Common use of Recovery from Third Parties Clause in Contracts

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. IfThis paragraph applies if: (a) the Seller makes a payment (excluding any interest on a late 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;; and (b) at any time after the making of such payment the Company, Group Company or 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 which gave rise to that Warranty Claim (the Third Party Sum);; and (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 (question, such excess being the Excess Recovery). If this paragraph applies, the Purchaser shall, promptly following on receipt of the Third Party Sum by it or the relevant Group Company, 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 costs incurred by the Purchaser or the relevant Group Company in recovering the Third Party Sum and any taxation payable by the Purchaser or any Group Company by virtue of its receipt.

Recovery from Third Parties. If: (a) the any Seller makes a payment in respect of a Warranty Claim or Indemnity Claim (other than Tax Claims) in accordance with this Schedule 4 (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 reduction or payment any of the Company, Target Companies (as the case may be) or 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 or Indemnity 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 and the Target Companies in full for the loss or liability which gave rise to the Warranty Claim or Indemnity Claim in question (such excess being the “Excess Recovery”), the Purchaser shall, promptly following receipt of the Third Party Sum by it or by the CompanyTarget Companies (as the case may be), repay to the Seller an amount equal to (a) the lower of (i) the Excess Recovery and (ii) the Damages Payment, minus (b) any costs and expenses reasonably incurred by the Purchaser and the Target Companies in recovering the Damages Payment and the Third Party Sum (to the extent the costs are not otherwise included in those amounts).

Recovery from Third Parties. IfThis paragraph applies if: (a) the any Seller makes a payment (excluding any interest on a late 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;; and (b) at any time after within twelve (12) months of the making of such the relevant payment the Company, any Group Company or the Purchaser or any member of the Purchaser’s Group receives any sum other than from the another Seller which would not have been received but for the matter or circumstance giving which gave rise to that Warranty Claim (the “Third Party Sum”);; and (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 (question, such excess being the “Excess Recovery)”. If this paragraph applies, the Purchaser shall, promptly following on receipt of the Third Party Sum by it or the relevant Group Company, repay to the that Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all costs incurred by the Purchaser or the relevant Group Company in recovering the Third Party Sum and any taxation payable by the Purchaser or any Group Company by virtue of its receipt.

Recovery from Third Parties. If: (a) the any Seller makes a payment in respect of a Warranty Claim or Indemnity Claim (other than Tax Claims) in accordance with this Schedule 4 (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 reduction or payment (and, in the Companycase of the Slovenian Target Companies, after the Slovenian Closing Date) any of the Target Companies (as the case may be) or 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 or Indemnity 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 and the relevant Target Company in full for the loss or liability which gave rise to the Warranty Claim or Indemnity Claim in question (such excess being the “Excess Recovery”), the Purchaser shall, promptly following receipt of the Third Party Sum by it or by the Companyrelevant Target Company (as the case may be), repay to the Seller an amount equal to (a) the lower of (i) the Excess Recovery and (ii) the Damages Payment, minus (b) any costs and expenses reasonably incurred by the Purchaser and the relevant Target Company in recovering the Damages Payment and the Third Party Sum (to the extent the costs are not otherwise included in those amounts).

Recovery from Third Parties. If: (a) the Seller makes a payment to Purchaser or its designee 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 its Affiliates 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)question, the Purchaser shall, promptly following receipt of the Third Party Sum by it or the Companyit, repay to Seller such amount as leaves Purchaser, after taking into account such Damages Payment and all costs reasonably incurred by Purchaser in recovering the Seller an amount equal Third Party Sum, in the same after-Tax position as if the circumstances giving rise to the lower of (i) the Excess Recovery and (ii) the Damages PaymentWarranty Claim had not arisen.

Recovery from Third Parties. If: (a) the any Seller makes a payment in respect of a Warranty Claim (the amount of such payment, to the extent it does not comprise interest on a late payment, being 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 within 2 years of the making of such payment the Company, Company or the Purchaser or any member of the Purchaser’s Group receives any sum other than from the a Seller which would not have been received but for the matter or circumstance giving rise to that the relevant 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 or the Company (as the case may be) in full for the loss matter or liability circumstance which gave rise to the relevant 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 that Sellers an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all costs incurred by the Purchaser or the Company in recovering the Third Party Sum and any and all Taxation payable by the Purchaser or the Company by virtue of its receipt.

Recovery from Third Parties. If: (a) the any Seller makes a payment in respect of a Fundamental Warranty Claim (the amount of such payment, to the extent it does not comprise interest on a late payment, being 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, Group Company or the Purchaser or any member of the Purchaser’s Group receives any sum sum, other than from the Seller such Seller, which would not have been received but for the matter or circumstance giving rise to that the relevant Fundamental 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 or the Group Company concerned (as the case may be) in full for the loss matter or liability circumstance which gave rise to the relevant Fundamental 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 CompanyGroup Company concerned, repay to the that Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all costs incurred by the Purchaser or any Group Company in recovering the Third Party Sum and any and all Taxation payable (or that would have been payable but for the use of a Purchaser’s Relief (as defined in Schedule 6 (Tax Covenant)) by the Purchaser or any Group Company on its receipt.

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 Companypayment, the Purchaser or any other member of the Purchaser’s Group receives or recovers any sum (whether by payment, discount, credit, relief or otherwise) other than from the Seller which would not have been received but for the fact, 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 (together with any previous Third Party Sums relating to the fact, matter or circumstance giving rise to that Claim) 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 Companyrelevant member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of of: (i) the Excess Recovery and Recovery; and (ii) the Damages PaymentPayment after deducting all costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering the Third Party Sum and any Tax payable on the receipt of the Third Party Sum, in each case less any amounts previously repaid to the Seller pursuant to this paragraph in relation to the fact, matter or circumstance giving rise to that Claim.