Common use of Third Party Recovery Clause in Contracts

Third Party Recovery. 9.1 If, in respect of any matter which would give rise to a Claim, the Buyer, the Company or any of the Subsidiaries is entitled to make a claim under any policy of insurance, then the Buyer shall and shall procure that the Company or any of its Subsidiaries (as the case may be) shall, use its reasonable endeavours to make recovery from its insurers. Liability in respect of any such Claim shall then be reduced by the amount recovered under such policy of insurance (less all costs, charges and expenses incurred in recovering that sum from its insurers), or extinguished if the amount recovered exceeds the amount of the Claim. 9.2 Where the Buyer or the Company or any of its Subsidiaries is at any time entitled to recover from some other person (not being the Buyer or any member of the Buyer’s Group or the Company or the Subsidiaries or an insurer) (Third Party) any sum in respect of any matter giving rise to a Claim, the Buyer shall use its reasonable endeavours to enforce such recovery: 9.2.1 If the Buyer recovers any amount from a Third Party, the amount of the Claim shall then be reduced by the amount recovered (less all costs, charges and expenses reasonably and properly incurred in recovering that sum from such Third Party) or be extinguished if the amount recovered exceeds the amount of the Claim. 9.2.2 If the Warrantors at any time pay to the Buyer an amount pursuant to a Claim and the Buyer subsequently becomes entitled to recover from a Third Party any sum in respect of the matter giving rise to such Claim, the Buyer shall use its reasonable endeavours to enforce such recovery, and shall repay to the Warrantors as soon as possible so much of the amount paid to the Warrantors as does not exceed the sum recovered from such Third Party (less all costs, charges and expenses incurred in recovering that sum from such Third Party).

Third Party Recovery. 9.1 If2.1 If the Seller has paid, or is liable to pay, an amount to the Buyer in respect of any matter which would give rise a Tax Liability (pursuant either to a Claim, the Buyer, Tax Covenant or the Tax Warranties) and the Company or any of the Subsidiaries is entitled to make a claim under any policy of insurance, then the Buyer shall and shall procure that has received a payment or obtained a reimbursement, refund, credit or set-off from any person (other than the Company Buyer or any of its Subsidiaries (as the case may beCompany) shall, use its reasonable endeavours to make recovery from its insurers. Liability in respect of the Tax Liability or has (whether by operation of law, contract or otherwise) a right of reimbursement or refund against any such Claim shall then be reduced by the amount recovered under such policy of insurance other person or persons (less all costs, charges and expenses incurred in recovering that sum from its insurers), or extinguished if the amount recovered exceeds the amount of the Claim. 9.2 Where other than the Buyer or the Company or any of its Subsidiaries is at any time entitled to recover from some other person (not being the Buyer or any a member of the Buyer’s Group or the Company any employee or the Subsidiaries or an insurerofficer of such company) (Third Party) any sum in respect of any matter giving rise to a Claimthe Tax Liability, the Buyer shall: 2.1.1 notify the Seller as soon as reasonably practicable and, in any event, within 20 Business Days; and 2.1.2 in the case of a right of reimbursement or refund and where requested by the Seller, procure that the Company shall use its reasonable endeavours (at the Seller’s cost) take all appropriate steps to enforce such recovery:the right, keeping the Seller fully informed of any progress. 9.2.1 If 2.2 Where the Buyer recovers any or the Company receives an amount from a Third Partythird party pursuant to paragraph 2.1 of this part 4, an amount equal to the lesser of: 2.2.1 the amount paid, or to be paid, by the Seller pursuant to a Tax Claim in respect of the Claim shall then be reduced Tax Liability in question; and 2.2.2 the amount received by the amount recovered (Buyer or the Company from any third party as contemplated in this paragraph 2 of part 4 less all costs, charges and expenses any third party costs reasonably and properly incurred in recovering that sum from such Third Party) by the Buyer, the Company or be extinguished if the amount recovered exceeds the amount other member of the ClaimBuyer’s Group shall be refunded to the Seller within five Business Days following the date on which the Buyer or the Company receives the payment from the third party. 9.2.2 If 2.3 The action which the Warrantors at Seller may request the Buyer or the Company to take under paragraph 2.2 does not include: 2.3.1 any time pay action which the Buyer considers to be materially prejudicial to the Buyer an amount pursuant to a Claim and the Buyer subsequently becomes entitled to recover from a Third Party any sum in respect Taxation affairs of the matter giving rise to such ClaimCompany, the Buyer shall use its reasonable endeavours or any other member of the Buyer’s Group; or 2.3.2 allowing the Seller to enforce such recovery, and shall repay undertake the conduct of any action necessary to the Warrantors as soon as possible so much effect recovery of the amount paid to the Warrantors as does not exceed the sum recovered from such Third Party (less all costs, charges and expenses incurred in recovering that sum from such Third Party)question.

