Recovery from Third Parties Clause Samples
The "Recovery from Third Parties" clause establishes the right of a party to seek compensation or reimbursement from external parties responsible for causing loss or damage. In practice, this clause typically applies when one party suffers a loss due to the actions of a third party, and it allows the affected party to pursue recovery from that third party, sometimes requiring the other contracting party to assist in such efforts or to share in any recovered amounts. The core function of this clause is to ensure that liability and financial responsibility are appropriately allocated, preventing double recovery and clarifying the process for handling third-party claims.
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Recovery from Third Parties. 11.1 If
11.1.1 the Seller makes a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”);
11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”);
11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and
11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum.
11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sum.
Recovery from Third Parties. 6.1 Where the Warrantors have paid an amount in discharge of a liability under paragraph 2 in respect of any Liability for Taxation (which for the purposes of this paragraph 6 shall include a liability under paragraph 2.1.4) and the Purchaser and the Company or any Subsidiary is or becomes entitled to recover from some other person not being the Company or a Subsidiary, any amount in respect of such Liability for Taxation (a Third Party Entitlement), the Purchaser shall or shall procure that the Company or the relevant Subsidiary shall:
6.1.1 notify the Warrantors of the Third Party Entitlement as soon as reasonably practicable and in any event within 20 Business Days; and
6.1.2 if required by the Warrantors and at the cost of the Warrantors and subject to the Company, the relevant Subsidiary or the Purchaser being indemnified by the Warrantors against any losses, liabilities, costs, damages and expenses incurred in recovering that amount, take or procure that the Company or the relevant Subsidiary takes such actions as the Warrantors may reasonably request in writing to enforce the Third Party Entitlement (keeping the Warrantors fully informed of the progress of any action taken).
6.2 If the Purchaser, the Company or a Subsidiary recovers any Third Party Entitlement, the Purchaser shall account to the Warrantors for the lesser of:
6.2.1 any amount recovered less any Tax suffered in respect of that amount and any costs and expenses properly and reasonably incurred in recovering that amount (save to the extent that that amount has already been made good by the Warrantors under paragraph 6.1.2); and
6.2.2 the amount paid by the Warrantors under paragraph 2 in respect of the Liability for Taxation in question; or if at the date of recovery no payment has yet been made by the Warrantors in respect of the Liability for Taxation in question, give credit to the Warrantors in the net amount referred to in the paragraph 6.2.1 above.
Recovery from Third Parties. 7.1 If, in respect of any matter which gives rise to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim), the Purchaser or any member of the Purchaser Group recovers from any other person (including an insurer), the amount of the Claim shall be reduced by the amount so recovered (less all reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid).
7.2 If any member of the Seller Group pays at any time to any member of the Purchaser Group an amount pursuant to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim) and any member of the Purchaser Group subsequently recovers from some other person any sum in respect of any matter giving rise to such Claim, (A) any remaining outstanding amount of the Claim shall be reduced by the sum recovered (including interest, if any, and deducting reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving such recovery, repay to such member of the Seller Group the lesser of (i) the amount paid by such member of the Seller Group to the relevant member of the Purchaser Group in respect of such Claim and (ii) any balance of the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claim).
7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim.
7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, the amount so repaid shall be deemed to have never been paid by such member of the Seller Group.
Recovery from Third Parties. When an employee disability arises in circumstances which involve a claim against a Third Party, the employee agrees to include in his/her Statement of Claim, the total amount of I.P.P. benefits which have been paid to him/her in respect of the disability. In the event that recovery is made, the employee agrees to repay to the Employer the full amount of the recovery made in respect of IPP benefits.
Recovery from Third Parties. If:
(a) the Seller makes a payment in respect of a Warranty Claim (the Damages Payment), including a payment to the Purchaser, the Company or any member of the Purchaser’s Group under any term of this agreement, any of the Operational Agreements, the 21CF Financial Envelope or any other document entered into pursuant hereto or thereto;
(b) at any time after the making of such payment the Company, the Purchaser or any member of the Purchaser’s Group receives any sum other than from the Seller which would not have been received but for the matter or circumstance giving rise to that Warranty Claim (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 exceeds the amount required to compensate the Purchaser in full for the loss or liability which gave rise to the Warranty Claim in question (such excess being the Excess Recovery), the Purchaser shall, promptly following receipt of the Third Party Sum by it or the Company, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment.
