Common use of Recovery from Third Parties Clause in Contracts

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. (a) 7.1 Where the Seller has paid an amount in full discharge of a liability under paragraph 2 in respect of any Liability for Taxation and the Buyer or the Company is or may be becomes entitled to recover from some other person (not being the Buyer or the Company or any third party other company within the Buyer’s Tax Group), any sum amount 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)such Liability for Taxation, the Buyer shall or shall procure that the Company shall: (a) notify the Seller of its entitlement as soon as reasonably practicable; and (b) if required by the Seller and, subject to the Company being indemnified on demand by the Seller against any Tax that is suffered on receipt of that amount and any costs and expenses incurred in recovering that amount, take or procure that the Company takes all reasonable steps to enforce that recovery against the person so entitled in question (keeping the Seller fully informed of the progress of any action taken) provided that the Buyer shall use all commercially prudent reasonable endeavours not be required to recover that sum. take any action pursuant to this paragraph 7.1. 7.2 The Buyer shall keep not be required to take any action pursuant to paragraph 7.1 if in its reasonable opinion, it is likely to harm the Seller at all times fully and promptly informed commercial relationship (potential or actual) of the conduct of such recovery. Any sum recovered by the Buyer or the Company with the person against whom recovery is sought, or any other person. 7.3 If the Buyer or the Company recovers any amount referred to in paragraph 7.1, the Buyer shall account to the Seller for the lesser of: (a) any amount recovered (including any related interest or related repayment supplement) less any reasonable Tax suffered in respect of that amount and any costs and expenses incurred in recovering that amount (save to the extent that amount has already been made good by the Buyer or any Company in recovering Seller under paragraph 7.1(b)); and (b) the sum (including legal fees) and any Tax attributable to or suffered amount paid by the Seller under paragraph 2 in respect of the sum recovered) will reduce the amount of such Claim under a Fundamental Warranty by an equivalent amountLiability for Taxation in question. (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. (a) Where 7.1 In the event that the Buyer or the Company is or may be at any time entitled to recover or otherwise claim reimbursement from any a third party any sum in respect of any matter or event which is likely to give circumstance giving rise to a Claim under or Fundamental Claim the Fundamental Warranties following provisions shall apply: (including under the W&I Policy), a) the Buyer shall (or shall procure that the person Company shall) take reasonable steps to enforce such recovery or seek such reimbursement from the relevant third party and shall do so entitled shall use all commercially prudent before making a Claim or Fundamental Claim against the Sellers save where the taking of such actions could, in the reasonable endeavours to recover that sum. The Buyer shall keep the Seller at all times fully and promptly informed opinion of the conduct Buyer have an adverse effect on the goodwill or commercial interests of such recovery. Any sum recovered the Company or any member of the Buyer’s Group; (b) the liability of the Sellers in respect of the related Claim or Fundamental Claim shall be reduced by the Buyer or amount (if any) actually recovered from the Company relevant third party (less any all reasonable costs costs, charges and expenses incurred by the Buyer or any the Company in recovering that sum), or extinguished if the sum amount recovered exceeds the amount of the relevant Claim or Fundamental Claim; and (including legal feesc) and any Tax attributable if the Sellers make a payment to or suffered the Buyer in respect of a Claim or Fundamental Claim and the Buyer, the Company subsequently recovers from a third party a 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 referable to give rise to a that Claim under a or Fundamental WarrantyClaim, 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 promptly repay to the Seller Sellers the lower of: (i) the amount so recovered from such third party (less any all reasonable costs costs, charges and expenses incurred by the Buyer Buyer, the Company in recovering that sum); and (ii) the sum (including legal feesamount paid to the Buyer by the Sellers in respect of the relevant Claim or Fundamental Claim. 7.2 If any amount is repaid to the Sellers in accordance with paragraph 7.1(c)). If , the amount so recovered exceeds the amount of all Claims satisfied repaid shall be deemed to have never been paid by the Seller, Sellers to the Buyer shall be entitled to retain the excess, but this shall be set off against any future Claims under the Fundamental WarrantiesBuyer.