Third Party Recovery. 9.1 If, 5.1 If the Seller has paid an amount to the Buyer in respect of any matter which would give rise a Tax Liability (pursuant either to the Tax Covenant or pursuant to a Claim, claim for breach of any of the Buyer, Tax Warranties) and the Company or the Buyer has received a payment or obtained a reimbursement, refund, credit or set-off from any person (other than the Buyer or the Company) in respect of the Subsidiaries is entitled to make Tax Liability or has (whether by operation of law, contract or otherwise) a claim under right of reimbursement or refund against any policy other person or persons (other than the Buyer or the Company) in respect of insurancethe Tax Liability, then the Buyer shall (i) notify the Seller and shall (ii) in the case of a right or reimbursement or refund, if requested by the Seller and if indemnified and secured to the Buyer's reasonable satisfaction against all reasonable and proper costs and expenses and any additional Tax Liability of the Buyer or the Company arising as a result of any action taken pursuant to this paragraph or otherwise, procure that the Company or any of its Subsidiaries (as shall take reasonable steps to enforce the case may be) shallright, use its reasonable endeavours to make recovery from its insurers. Liability in respect keeping the Seller fully informed of any such Claim shall then be reduced by the amount recovered under such policy of insurance (less all costs, charges and expenses incurred in recovering that sum from its insurers), or extinguished if the amount recovered exceeds the amount of the Claim. 9.2 progress. Where the Buyer or the Company receives an amount from a third party pursuant to, or as referred to in, this paragraph, an amount equal to the lesser of: 5.1.1 the amount paid by the Seller (under this schedule or pursuant to a claim for breach of any of its Subsidiaries is at any time entitled the Tax Warranties) in respect of the Tax Liability in question save to recover from some other person (not being the extent that such amount constitutes a reimbursement of the reasonable costs and/or expenses properly incurred by the Buyer or the Company in obtaining such amount from the Seller; and 5.1.2 the amount received by the Buyer or the Company from any member of third party pursuant to this paragraph less: 5.1.2.1 any reasonable costs and/or expenses properly incurred by the Buyer’s Group Buyer or Company in obtaining such amount from such third party; and 5.1.2.2 any Tax which the Company or the Subsidiaries or an insurerBuyer reasonably anticipates will be payable (to the extent that such Tax actually becomes payable) (Third Party) any sum in respect of such receipt (or any matter giving rise to Tax which it is reasonably anticipated would have been payable in respect thereof but for the availability of a Claim, the Buyer shall use its reasonable endeavours to enforce such recovery: 9.2.1 If the Buyer recovers any amount from a Third Party, the amount Relief of the Claim shall then be reduced by the amount recovered (less all costsCompany falling within any of paragraphs 1.2.1, charges and expenses reasonably and properly incurred in recovering that sum from such Third Party) 1.2.2 or be extinguished if the amount recovered exceeds the amount of the Claim1. 9.2.2 If the Warrantors at any time pay to the Buyer an amount pursuant to a Claim and the Buyer subsequently becomes entitled to recover from a Third Party any sum in respect of the matter giving rise to such Claim, the Buyer shall use its reasonable endeavours to enforce such recovery, and shall repay to the Warrantors as soon as possible so much of the amount paid to the Warrantors as does not exceed the sum recovered from such Third Party (less all costs, charges and expenses incurred in recovering that sum from such Third Party).

