Recovery from Third Parties Clause Samples
The "Recovery from Third Parties" clause establishes the right of a party to seek compensation or reimbursement from external parties responsible for causing loss or damage. In practice, this clause typically applies when one party suffers a loss due to the actions of a third party, and it allows the affected party to pursue recovery from that third party, sometimes requiring the other contracting party to assist in such efforts or to share in any recovered amounts. The core function of this clause is to ensure that liability and financial responsibility are appropriately allocated, preventing double recovery and clarifying the process for handling third-party claims.
POPULAR SAMPLE Copied 6 times
Recovery from Third Parties. 11.1 If
11.1.1 the Seller makes a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”);
11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”);
11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and
11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum.
11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sum.
Recovery from Third Parties. 7.1 If, in respect of any matter which gives rise to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim), the Purchaser or any member of the Purchaser Group recovers from any other person (including an insurer), the amount of the Claim shall be reduced by the amount so recovered (less all reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid).
7.2 If any member of the Seller Group pays at any time to any member of the Purchaser Group an amount pursuant to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim) and any member of the Purchaser Group subsequently recovers from some other person any sum in respect of any matter giving rise to such Claim, (A) any remaining outstanding amount of the Claim shall be reduced by the sum recovered (including interest, if any, and deducting reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving such recovery, repay to such member of the Seller Group the lesser of (i) the amount paid by such member of the Seller Group to the relevant member of the Purchaser Group in respect of such Claim and (ii) any balance of the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claim).
7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim.
7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, the amount so repaid shall be deemed to have never been paid by such member of the Seller Group.
Recovery from Third Parties. 8.1 Where the Management Shareholders have paid an amount under clause 2 for any Liability for Taxation and the Purchaser, the Company or any Subsidiary is, or becomes, entitled to recover from some other person that is not the Purchaser, the Company or any Subsidiary or any other company in the Purchaser’s Tax Group or any Excluded Person, any amount for any Liability for Taxation, the Purchaser shall or shall procure that the Company or the relevant Subsidiary shall:
8.1.1 notify the Management Shareholders of their entitlement as soon as reasonably practicable; and
8.1.2 if required by the Management Shareholders and, subject to the Purchaser and the Company being indemnified by the Management Shareholders against any Taxation that may be suffered on receipt of that amount and any costs and expenses incurred in recovering that amount, take, or procure that the Company or the relevant Subsidiary takes, all reasonable steps to enforce that recovery against the person in question (keeping the Management Shareholders fully informed of the progress of any action taken).
8.2 No member of the Purchaser’s Tax Group shall be obliged under this clause 8 to take any steps requested by the Management Shareholders which it reasonably considers would materially prejudice the commercial or Tax position of any member of the Purchaser’s Tax Group.
8.3 If the Purchaser, the Company or the relevant Subsidiary recovers any amount referred to in clause 8.1, the Purchaser shall account to the Management Shareholders for the lesser of:
8.3.1 any amount recovered (including any related interest or related repayment supplement) less any Taxation suffered in respect of that amount and any costs and expenses incurred in recovering that amount (except to the extent that amount has already been made good by the Management Shareholders under clause 8.1.2); and
8.3.2 the amount paid by the Management Shareholders under clause 2 in respect of the Liability for Taxation in question.
8.4 For the avoidance of doubt, where the Warranty & Indemnity Insurance allows or permits the insurer to give the Purchaser instructions relating to any third party recovery and such instructions conflict with those of the Management Sellers, the insurers’ instructions shall prevail and acting in accordance with those instructions shall not be a voluntary act for the purposes of clause 4.1.12.
Recovery from Third Parties. When an employee disability arises in circumstances which involve a claim against a Third Party, the employee agrees to include in his/her Statement of Claim, the total amount of I.P.P. benefits which have been paid to him/her in respect of the disability. In the event that recovery is made, the employee agrees to repay to the Employer the full amount of the recovery made in respect of IPP benefits.
