Vendor Covenantor fully informed of progress) and shall apply the same in accordance with clauses 4.2 or 4.3 (as appropriate)clause 4.3. 4.2 4.3 If the Purchaser or MYL receives the Company receives:- (a) a recovery as mentioned in clause 4.1 4.2; or (b) a benefit being either a reduction in Tax due and payable or a Relief any increased repayment of Tax in each case as a result either of a credit being obtained for Tax Liability which gives giving rise to a claim by the Purchaser under the terms of this deed then: (aincluding pursuant to clause 2.5) where or as a result of the Vendor has previously paid availability of any amount relief for which the payment in respect of such clause 2.1(b)(ii) was consideration (other than a reduction in a liability to Tax Liability which would otherwise have itself given rise to a payment hereunder or been taken into account in a claim for damages under this deed, the Warranties) then the Purchaser shall promptly pay to the Vendor Covenantors an amount equal to so much of the recovery benefit received or Relief received sum recovered (less any Tax paid by the recipient in respect thereof and less any reasonable costs and expenses reasonably incurred by the Purchaser or MYL (to and the extent not already recovered from the Vendor) in respect thereofCompany) as does not exceed the amount which the Vendor has previously Covenantor paid under this deed in respect of the Claim for Tax in question (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief benefit in respect thereof as corresponds to the proportion of the recovery or Relief benefit accounted for under this clauseclause 4.3, less any Tax thereon);. 4.4 Where any recovery or benefit is accounted for under clause 4.3:- (a) the amount of the payment originally made by the Covenantor under clause 2 shall be treated as reduced for all purposes of this deed (including any further application of this clause 4) and of the Sale Agreement; and (b) where the Vendor has same shall not yet paid any amount prejudice the right of the Purchaser to make further recoveries under this deed whether in respect of such Tax Liability, the amount of such recovery or Relief (less any Tax paid by the recipient and any reasonable costs and expenses incurred by the Purchaser or MYL (matters to the extent not already recovered from the Vendor) in respect thereof, but together with any interest or repayment supplement received) (together the “MYL Recovered Amount”) shall be offset against any subsequent payment which the Vendor would otherwise have been liable to makeoriginal claim related or otherwise. 4.3 If Connect Holdings or Connect receives a recovery as mentioned in clause 4.1 or a Relief as a result of a Tax Liability which gives rise to a claim by the Purchaser under the terms of this deed then: (a) where the Vendor has previously paid any amount in respect of such Tax Liability under this deed, the Purchaser shall use reasonable endeavours to procure that Connect Holdings or Connect (as the case may be) shall promptly pay to the Purchaser an amount equal to so much of the recovery or Relief received (less any Tax paid by the recipient in respect thereof) as does not exceed the amount which the Vendor has previously paid under this deed (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief in respect thereof as corresponds to the proportion of the recovery or Relief accounted for under this clause) provided that the amount so paid to the Purchaser by Connect Holdings or Connect shall not be required to exceed 50% of any recovery or Relief received and upon receipt of such amount the Purchaser shall pay to the Vendor such amount (less any Tax paid by the Purchaser in respect thereof); (b) where the Vendor has not yet paid any amount in respect of such Tax Liability, 50% of the amount of such recovery or Relief (less 50% of any Tax paid by the recipient in respect thereof, but together with 50% of any interest or repayment supplement received) (together the “Connect Recovered Amount”) shall be offset against any subsequent payment which the Vendor would otherwise have been liable to make. 4.4 To the extent MYL Recovered Amount or the Connect Recovered Amount exceeds the amount which the Vendor has previously paid under this deed or the amount of any subsequent payment which would otherwise have been made in respect of that Tax Liability, then such excess shall be carried forward and set off against any future claims made against the Vendor under this deed.