Third Party Recovery. 9.1 If, 2.1 If the Seller has paid an amount to the Buyer in respect of any matter which would give rise a Tax Liability (pursuant either to a Claim, the Buyer, Tax Covenant or the Tax Warranties) and the Company or the Buyer has received a payment or obtained a reimbursement, refund, credit or set-off from any person (other than the Buyer or the Company) in respect of the Subsidiaries is entitled to make Tax Liability or has (whether by operation of law, contract or otherwise) a claim under right of reimbursement or refund against any policy of insurance, then other person or persons (other than the Buyer shall or the Company) in respect of the Tax Liability, the Buyer shall: 2.1.1 notify the Seller as soon as reasonably practicable; and 2.1.2 in the case of a right of reimbursement or refund, if requested by the Seller and shall if indemnified and secured to the Buyer’s reasonable satisfaction against all reasonable and proper costs and expenses and any Tax Liability or additional Tax Liability of the Buyer or the Company arising as a result of any action taken pursuant to this paragraph or otherwise, procure that the Company or any of its Subsidiaries (as shall take reasonable steps to enforce the case may be) shallright, use its reasonable endeavours to make recovery from its insurers. Liability in respect keeping the Seller fully informed of any such Claim shall then be reduced by the amount recovered under such policy of insurance (less all costs, charges and expenses incurred in recovering that sum from its insurers), or extinguished if the amount recovered exceeds the amount of the Claimprogress. 9.2 2.2 Where the Buyer or the Company or any receives an amount from a third party pursuant to paragraph 2.1 of its Subsidiaries is at any time entitled this part 4, an amount equal to recover from some other person (not being the Buyer or any member of lesser of: 2.2.1 the Buyer’s Group or amount paid by the Company or the Subsidiaries or an insurer) (Third Party) any sum Seller under this schedule in respect of any matter giving rise the Tax Liability in question save to the extent that such amount constitutes a Claim, the Buyer shall use its reasonable endeavours to enforce such recovery: 9.2.1 If the Buyer recovers any amount from a Third Party, the amount reimbursement of the Claim shall then be reduced by the amount recovered (less all costs, charges and costs and/or expenses reasonably and properly incurred by the Buyer or the Company in recovering that sum obtaining such amount from the Seller; and 2.2.2 the amount received by the Buyer or the Company from any third party pursuant to this paragraph less: 2.2.2.1 any costs and/or expenses reasonably and properly incurred by the Buyer or Company in obtaining such amount from such Third Party) third party; and 2.2.2.2 any Tax which the Company or be extinguished if the amount recovered exceeds the amount of the Claim. 9.2.2 If the Warrantors at any time pay to the Buyer an amount pursuant to a Claim and the Buyer subsequently becomes entitled to recover from a Third Party any sum reasonably anticipates will be payable in respect of such receipt (or any Tax which it is reasonably anticipated would have been payable in respect thereof but for the matter giving rise availability of a Relief of the type described in paragraph 2.1.2 or 2.1.3 of part 1), shall firstly be set off against any payment then due from the Seller pursuant to the Warranties or the Tax Covenant and to the extent that no such Claimpayment is then due from the Seller, be refunded promptly by the Buyer shall use its reasonable endeavours to enforce such recovery, and shall repay to the Warrantors as soon as possible so much of the amount paid to the Warrantors as does not exceed the sum recovered from such Third Party (less all costs, charges and expenses incurred in recovering that sum from such Third Party)Seller.

