Citigroup (C)

12.3.4            Purchaser’s Rights to Recover

The Seller shall not be liable under or in connection with this Agreement in respect of any claim to the extent that:

(i)                                the damage giving rise to such claim (a) is covered by an insurance policy of any Group Company, the Purchaser or any of the Purchaser’s Affiliates, and, as long as the insured has brought a claim for reimbursement, the insured has been reimbursed, or (b) would have been covered by an insurance policy of any Group Company, and such Group Company would have been reimbursed if the insurance coverage of the Group existing at Closing had been continued in the same manner and scope as prior to Closing; or

(ii)                             the Purchaser or a Group Company has a claim for compensation of, or indemnification from, the damage against a third party and the liability in respect of which the claim is made has become due and payable unless the Purchaser has made a good faith offer to assign such claim to the Seller (provided that if such claim is incapable of assignment and the Seller has indemnified the Purchaser in respect of the underlying claim for indemnification, the Purchaser or Group Company shall continue to use

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