RIGHT TO REIMBURSEMENTS AND CREDITS. 4.1 Subject to Clause 4.3, in calculating amounts due from the Covenantors under this Schedule no account shall be taken of any entitlement of the Offeror or the Company to make any recovery in respect of that amount or the circumstances giving rise to the same from some other person or of any Relief or other benefit or saving which may become available to the Offeror or the Company in consequence of the Claim for Tax in question or the circumstances giving rise to the same. 4.2 If the Purchaser Offeror or the Company is or becomes entitled to recover from some other person (not being the Company but including, inter alios, any Tax authority) any amount as a result in respect of or by reference to any the Claim for Tax Liability which is likely to result or has resulted resulting in a payment being or becoming due by the Vendor Covenantors to the Purchaser Offeror under this deed Schedule, then the Purchaser Offeror shall promptly notify the Vendor Covenantors of the said entitlement and, if so required by the Vendor Covenantors and if the Vendor undertakes Covenantors shall undertake to pay all reasonable costs and expenses properly incurred by the Purchaser Offeror and the Company, shall and shall take all reasonable steps to enforce or procure that MYL and shall use reasonable endeavours to procure that Connect Holdings or Connect the Company shall enforce that recovery (keeping the Vendor Covenantors fully informed of progress) and shall apply the same in accordance with clauses 4.2 or 4.3 (as appropriate)Clause 4.3. 4.2 4.3 If the Purchaser Offeror or MYL receives the Company receives:- (a) a recovery as mentioned in clause 4.1 Clause 4.2; or (b) a benefit or saving being either a Relief reduction in Tax due and payable or any increased repayment of Tax in either case as a result of a of:- (i) credit being obtained for Tax Liability which gives giving rise to a claim by the Purchaser Offeror under the terms of this deed then:schedule (other than a reduction in a liability to Tax which would otherwise have itself given rise to a payment hereunder or been taken into account in a claim for damages under the Warranties); and (aii) the utilisation of any Relief which has arisen in connection with Tax paid by the Company which has given rise to a payment by the Covenantors pursuant to Clause 2 hereof (other than where such Relief is utilised to offset or reduce a liability to Tax which would itself have given rise to a payment hereunder or been taken into account in a claim for damages under the Vendor has previously paid any amount in respect of such Tax Liability under this deed, Warranties); then the Purchaser Offeror shall promptly within 14 days pay to the Vendor Covenantors an amount equal to so much of the recovery benefit received or Relief received sum recovered (less any Tax paid by the recipient in respect thereof and less any reasonable costs and expenses incurred by the Purchaser or MYL (to Offeror and the extent not already recovered from the Vendor) in respect thereofCompany) as does not exceed the amount which the Vendor has previously Covenantors paid under this deed in respect of the Claim for Tax in question (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief benefit in respect thereof as corresponds to the proportion of the recovery or Relief benefit accounted for under this clause); (b) where the Vendor has not yet paid any amount in respect of such Tax LiabilityClause 4.3, the amount of such recovery or Relief (less any Tax paid by the recipient and any reasonable costs and expenses incurred by the Purchaser or MYL (to the extent not already recovered from the Vendor) in respect thereof, but together with any interest or repayment supplement received) (together the “MYL Recovered Amount”) shall be offset against any subsequent payment which the Vendor would otherwise have been liable to makethereon). 4.3 If Connect Holdings or Connect receives a recovery as mentioned in clause 4.1 or a Relief as a result of a Tax Liability which gives rise to a claim by the Purchaser under the terms of this deed then: (a) where the Vendor has previously paid any amount in respect of such Tax Liability under this deed, the Purchaser shall use reasonable endeavours to procure that Connect Holdings or Connect (as the case may be) shall promptly pay to the Purchaser an amount equal to so much of the recovery or Relief received (less any Tax paid by the recipient in respect thereof) as does not exceed the amount which the Vendor has previously paid under this deed (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief in respect thereof as corresponds to the proportion of the recovery or Relief accounted for under this clause) provided that the amount so paid to the Purchaser by Connect Holdings or Connect shall not be required to exceed 50% of any recovery or Relief received and upon receipt of such amount the Purchaser shall pay to the Vendor such amount (less any Tax paid by the Purchaser in respect thereof); (b) where the Vendor has not yet paid any amount in respect of such Tax Liability, 50% of the amount of such recovery or Relief (less 50% of any Tax paid by the recipient in respect thereof, but together with 50% of any interest or repayment supplement received) (together the “Connect Recovered Amount”) shall be offset against any subsequent payment which the Vendor would otherwise have been liable to make. 4.4 To the extent MYL Recovered Amount or the Connect Recovered Amount exceeds the amount which the Vendor has previously paid under this deed or the amount of any subsequent payment which would otherwise have been made in respect of that Tax Liability, then such excess shall be carried forward and set off against any future claims made against the Vendor under this deed.