Third Party Recovery. 9.1 If, 6.1. If the Sellers pay to a Buyer’s Group Undertaking an amount in respect of a Claim and a Buyer’s Group Undertaking subsequently recovers from another person an amount which is referable to the matter giving rise to the Claim: (a) if the amount paid by the Sellers in respect of the Claim is more than the Sum Recovered, the Buyer shall promptly pay to the Sellers the Sum Recovered; and (b) if the amount paid by the Sellers in respect of the Claim is less than or equal to the Sum Recovered, the Buyer shall promptly pay to the Sellers an amount equal to the amount paid by the Sellers. For the purposes of paragraph 6.1 of this Schedule 8, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person plus any matter interest in respect of the amount recovered from that person less all reasonable costs incurred by a Buyer’s Group Undertaking in recovering the amount from the person. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 6.2. If the Buyer or a Buyer’s Group Undertaking becomes aware that matters have arisen which would will or could reasonably be expected to give rise to a Claim, the Buyer, the Company Buyer will (or any of the Subsidiaries is entitled to make a claim under any policy of insurance, then the Buyer shall and shall will procure that the Company relevant Buyer’s Group Undertaking will) where practicable (and provided such information is not subject to confidentiality or any of its Subsidiaries (is not privileged) disclose in writing to the Sellers’ Representative such information and documents relating to the Claim as the case Sellers’ Representative may bereasonably request (at the sole cost of the Sellers) shall, use its and will consult with those Sellers to the extent practicable and have regard to their reasonable endeavours to make recovery from its insurers. Liability representations in respect of any such Claim shall then be reduced by the amount recovered under such policy of insurance (less all costs, charges and expenses incurred in recovering that sum from its insurers), or extinguished if the amount recovered exceeds the amount resolution of the Claim. 9.2 Where the Buyer or the Company or any of its Subsidiaries is at any time entitled to recover from some other person (not being the Buyer or any member of the Buyer’s Group or the Company or the Subsidiaries or an insurer) (Third Party) any sum in respect of any matter giving rise to a Claim, the Buyer shall use its reasonable endeavours to enforce such recovery: 9.2.1 If the Buyer recovers any amount from a Third Party, the amount of the Claim shall then be reduced by the amount recovered (less all costs, charges and expenses reasonably and properly incurred in recovering that sum from such Third Party) or be extinguished if the amount recovered exceeds the amount of the Claim. 9.2.2 If the Warrantors at any time pay to the Buyer an amount pursuant to a Claim and the Buyer subsequently becomes entitled to recover from a Third Party any sum in respect of the matter giving rise to such Claim, the Buyer shall use its reasonable endeavours to enforce such recovery, and shall repay to the Warrantors as soon as possible so much of the amount paid to the Warrantors as does not exceed the sum recovered from such Third Party (less all costs, charges and expenses incurred in recovering that sum from such Third Party).

Third Party Recovery. 9.1 If2.1 If the Seller has paid, or is liable to pay, an amount to the Buyer in respect of any matter which would give rise a Tax Liability pursuant to a Claim, the Buyer, Tax Claim and the Company or the Buyer has: 2.1.1 received a payment or obtained a reimbursement, refund, credit or set-off from any person (other than the Buyer or the Company) in respect of the Subsidiaries is entitled to make Tax Liability; or 2.1.2 (whether by operation of law, contract or otherwise) a claim under right of reimbursement or refund against any policy of insurance, then other person or persons (other than the Buyer shall and shall or the Company) in respect of the Tax Liability, the Buyer shall: 2.1.3 notify the Seller in writing as soon as reasonably practicable after having received any such amount referred to in paragraph 2.1.1 or becoming aware of any right as referred to in paragraph 2.1.2; and 2.1.4 in the case of a right of reimbursement or refund, if requested by the Seller, procure that the Company or any of its Subsidiaries shall (as at the case may beSeller’s reasonable cost) shalltake all appropriate steps to enforce the right, use its reasonable endeavours to make recovery from its insurers. Liability in respect keeping the Seller fully informed of any such Claim shall then be reduced by the amount recovered under such policy of insurance (less all costs, charges and expenses incurred in recovering that sum from its insurers), or extinguished if the amount recovered exceeds the amount of the Claimprogress. 9.2 2.2 Where paragraph 2.1 applies and the Buyer or the Company has received or any of its Subsidiaries is at any time entitled to recover from some other person (not being the Buyer or any member of the Buyer’s Group or the Company or the Subsidiaries or receives an insurer) (Third Party) any sum in respect of any matter giving rise to a Claim, the Buyer shall use its reasonable endeavours to enforce such recovery: 9.2.1 If the Buyer recovers any amount from a Third Partythird party, an amount equal to the lesser of: 2.2.1 the amount of the Claim shall then paid, or required to be reduced paid, by the amount recovered (less all costs, charges and expenses reasonably and properly incurred in recovering that sum from such Third Party) or be extinguished if the amount recovered exceeds the amount of the Claim. 9.2.2 If the Warrantors at any time pay to the Buyer an amount Seller pursuant to a Tax Claim and the Buyer subsequently becomes entitled to recover from a Third Party any sum in respect of the matter giving rise to such Claim, Tax Liability in question; and 2.2.2 the amount received by the Buyer or the Company from the third party, shall use its reasonable endeavours to enforce such recoveryfirst be set off against any payment then due from the Seller under this Agreement, and shall repay secondly, to the Warrantors as soon as possible so much of the amount paid extent there is an excess, be refunded to the Warrantors as does not exceed Seller to the sum recovered extent of any payments previously made by the Seller under this Agreement (such refund to be paid within five Business Days following the date on which the Buyer or the Company receives the payment from such Third Party (less all coststhe third party) and, charges thirdly, to the extent of any further excess, be carried forward and expenses incurred in recovering that sum set off against any payment becoming due from such Third Party)the Seller under this Agreement.