Recovery from Third Parties. 6.1 Where the Seller has paid an amount under paragraph 2 for any Liability for Tax and the Buyer or Transgenomic Limited or any other member in the Buyer's Tax Group is or become entitled to recovers from some other person (including a Tax Authority but not the Buyer or Transgenomic Limited or any other member in the Buyer's Tax Group), any amount for any Liability for Tax, the Buyer shall or shall procure that Transgenomic Limited shall:
6.1.1 notify the Seller of its entitlement as soon as reasonably practicable; and
6.1.2 if required by the Seller and, subject to the Buyer and Transgenomic Limited being indemnified and secured by the Seller against any Tax that may be suffered on receipt of that amount and any costs and expenses incurred in recovering that amount, take, or procure that Transgenomic Limited takes, all reasonable steps to enforce that recovery against the person in question (keeping the Seller fully informed of the progress of any action taken provided that Transgenomic Limited shall not be required to take any action under the paragraph 6.1 that, in the Buyer’s reasonable opinion, is likely to harm its, Transgenomic Limited’s or any member of the Buyer’s Tax Group’s commercial or employment relationship (potential or actual) with that or any other person other than a Tax Authority or the professional advisers or auditors of Transgenomic Limited).
6.2 If the Buyer or Transgenomic Limited recovers any amount referred to in paragraph 6.1, the Buyer shall account to the Seller for the lesser of:
6.2.1 any amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of that amount and any costs and expenses incurred in recovering that amount; and
6.2.2 the amount paid by the Seller under paragraph 2 in respect of the Liability for Tax in question.
Recovery from Third Parties. 4.1 Where the Purchaser or the Company is at any time entitled to recover from some other person (not being the Purchaser or any member of the Purchaser's Group) (Third Party) any sum in respect of any matter giving rise to a Relevant Claim, the Purchaser shall take all reasonable steps to enforce such recovery before making a Relevant Claim.
4.2 If the Purchaser recovers any amount from a Third Party, the amount of the Relevant Claim shall then be reduced by the amount recovered (less all reasonable costs, charges and expenses incurred by the Purchaser in recovering that sum from such Third Party) or be extinguished if the amount recovered exceeds the amount of the Relevant Claim.
4.3 If the Seller at any time pay to the Purchaser an amount pursuant to a Relevant Claim and the Purchaser subsequently becomes entitled to recover from a Third Party any sum in respect of the matter giving rise to such Relevant Claim, the Purchaser shall take all reasonable steps to enforce such recovery, and shall repay to the Seller as soon as practicable so much of the amount paid to the Purchaser as does not exceed the sum recovered from such Third Party (less all reasonable costs, charges and expenses incurred by the Purchaser in recovering that sum from such Third Party).
Recovery from Third Parties. 8.1 In the event that the Sellers shall have made a payment to the Buyer in respect of any claim by the Buyer against the Sellers under this Schedule in respect of a Tax Liability or in respect of a breach of any of the Tax Warranties and any Buyer’s Group Undertaking is or may be entitled to recover or obtain a payment in respect of that Tax Liability from any person (other than any Buyer’s Group Undertaking but including any Tax Authority) the Buyer shall procure that the relevant Group Company shall:
8.1.1 promptly notify the Sellers of all relevant details concerning such entitlement after such Group Company becomes aware of such entitlement;
8.1.2 subject to paragraph 8.2, take such reasonable action as the Sellers shall request (at the Sellers’ expense) to enforce recovery under such entitlement;
8.1.3 keep the Sellers fully informed of the progress of any such action for the purpose of making recovery in accordance with this paragraph 8; and
8.1.4 within 5 Business Days of making recovery, pay to the Sellers an amount equal to the lesser of (i) any sum referred to in paragraph 8.1 (including any interest or repayment supplement) which the Buyer actually recovers or any Buyer’s Group Undertaking actually recovers (whether or not pursuant to any action requested under paragraph 8.1.2) less any reasonable costs or expenses properly incurred by the Buyer or any Buyer’s Group Undertaking (other than management costs and expenses) in respect of the matter in question and (ii) the amount of any payment previously made by the Sellers as referred to in paragraph 8.1, provided that if the Buyer or any Buyer’s Group Undertaking is subsequently required to repay or otherwise found not to be entitled to retain any such recovery, the Sellers shall promptly repay to the Buyer any amount previously paid to the Sellers pursuant to this paragraph 8.1.4.