RIGHT TO REIMBURSEMENTS AND CREDITS. 4.1 If the Purchaser Buyer or the Company is or becomes entitled to recover from some other person any amount as a result of or by reference to any Tax Liability which is likely to result or has resulted in a payment by the Vendor Covenantor to the Purchaser Buyer under this deed schedule, then the Purchaser Buyer shall promptly notify the Vendor Covenantor of the said entitlement and, if so required by the Vendor Covenantor and if the Vendor Covenantor undertakes to pay all reasonable costs and expenses properly incurred by the Purchaser Buyer and the Company, shall and shall procure that MYL and shall use reasonable endeavours to procure that Connect Holdings or Connect the Company shall enforce that recovery (keeping the Vendor Covenantor fully informed of progress) and shall apply the same in accordance with clauses 4.2 or 4.3 (as appropriate)paragraph 4.2. 4.2 If the Purchaser Buyer or MYL the Company receives a recovery as mentioned in clause paragraph 4.1 or a Relief or other benefit as a result of a Tax Liability which gives rise to a claim by the Purchaser Buyer under the terms of this deed schedule, then: (a) where the Vendor Covenantor has previously paid any amount in respect of such Tax Liability under this deedschedule, the Purchaser Buyer shall promptly pay to the Vendor Covenantor an amount equal to so much of the recovery or Relief received (less any Tax paid by the recipient and any reasonable costs and expenses incurred by the Purchaser or MYL (to the extent not already recovered from the Vendor) in respect thereof) as does not exceed the amount which the Vendor has previously paid under this deed (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief in respect thereof as corresponds to the proportion of the recovery or Relief accounted for under this clause); (b) where the Vendor has not yet paid any amount in respect of such Tax Liability, the amount of such recovery or Relief (less any Tax paid by the recipient and any reasonable costs and expenses incurred by the Purchaser or MYL (to the extent not already recovered from the Vendor) in respect thereof, but together with any interest or repayment supplement received) (together the “MYL Recovered Amount”) shall be offset against any subsequent payment which the Vendor would otherwise have been liable to make. 4.3 If Connect Holdings or Connect receives a recovery as mentioned in clause 4.1 or a Relief as a result of a Tax Liability which gives rise to a claim by the Purchaser under the terms of this deed then: (a) where the Vendor has previously paid any amount in respect of such Tax Liability under this deed, the Purchaser shall use reasonable endeavours to procure that Connect Holdings or Connect (as the case may be) shall promptly pay to the Purchaser an amount equal to so much of the recovery or Relief other benefit received (less any Tax paid by the recipient in respect thereof) as does not exceed the amount which the Vendor Covenantor has previously paid under this deed schedule (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief or benefit in respect thereof as corresponds to the proportion of the recovery or Relief or benefit accounted for under this clause) provided that the amount so paid to the Purchaser by Connect Holdings or Connect shall not be required to exceed 50% of any recovery or Relief received and upon receipt of such amount the Purchaser shall pay to the Vendor such amount (less any Tax paid by the Purchaser in respect thereofparagraph);; and (b) where the Vendor Covenantor has not yet paid any amount in respect of such Tax Liability, 50% of the amount of such recovery recovery, Relief or Relief other benefit (less 50% of any Tax paid by the recipient in respect thereof, but together with 50% of any interest or repayment supplement received) (together the “Connect Recovered Amount”) shall be offset against any subsequent payment which the Vendor Covenantor would otherwise have been liable to make. 4.4 4.3 To the extent MYL Recovered Amount the sum recovered or Relief or benefit received (less any Tax paid by the Connect Recovered Amount recipient in respect thereof, but together with any interest or repayment supplement received) exceeds the amount which the Vendor Covenantor has previously paid under this deed schedule or the amount of any subsequent payment which would otherwise have been made in respect of that Tax Liability, then such excess shall be carried forward and set off against any future claims made against the Vendor Covenantor under this deedschedule.

