Common use of Recovery from Third Parties Clause in Contracts

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of any tax payable on the amount received) to the extent that the payment to the Sellers does not exceed the payment originally made by the Sellers (net of any tax suffered thereon), and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Buyer or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. 9.1 If any payment is made by the Sellers Seller under this Schedule in full discharge of a liability which arises under this Schedule in respect of a tax liability Tax Liability and the Buyer Purchaser or the either Company subsequently receives from any person other than the Buyer, Purchaser or the relevant Company or any person connected with any of them a payment or relief in respect of the tax liability Tax Liability in question (which payment or relief is received by virtue of a legal right), the Buyer Purchaser shall pay to the Sellers Seller an amount equal to the amount received or the amount that the Buyer Purchaser or the relevant Company will save by virtue of the receipt of the relief (less the amount of all Costs incurred costs and expenses in obtaining such payment or relief, and net of any tax Tax payable on the amount received) to the extent that the payment to the Sellers Seller does not exceed the payment originally made by the Sellers Seller (net of any tax Tax suffered thereon), and to the extent that the right to such payment or relief is not prejudiced thereby. 9.2 Where the Buyer Purchaser or the relevant Company receives a relief as referred to in paragraph 9.1, a payment shall not be made to the Sellers within 10 Business Days of Seller before the date on which the tax Tax that would have been payable but for the relief would have become recoverable by the appropriate tax authority. Such payment Tax Authority, and shall not be made to the extent that, but for the use of such relief, the relevant Company would have had an actual tax liability Tax Liability in respect of which the Buyer Purchaser would have been able to make a claim against the Sellers Seller 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. 9.1 If any 5.1 Where a payment is has been made by the Sellers under this Schedule paragraph 2 or in respect of a breach of the Tax Warranties in full discharge of a liability which arises under this Schedule in respect of a tax liability that paragraph or under the Tax Warranties and the Buyer Company or any other member of the Company Buyer's Tax Group has recovered or subsequently receives recovers from any person (other than the Buyer, the Company or any person connected with member of the Buyer's Tax Group but including a Taxation Authority) any of them a payment or relief sum in respect of such Tax Liability (other than by reason of the tax liability in question (which payment use or relief is received by virtue set off of a legal rightBuyer's Relief), the Buyer shall pay at the written request of the Sellers (and shall procure that the Company or the relevant member of the Buyer's Tax Group shall) account to the Sellers an for the lesser of: (a) any amount equal to recovered and actually received by the amount received Company or the amount that the Buyer or the Company will save by virtue member of the receipt Buyer's Tax Group as applicable net of the relief (less the any Tax on such 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 Tax that would have been payable but for the relief would have become recoverable use or set off of any Relief; and (b) the amount paid 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 Sellers under paragraph 2 in respect of which that Tax Liability. 5.2 Any payment by the Buyer would have been able to make a claim against the Sellers under this Schedule. 9.3 The provisions paragraph 5 shall be reduced by the amount of any reasonable losses, damages, liabilities, costs and expenses properly suffered or incurred by the Company and the Buyer and any other member of the Buyer's Tax Group in recovering any amount from any third party and shall be further reduced by any amount of the payment by the Sellers referred to in paragraph 8.6 shall apply to payments under this paragraph 9 as if references 5.1 that has previously been repaid to the Buyer were substituted with references to the Sellers and vice versa and subject to any other necessary modificationsSellers.