Recovery from Third Parties. (a) Where 9.1 Without prejudice to the Buyer Covenantors obligation to make any payment hereunder, where the Purchaser 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) Subsidiary concerned is or may be entitled to recover from any person other than the Purchaser or the Company or the Subsidiary concerned or any sum person connected with any of them a payment or relief in respect of any matter or event which is likely to give rise to a Claim under a Fundamental Warrantythe Tax liability in question, the Buyer Purchaser shall keep procure that the Seller 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 times reasonably appropriate steps to enforce such recovery (keeping the Covenantors fully informed of the conduct progress of such recovery any action taken) and shall pay 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 Covenantors an amount equal to the Seller amount received or the amount so recovered that the Purchaser or the Company or the Subsidiary concerned will save by virtue of the receipt of the relief (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 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 SellerCovenantors (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 Buyer shall be entitled Company or the Subsidiary concerned would have had an actual Tax liability in respect of which the Purchaser would have been able to retain make a claim against the excess, but Covenantors under this shall be set off against any future Claims under the Fundamental WarrantiesSchedule.

Recovery from Third Parties. (a) Where 12.1 Subject to this paragraph 7, the Buyer or undertakes that if, after the Company Seller has paid any amount due under this Agreement in full discharge of any Tax Liability, EIPRL is or may be becomes entitled to recover from some other person (not being the Buyer, any third party other member of the Buyer’s Tax Group or any sum current officer, director or employee of any of them) any amount 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 SellerLiability, the Buyer shall repay to the Seller a sum equal to the lesser of: 12.1.1 the amount of any payment so recovered (less received, after deduction from it of an amount equal to any reasonable costs incurred in obtaining it and any Tax Liability in respect of it; and 12.1.2 the amount paid by the Seller under this Agreement in respect of the Tax Liability in question. 12.2 For the purposes of this paragraph 7, EIPRL shall be deemed to receive a refund or repayment of Tax if and when EIPRL would have received such a repayment but for another Tax Liability in respect of which the Buyer is not entitled to make a claim under this schedule. 12.3 If the Buyer becomes aware that EIPRL is entitled to recover any amount mentioned in paragraph 7.1, the Buyer will as soon as reasonably practicable give notice of the fact to the Seller and subject to the Seller first indemnifying EIPRL and the Buyer to their reasonable satisfaction against all reasonable costs and expenses which may be 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 Sellerthereby, the Buyer shall be entitled will procure that EIPRL takes such action as the Seller may reasonably and promptly request to retain the excess, but this shall be set off against any future Claims under the Fundamental Warrantieseffect such recovery.

Recovery from Third Parties. (a) 5.1 Where the Buyer or Purchaser and/or the relevant Company is or may is likely to be entitled to recover from some other person (including any third party insurer) any sum in respect of any matter or event which is likely to give giving rise to a Claim under claim for breach of the Fundamental Warranties (including under other than the W&I PolicyTax Warranties), or under any Indemnity, then the Buyer Purchaser shall or shall at the request of the Seller and subject to the Seller giving to the Purchaser security in terms satisfactory to the Purchaser (acting reasonably) on an indemnity basis in respect of its costs and expenses, taxes, which may be incurred (including, in relation to a claim under against any insurer, any increase in premium on a renewal of the relevant insurance policy) procure that reasonable steps are taken to enforce such recovery and if any sum is so recovered then either the person so entitled shall use all commercially prudent reasonable endeavours to recover that sum. The Buyer shall keep amount payable by the Seller at all times fully and promptly informed in respect of the conduct of such recovery. Any claim shall be reduced by an amount equal to the sum so recovered by the Buyer or the Company (less any the reasonable costs and expenses incurred of recovering it and any taxation payable by the Buyer Purchaser or any the Company in recovering as a result of its receipt) or (if an amount shall already have been paid by the sum (including legal fees) and any Tax attributable to or suffered Seller in respect of the sum recoveredthat claim) 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 there shall 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 repaid to the Seller an amount equal to the amount so recovered (less any the reasonable costs and expenses incurred of its recovery and any taxation payable by the Buyer in recovering Purchaser or the sum Company as a result of its receipt) or (including legal fees)). If the amount so recovered exceeds if less) the amount of all Claims satisfied by the Seller, ’s payment PROVIDED ALWAYS the Buyer Purchaser shall not be entitled obliged to retain take such steps to recover if to do so would (in the excess, but reasonable opinion of the Purchaser) cause material damage to the goodwill or business of the relevant Company nor shall the Purchaser’s obligations under this shall be set off paragraph restrict or delay in any way the Purchaser’s right to bring a claim against any future Claims under the Fundamental WarrantiesSeller.