RIGHT TO REIMBURSEMENTS AND CREDITS. 4.1 Subject to paragraph 4.3, in calculating amounts due from the Covenantors under this schedule no account shall be taken of any entitlement of the Company or any of the Subsidiaries to make any recovery in respect of that amount or the circumstances giving rise to the same from some other person or of any Relief or other benefit which may become available to the Company or any of the Subsidiaries in consequence of the Tax Liability in question or the circumstances giving rise to the same. 4.2 If the Purchaser Company or any of the Company Subsidiaries is or becomes entitled to recover from some other person (not being the Company or any Subsidiary but including, inter alia, any Tax Authority) any amount as a result in respect of or by reference to any the Tax Liability which is likely to result or has resulted resulting in a payment by the Vendor to the Purchaser Covenantors under this deed schedule, then the Purchaser shall promptly notify the Vendor of the said entitlement andthen, if so required by the Vendor Covenantors and if the Vendor undertakes Covenantors shall undertake to pay all reasonable costs and expenses properly incurred by the Purchaser Company or any of the Subsidiaries and shall provide reasonable security for the Companysame, shall and shall take all reasonable steps to enforce or procure that MYL and shall use reasonable endeavours to procure that Connect Holdings the Company or Connect the Subsidiary so entitled shall enforce that recovery (keeping the Vendor Covenantors fully informed of progress) and shall apply the same in accordance with clauses 4.2 or 4.3 (as appropriate)paragraph 4.3. 4.2 4.3 If the Purchaser Company or MYL receives the Subsidiary in question receives: (a) a recovery as mentioned in clause 4.1 paragraph 4.2; or (b) a benefit being either a reduction in Tax due and payable or a Relief any increased repayment of Tax in either case as a result of credit being obtained for a Tax Liability which gives giving rise to a claim by the Purchaser under the terms of this deed then: schedule (a) where other than a reduction in a liability to Tax which would otherwise have itself given rise to a payment hereunder or been taken into account in a claim for damages under the Vendor has previously paid any amount Warranties), then the Company or the Subsidiary in respect of such Tax Liability under this deed, the Purchaser receipt thereof shall promptly pay to the Vendor Covenantors an amount equal to so much of the recovery benefit received or Relief received (less any Tax paid by the recipient and any reasonable costs and expenses incurred by the Purchaser or MYL (to the extent not already sum recovered from the Vendor) in respect thereof) as does not exceed the amount which the Vendor has previously paid under this deed (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief in respect thereof as corresponds to the proportion of the recovery or Relief accounted for under this clause); (b) where the Vendor has not yet paid any amount in respect of such Tax Liability, the amount of such recovery or Relief (less any Tax paid by the recipient and any reasonable costs and expenses incurred by the Purchaser or MYL (to the extent not already recovered from the Vendor) in respect thereof, but together with any interest or repayment supplement received) (together the “MYL Recovered Amount”) shall be offset against any subsequent payment which the Vendor would otherwise have been liable to make. 4.3 If Connect Holdings or Connect receives a recovery as mentioned in clause 4.1 or a Relief as a result of a Tax Liability which gives rise to a claim by the Purchaser under the terms of this deed then: (a) where the Vendor has previously paid any amount in respect of such Tax Liability under this deed, the Purchaser shall use reasonable endeavours to procure that Connect Holdings or Connect (as the case may be) shall promptly pay to the Purchaser an amount equal to so much of the recovery or Relief received (less any Tax paid by the recipient in respect thereof) as does not exceed the amount which the Vendor has previously Covenantors paid under this deed in respect of the Tax Liability in question (together with so much of any interest or repayment supplement paid to the recipient of the recovery or Relief benefit in respect thereof as corresponds to the proportion of the recovery or Relief benefit accounted for under this clause) provided that the amount so paid to the Purchaser by Connect Holdings or Connect shall not be required to exceed 50% of paragraph 4.3, less any Tax thereon). 4.4 Where any recovery or Relief received and upon receipt benefit is accounted for under paragraph 4.3: (a) the amount of such amount the Purchaser shall pay to the Vendor such amount (less any Tax paid payment originally made by the Purchaser in respect thereof);Covenantors under paragraph 2 shall be treated as reduced for all purposes of this schedule (including any further application of this paragraph 4) and of the agreement; and (b) where the Vendor has same shall not yet paid prejudice the right of the Company or any amount of the Subsidiaries to make further recoveries under this schedule whether in respect of such Tax Liability, 50% of the amount of such recovery or Relief (less 50% of any Tax paid by the recipient in respect thereof, but together with 50% of any interest or repayment supplement received) (together the “Connect Recovered Amount”) shall be offset against any subsequent payment matters to which the Vendor would otherwise have been liable to makeoriginal claim related or otherwise. 4.4 To the extent MYL Recovered Amount or the Connect Recovered Amount exceeds the amount which the Vendor has previously paid under this deed or the amount of any subsequent payment which would otherwise have been made in respect of that Tax Liability, then such excess shall be carried forward and set off against any future claims made against the Vendor under this deed.