Common use of Single Recovery Clause in Contracts

Single Recovery. (A) No liability shall attach to the Vendor, the Share Sellers, the US Business Seller, the IP Assets Sellers or any of them by reason of any breach of any of the Warranties or pursuant to PARAGRAPH 16 of SCHEDULE 8 to the extent that the same loss has been recovered by the Purchaser or any other Designated Purchaser under the Tax Covenant or any other Warranty or term of this Agreement or the Specified Agreements and, accordingly, the Purchaser and any other Designated Purchaser may only be entitled to recover once in respect of the same loss. (i) In calculating the liability of the Vendor, the Share Sellers, the US Business Seller and the IP Assets Sellers for any breach of the Warranties or pursuant to PARAGRAPH 16 of SCHEDULE 8 there shall be taken into account any repayment in respect of Tax or any Relief arising as a result of the matter giving rise to such liability which the Purchaser or any member of the Purchaser's Group obtains and utilises on or before the date of calculating such liability. (ii) To the extent that the Purchaser (or the relevant member of the Purchaser's Group) obtains and utilises any repayment in respect of Tax or any Relief arising as a result of the matter giving rise to the liability of the Vendor, the Share Sellers, the US Business Seller or the IP Assets Sellers for any breach of the Warranties or pursuant to PARAGRAPH 16 of SCHEDULE 8, the Purchaser (or the relevant member of the Purchaser's Group) shall, except to the extent that such utilisation has been taken into account in calculating the liability of the Vendor, the Share Sellers, the US Business Seller or the IP Assets Sellers pursuant to PARAGRAPH (i) of this SUB-PARAGRAPH (B), remit to the Vendor, within 15 Business Days of actual receipt, an amount equal to so much of the economic benefit from that repayment in respect of Tax or Relief which the Purchaser (or the relevant member of the Purchaser's Group) has actually received; PROVIDED that nothing in this SUB-PARAGRAPH (B)(ii) shall restrict the ability or discretion of the Purchaser (or the relevant member of the Purchaser's Group) to order its Tax affairs in any way which it sees fit and to keep its Tax affairs confidential. Any question concerning whether the Purchaser (or the relevant member of the Purchaser's Group) has actually realised any such economic benefit or the quantum and timing of such benefit shall be determined by the auditors for the time being of the Purchaser (or the relevant member of the Purchaser's Group). (C) No liability shall attach to the Vendor, the Share Sellers, the US Business Seller, the IP Asset Sellers or any of them by reason of any breach of the Warranty set out in PARAGRAPH 4(F) of SCHEDULE 6 to the extent (and in respect of the period) that the Vendor or any other member of the Vendor's Group provides to the relevant Company or Designated Purchaser such goods, services or facilities as shall have given rise to the breach of such Warranty for the period of 6 months from the Completion Date (and, if the relevant Company or Companies or other member of the Purchasers' Group, having unsuccessfully used all reasonable endeavours to cease the use of such goods, services or facilities (as appropriate) by the end of such 6 month period, upon written notice from the Purchaser to the Vendor, a further 6 months following the expiry of such 6 month period), on the same basis as such goods, services or facilities were provided to the relevant Company or Companies or to any other member of the Vendor's Group in respect of the Transferring Business immediately prior to the Completion Date.

Single Recovery. (A) No liability shall attach to the Vendor, the Share Sellers, the US Business Seller, the IP Assets Sellers or any of them by reason of any breach of any of the Warranties or pursuant to PARAGRAPH paragraph 16 of SCHEDULE Schedule 8 to the extent that the same loss has been recovered by the Purchaser or any other Designated Purchaser under the Tax Covenant or any other Warranty or term of this Agreement or the Specified Agreements and, accordingly, the Purchaser and any other Designated Purchaser may only be entitled to recover once in respect of the same loss. (i) In calculating the liability of the Vendor, the Share Sellers, the US Business Seller and the IP Assets Sellers for any breach of the Warranties or pursuant to PARAGRAPH paragraph 16 of SCHEDULE Schedule 8 there shall be taken into account any repayment in respect of Tax or any Relief arising as a result of the matter giving rise to such liability which the Purchaser or any member of the Purchaser's ’s Group obtains and utilises on or before the date of calculating such liability. (ii) To the extent that the Purchaser (or the relevant member of the Purchaser's ’s Group) obtains and utilises any repayment in respect of Tax or any Relief arising as a result of the matter giving rise to the liability of the Vendor, the Share Sellers, the US Business Seller or the IP Assets Sellers for any breach of the Warranties or pursuant to PARAGRAPH paragraph 16 of SCHEDULE Schedule 8, the Purchaser (or the relevant member of the Purchaser's ’s Group) shall, except to the extent that such utilisation has been taken into account in calculating the liability of the Vendor, the Share Sellers, the US Business Seller or the IP Assets Sellers pursuant to PARAGRAPH paragraph (i) of this SUBsub-PARAGRAPH paragraph (B), remit to the Vendor, within 15 Business Days of actual receipt, an amount equal to so much of the economic benefit from that repayment in respect of Tax or Relief which the Purchaser (or the relevant member of the Purchaser's ’s Group) has actually received; PROVIDED provided that nothing in this SUBsub-PARAGRAPH paragraph (B)(ii) shall restrict the ability or discretion of the Purchaser (or the relevant member of the Purchaser's ’s Group) to order its Tax affairs in any way which it sees fit and to keep its Tax affairs confidential. Any question concerning whether the Purchaser (or the relevant member of the Purchaser's ’s Group) has actually realised any such economic benefit or the quantum and timing of such benefit shall be determined by the auditors for the time being of the Purchaser (or the relevant member of the Purchaser's ’s Group). (C) No liability shall attach to the Vendor, the Share Sellers, the US Business Seller, the IP Asset Sellers or any of them by reason of any breach of the Warranty set out in PARAGRAPH paragraph 4(F) of SCHEDULE Schedule 6 to the extent (and in respect of the period) that the Vendor or any other member of the Vendor's ’s Group provides to the relevant Company or Designated Purchaser such goods, services or facilities as shall have given rise to the breach of such Warranty for the period of 6 months from the Completion Date (and, if the relevant Company or Companies or other member of the Purchasers' ’ Group, having unsuccessfully used all reasonable endeavours to cease the use of such goods, services or facilities (as appropriate) by the end of such 6 month period, upon written notice from the Purchaser to the Vendor, a further 6 months following the expiry of such 6 month period), on the same basis as such goods, services or facilities were provided to the relevant Company or Companies or to any other member of the Vendor's ’s Group in respect of the Transferring Business immediately prior to the Completion Date.