Recovery from Third Parties. You may waive your rights of recovery against any party in writing before an accident.
Recovery from Third Parties. 4.1 Where the Purchaser or the Company is at any time entitled to recover from some other person (not being the Purchaser or any member of the Purchaser's Group) (Third Party) any sum in respect of any matter giving rise to a Relevant Claim, the Purchaser shall take all reasonable steps to enforce such recovery before making a Relevant Claim.
4.2 If the Purchaser recovers any amount from a Third Party, the amount of the Relevant Claim shall then be reduced by the amount recovered (less all reasonable costs, charges and expenses incurred by the Purchaser in recovering that sum from such Third Party) or be extinguished if the amount recovered exceeds the amount of the Relevant Claim.
4.3 If the Seller at any time pay to the Purchaser an amount pursuant to a Relevant Claim and the Purchaser subsequently becomes entitled to recover from a Third Party any sum in respect of the matter giving rise to such Relevant Claim, the Purchaser shall take all reasonable steps to enforce such recovery, and shall repay to the Seller as soon as practicable so much of the amount paid to the Purchaser as does not exceed the sum recovered from such Third Party (less all reasonable costs, charges and expenses incurred by the Purchaser in recovering that sum from such Third Party).
Recovery from Third Parties. (a) Where the Buyer or the Company is or may be entitled to recover from any third party any sum in respect of any matter or event which is likely to give rise to a Claim under the Fundamental Warranties (including under the W&I Policy), the Buyer shall or shall procure that the person so entitled shall use all commercially prudent reasonable endeavours to recover that sum. The Buyer shall keep the Seller at all times fully and promptly informed of the conduct of such recovery. Any sum recovered by the Buyer or the Company (less any reasonable costs and expenses incurred by the Buyer or any Company in recovering the sum (including legal fees) and any Tax attributable to or suffered in respect of the sum recovered) will reduce the amount of such Claim under a Fundamental Warranty by an equivalent amount.
(b) Where the Buyer (or any assignee or successor in title thereof) is or may be entitled to recover from any person any sum in respect of any matter or event which is likely to give rise to a Claim under a Fundamental Warranty, the Buyer shall keep the Seller at all times reasonably informed of the conduct of such recovery to the extent it lawfully can.
(c) If such recovery is delayed until after the Claim under a Fundamental Warranty has been satisfied by the Seller, the Buyer shall repay to the Seller the amount so recovered (less any reasonable costs and expenses incurred by the Buyer in recovering the sum (including legal fees)). If the amount so recovered exceeds the amount of all Claims satisfied by the Seller, the Buyer shall be entitled to retain the excess, but this shall be set off against any future Claims under the Fundamental Warranties.
Recovery from Third Parties. 9.1 If any payment is 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 Buyer or the Company subsequently receives from any person other than the Buyer, the Company or any person connected with any of them a payment or relief in respect of the tax liability in question (which payment or relief is received by virtue of a legal right), the Buyer shall pay to the Sellers an amount equal to the amount received or the amount that the Buyer or the Company will save by virtue of the receipt of the relief (less the amount of all Costs incurred in obtaining such payment or relief, and net of any tax payable on the amount received) to the extent that the payment to the Sellers does not exceed the payment originally made by the Sellers (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 Buyer or the Company receives a relief as referred to in paragraph 9.1, a payment shall be made to the Sellers within 10 Business Days of the date on which the tax that would have been payable but for the relief would have become recoverable by the appropriate tax authority. Such payment shall not be made to the extent that, but for the use of such relief, the Company would have had an actual tax liability in respect of which the Buyer would have been able to make a claim against the Sellers under this Schedule.
9.3 The provisions of paragraph 8.6 shall apply to payments under this paragraph 9 as if references to the Buyer were substituted with references to the Sellers and vice versa and subject to any other necessary modifications.
Recovery from Third Parties. Whenever the Fund has an obligation to provide indemnification under this Section 10.5 and the subject Indemnitee is entitled to indemnification with respect to the same matter from any third party, whether through insurance, pursuant to contract or otherwise, the Investment Manager shall be subrogated to such indemnity and shall use its commercially reasonable efforts to seek recovery from such third party indemnitor.