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 Where the Buyer or the Company subsequently receives is at any time entitled to recover from any some person other than the Buyer, the Company Seller (not being a person who has been declared insolvent by a court of competent jurisdiction or any person connected with member of the Buyer's Group) any of them a payment or relief sum in respect of any matter giving rise to a claim under the tax liability Warranties the Buyer (as applicable) shall undertake all necessary steps at the Seller's expense (for which purpose the Seller shall provide the Buyer with reasonable security in question (which payment or relief is received by virtue advance, if so requested) to enforce such recovery before making a claim against the Seller provided that: 5.2.1 this shall not preclude the Buyer from giving the Seller notice of a legal right), claim required pursuant to paragraph 1; 5.2.2 the Buyer shall pay not be precluded from pursuing a claim against the Seller if (having complied with its obligations under this paragraph) it shall not have recovered from such other person as aforesaid within twelve months from undertaking those steps; 5.2.3 the Buyer shall not be required to take or procure any of those steps where the Seller consents to the Sellers an amount equal Buyer not so doing and the Seller shall so consent if the taking of any steps would damage any trading relationship or the goodwill of the Buyer's Group to a material disproportionate extent having regard to the amount received or magnitude of the amount claim; and 5.2.4 in the event that the Buyer or the Company will save by virtue of the receipt of the relief (less shall recover any amount from that other person, the amount of the claim against the Seller shall be reduced by the amount recovered (less all Costs reasonable costs, charges and expenses incurred in obtaining such payment or relief, by the Buyer recovering that sum from that other person 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 thereonTax), 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. 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 Tax Liability and the Buyer Purchaser, the Company or the Company Subsidiary concerned subsequently receives or becomes entitled to receive from any person other than the BuyerPurchaser, the Company or the Subsidiary concerned or any person connected with any of them a payment or relief Relief in respect of the tax liability Tax Liability in question (which payment or relief Relief is received by virtue of a legal right), the Buyer Purchaser shall pay to the Sellers an amount equal to the amount received or the amount that the Buyer Purchaser, the Company or the Company Subsidiary concerned will save by virtue of the receipt of the relief Relief (less the amount of all Costs incurred costs and expenses in obtaining such payment or reliefRelief, and net of any tax Tax payable on the amount receivedreceived or that would have been payable but for the use or set off of any Relief) to the extent that the payment to the Sellers does not exceed the payment originally made by the Sellers (net of any tax Tax suffered thereon), and to the extent that the right to such payment or relief Relief is not prejudiced thereby. To the extent that the payment or Relief exceeds the payment originally made by the Sellers, such excess shall be carried forward and set off against any future liability of the UK Tax Warrantors under this Schedule. 9.2 Where the Buyer Purchaser, the Company or the Company Subsidiary concerned receives a relief Relief as referred to in paragraph 9.1, a payment shall not be made to the Sellers within 10 Business Days of before the date on which the tax Tax that would have been payable but for the relief Relief would have become recoverable by the appropriate tax authority. Such payment Tax Authority, and shall not be made to the extent that, but for the use of such relief, Relief the Company or the Subsidiary concerned would have had an actual tax liability Tax Liability in respect of which the Buyer Purchaser 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. 9.1 If 8.1 Where the Seller has paid an amount under paragraph 2 for 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 Liability for Tax and the Buyer or Buyer, the Company subsequently receives is, or becomes, entitled to recover from any some other person other than that is not the Buyer, the Company or any person connected with other company in the Buyer’s Tax Group, 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)amount for any Liability for Tax, the Buyer shall pay 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 Sellers an Buyer and the Company being secured or indemnified by the Seller against any Tax that may be suffered on receipt of that amount equal 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 amount received person in question (keeping the Seller fully informed of the progress of any action taken) provided that the Buyer shall not be required to take any action under this paragraph 8.1 that, in the Buyer’s reasonable opinion, is likely to harm its, the Company’s commercial or the amount employment relationship (potential or actual) with that or any other person. 8.2 If the Buyer or the Company will save by virtue recovers any amount referred to in paragraph 8.1, 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 Tax suffered in respect of the receipt of the relief (less the that amount of all Costs and any costs and expenses incurred in obtaining such payment or relief, and net of any tax payable on the recovering that 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), except where 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 amount has already been 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 good by the appropriate tax authority. Such payment shall not be made to Seller under paragraph (b)); and (b) the extent that, but for amount paid by the use of such relief, the Company would have had an actual tax liability Seller under paragraph 2 in respect of which the Buyer would have been able to make a claim against the Sellers under this ScheduleLiability for Tax in question. 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.