Third Party Recovery. 9.1 If, 2.1. If the Sellers have paid an amount to the Buyer in full discharge of a liability which has arisen in respect of any matter which would give rise a Tax Liability pursuant to a ClaimTax Claim and the Company or the Buyer has: 2.1.1. received a payment or obtained a reimbursement, refund, credit or set-off from any person (other than the Buyer, the Company or any an officer or employee of either of them) in respect of the Subsidiaries is entitled to make Tax Liability; or 2.1.2. (whether by operation of law, contract or otherwise) a claim under right of reimbursement or refund against any policy of insuranceother person or persons (other than the Buyer, then the Buyer shall and shall procure that the Company or any an officer or employee of its Subsidiaries (as the case may beeither of them) shall, use its reasonable endeavours to make recovery from its insurers. Liability in respect of any such Claim shall then be reduced the Tax Liability, the Buyer shall: 2.1.3. notify the Sellers as soon as reasonably practicable; and 2.1.4. in the case of a right of reimbursement or refund, if so requested in writing by the amount recovered under such policy of insurance (less Sellers and if the Sellers indemnify and secure the Buyer to the Buyer's reasonable satisfaction against all costs, charges reasonable and proper costs and expenses incurred in recovering that sum from its insurers), and any Tax Liability or extinguished if the amount recovered exceeds the amount additional Tax Liability of the Claim. 9.2 Where the Buyer or the Company arising (or which may arise) as a result of any action taken pursuant to this paragraph 2 of its Subsidiaries is at this part, procure that the Company shall take reasonable steps to enforce the right, keeping the Sellers reasonably informed of any time entitled to recover from some other person (not being progress. 2.2. Where paragraph 2.1 of this part applies and the Buyer or any member the Company has received or receives an amount from a third party in respect of the Buyer’s Group Tax Liability in question an amount equal to the lesser of: 2.2.1. the amount paid by the Sellers pursuant to the Tax Claim in respect of the Tax Liability in question save to the extent that such amount constitutes a reimbursement of the costs or expenses reasonably and properly incurred by the Buyer or the Company in obtaining such amount from the Sellers; and 2.2.2. the amount received by the Buyer or the Subsidiaries or an insurer) (Third Party) Company from the third party less: any sum in respect of any matter giving rise to a Claim, the Buyer shall use its reasonable endeavours to enforce such recovery: 9.2.1 If the Buyer recovers any amount from a Third Party, the amount of the Claim shall then be reduced by the amount recovered (less all costs, charges costs and expenses reasonably and properly incurred by the Buyer or Company in recovering that sum obtaining such amount from such Third Partythird party (save to the extent that such costs and expenses have previously been paid to the Buyer pursuant to paragraph 2.1.4 above); and any Tax which the Company or the Buyer has paid or reasonably anticipates will be payable in respect of such receipt (or any Tax which it is reasonably anticipated would have been payable in respect thereof but for the availability of a Relief), shall first be, set off against any payment then due from the Seller pursuant to a Tax Claim; second, to the extent that there is an excess, refunded to the Seller (save to the extent that any amount paid by the Seller has previously been refunded under any provision of this Agreement) or be extinguished if the amount recovered exceeds up to the amount of the Claim. 9.2.2 If the Warrantors at any time pay such excess; and third, to the Buyer an amount extent that such excess is not exhausted, by being refunded to the Seller, carried forward and set off against any payment becoming due from the Seller pursuant to a Claim and the Buyer subsequently becomes entitled to recover from a Third Party any sum in respect of the matter giving rise to such Tax Claim, the Buyer shall use its reasonable endeavours to enforce such recovery, and shall repay to the Warrantors as soon as possible so much of the amount paid to the Warrantors as does not exceed the sum recovered from such Third Party (less all costs, charges and expenses incurred in recovering that sum from such Third Party).