Common use of Third Party Recoveries Clause in Contracts

Third Party Recoveries. 4.1 The Warrantors shall not be liable in respect of a Warranty Claim (which shall include any costs, charges and expenses, including any irrecoverable VAT and disbursements, in each case, reasonably and properly incurred by the Buyer or any member of the Buyer’s Group in recovering that sum and any Tax charged on such sum) to the extent that the Buyer or any other member of the Buyer’s Group or those deriving title from the Buyer have already obtained reimbursement or restitution in respect of such Warranty Claim from any third party. 4.2 Subject to the Buyer being indemnified and secured by any of the Warrantors to the reasonable satisfaction of the Buyer, if the Buyer or any other member of the Buyer’s Group has a claim against, or is entitled to recover from, any third party in relation to any matter which would or, in the reasonable opinion of the Buyer, is likely to give rise to a Warranty Claim, the Buyer shall use reasonable endeavours to recover any amounts due from such third party before taking any action (other than notifying the Sellers’ Representative of the claim pursuant to paragraph 9 of this Schedule) against the Warrantors (or any of them) PROVIDED THAT nothing in this paragraph 4.2 shall require the Buyer or any other member of the Buyer’s Group to take or refrain from taking any action which it considers, acting reasonably and in good faith, would materially and adversely affect the goodwill or bona fide commercial interests of any member of the Buyer’s Group. 4.3 If the Warrantors (or any of them) pay to the Buyer an amount in respect of any Warranty Claim and the Buyer or any other member of the Buyer’s Group subsequently recovers from a third party (by whatever means) a sum which is referable to that Warranty Claim within three years of the date such payment is made, the Buyer shall repay to the Warrantors so much of the amount originally paid by the Warrantors as does not exceed the sum recovered from the third party after deduction of all reasonable and properly incurred costs and expenses of recovery.

Third Party Recoveries. 4.1 5.1 The Warrantors Seller shall not be liable under the Warranties in respect of a Warranty Claim any claim: (which shall include any costs, charges and expenses, including any irrecoverable VAT and disbursements, in each case, reasonably and properly incurred a) to the extent that recovery is made by the Buyer or any member of the Buyer’s Group under any policy of insurance or to the extent that recovery would have been capable of being made under any policy of insurance had the Buyer or any member of the Buyer’s Group effected policies of insurance on similar terms to those effected by or for the benefit of any member of the Target Group which are in recovering that sum and any Tax charged on such sumforce as at the date of this agreement; or (b) to the extent that the Buyer or any other member of the Buyer’s Group or those deriving title from the Buyer have already obtained reimbursement or restitution in respect of such Warranty Claim claim from any third party. 4.2 Subject to the Buyer being indemnified and secured by any of the Warrantors to the reasonable satisfaction of the Buyer, if 5.2 Where the Buyer or any other member of the Buyer’s Group has or may have a claim against, or is entitled to recover from, against any third party in relation to any matter which would or, in the reasonable opinion of the Buyer, is likely to could give rise to a Warranty Claimclaim under the Warranties, the Buyer shall use all reasonable endeavours to recover any amounts due from such third party before taking any action (other than notifying the Sellers’ Representative of the claim pursuant to paragraph 9 of this Schedule) against the Warrantors (or Seller. 5.3 In respect of any of them) PROVIDED THAT nothing in this paragraph 4.2 shall require claim the Buyer or any other member of the Buyer’s Group may have against London Underground Limited (“LU”) or its successors in title as relates to take or refrain from taking the Apollo Victoria the Buyer shall procure that full satisfaction in respect of such claim is sought directly against LU by all means at its disposal including recourse to the courts if necessary before any action which it considers, acting reasonably and claim in good faith, would materially and adversely affect the goodwill or bona fide commercial interests of any member respect of the Buyer’s Groupsame facts, matters or circumstances may be made against the Seller. 4.3 5.4 If the Warrantors (or any of them) pay Seller pays to the Buyer an amount in respect of any Warranty Claim claim under the Warranties and the Buyer or any other member of the Buyer’s Group subsequently recovers from a third party (by whatever meansincluding, without limitation, any insurer or any Tax Authority) a sum which is referable to that Warranty Claim within three years of the date such payment is madeclaim, the Buyer shall repay to the Warrantors Seller so much of the amount originally paid by the Warrantors Seller as does not exceed the sum recovered from the third party after deduction of all reasonable and properly incurred costs and expenses of recovery.