Recovery from Third Parties. (a) Where 3.1 If the Buyer or the Company is or may be entitled to recover from any third party a person (other than the Seller) any sum in respect of any relating to a matter or event circumstance which is likely to give rise referable to a Claim under the Fundamental Warranties (including under the W&I Policy)Warranty Claim, the Buyer shall shall, or shall procure ensure that the person so entitled shall use Company shall, take all commercially prudent reasonable endeavours steps to recover that sum. The Buyer shall keep the Seller at all times fully and promptly informed of the conduct of sum from such recoveryperson. Any sum recovered from such a person will reduce the liability of the Seller for that Warranty Claim after deducting all costs and expenses reasonably incurred by the Buyer or the Company (less in making such recovery and any reasonable costs and expenses incurred by additional Tax for which the Buyer or the Company may be liable as a result. For the avoidance of doubt, the provisions of this paragraph 3.1 shall not prevent the Buyer in any Company in recovering way taking action or preserving its rights against 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 Seller under a Fundamental Warranty by an equivalent amountthis agreement. (b) Where 3.2 If the Seller pay to the Buyer an amount relating to a Warranty Claim (other than a Tax Warranty Claim) and/or Indemnity Claim and the Buyer or any assignee or successor in title thereof) the Company subsequently recovers from another person an amount which is or may be entitled referable to recover from any person any sum in respect of any the matter or event which is likely to give circumstance giving rise to a that Warranty Claim under a Fundamental Warrantyand/or Indemnity Claim, the Buyer shall keep the Seller at all times as soon as 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 practicable pay to the Seller an amount equal to whichever is the lower of the Sum Recovered (as defined in paragraph 3.3 below) and the amount so previously paid by the Seller to the Buyer. 3.3 For the purposes of paragraph 3.2, the Sum Recovered means an amount equal to the total of the amount recovered (from the other person less any all 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, making such recovery and any additional Tax for which the Buyer shall may be entitled to retain the excess, but this shall be set off against any future Claims under the Fundamental Warrantiesliable as a result.

Recovery from Third Parties. 9.1 Where any Target Company is entitled (awhether by right of indemnity, reimbursement or any other means) Where to recover from some other person (not being the Buyer or the any Target Company is or may be entitled to recover from but including, any third party Taxation Authority) any sum or benefit in respect of any matter or event which is likely to give rise to the subject of a Claim under the Fundamental Warranties (including under the W&I Policy)Non-Tax Claim, 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 Target Company so entitled shall (at the option of the relevant Seller(s)) subject to the relevant Target Company being indemnified by the relevant Seller to the Buyer’s reasonable satisfaction against all out-of-pocket costs and expenses which it or they may reasonably incur, take all appropriate steps to enforce such recovery. 9.2 In the event that payment is made by any Seller in recovering respect of a Non-Tax Claim and the Buyer or any Target Company subsequently recovers from a third party a sum which indemnifies or compensates that Buyer or any Target Company (including legal feesin whole or in part) and any Tax attributable to or suffered in respect of the loss or liability which is the subject matter of such Non-Tax Claim, the Buyer shall, to the extent that the sum recoveredhas not already been taken into account in determining the quantum of the relevant Claim, reimburse the relevant Seller(s) will reduce the amount of received (after deducting any costs and expenses reasonably incurred by the recipient(s) in recovering such Claim under a Fundamental Warranty by an equivalent amount. (b) Where sum from the Buyer third party and any Tax chargeable thereon (or any assignee or successor in title thereof) is or may Tax which would be entitled to recover from any person any sum in respect chargeable thereon but for the availability 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)Buyer’s Relief). If For the amount so recovered exceeds the amount purposes of all Claims satisfied by the Sellerparagraph 9.2, the Buyer a sum or benefit shall be entitled deemed to retain the excesshave been received if it is received by way of credit, but this shall be set set-off against any future Claims under the Fundamental Warrantiesor other deduction or if otherwise received in kind.