8.2 Neither the Buyer nor any Group Company shall be obliged to take action pursuant to paragraph 8.1.2
(i) in a case where such action is against a Tax Authority, which would be likely to be materially prejudicial to the relationship of the Buyer or the relevant Group Company with the relevant Tax Authority; or (ii) which involves conducting litigation beyond the first appellate body in the jurisdiction concerned unless leading counsel (with at least 10 years’ call) or reasonable equivalent outside the United Kingdom appointed by the Sellers and the Buyer, or failing agreement on such appointment, appointed by the Ch...
Recovery from Third Parties. If:
(a) the Seller makes a payment in respect of a Warranty Claim (the Damages Payment), including a payment to the Purchaser, the Company or any member of the Purchaser’s Group under any term of this agreement, any of the Operational Agreements, the 21CF Financial Envelope or any other document entered into pursuant hereto or thereto;
(b) at any time after the making of such payment the Company, the Purchaser or any member of the Purchaser’s Group receives any sum other than from the Seller which would not have been received but for the matter or circumstance giving rise to that Warranty Claim (the Third Party Sum);
(c) the receipt of the Third Party Sum was not taken into account in calculating the Damages Payment; and
(d) the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the loss or liability which gave rise to the Warranty Claim in question (such excess being the Excess Recovery), the Purchaser shall, promptly following receipt of the Third Party Sum by it or the Company, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment.
Recovery from Third Parties. You may waive your rights of recovery against any party in writing before an accident.
Recovery from Third Parties. Where, following the Completion Date, the Buyer or any Group Company is entitled to recover from any Third Party an amount (the “Recovery Amount”) in respect of any matter or event which gives rise to a Warranty Claim or an Indemnity Claim (including under any insurance policy):
13.11.1 the Buyer shall not be restricted from pursuing that Warranty Claim or Indemnity Claim or any other Claim in relation to the same subject matter against the Seller;
13.11.2 the Buyer shall notify the Seller of such entitlement as soon as reasonably practicable, unless the disclosure of such entitlement would cause the Buyer or any Group Company to breach a confidentiality obligation;
13.11.3 if the Third Party in question is an insurance company, the Buyer shall, or shall cause the relevant Group Company to, take all reasonable actions to recover the Recovery Amount from such insurance company under such Group Company’s insurance policy, and keep the Seller reasonably informed of the progress of such recovery, unless the provision of such information would cause the Buyer or any Group Company to breach a confidentiality obligation;
13.11.4 if the Third Party in question is not an insurance company, the Buyer shall assign its claim against such Third Party to the Seller only if all of the following conditions are satisfied:
(a) the Seller pays and settles in full to the Buyer the amount of such Warranty Claim or such Indemnity Claim before the Buyer so assigns its claim against such Third Party to the Seller;
(b) the Buyer’s claim against such Third Party is capable of being assigned (including by virtue of a provision allowing such assignment in a contract or arrangement with such Third Party); and
(c) such assignment does not prejudice legitimate business interests of the Buyer, provided that if the Buyer refuses to assign the claim against such Third Party to the Seller on the basis set out in Clause 13.11.4(c), it shall provide the Seller with an explanation of what legitimate interests of the Buyer may be prejudiced by such assignment.
13.11.5 in the event the Buyer does not assign its claim against a Third Party by operation of Clause 13.11.3 or Clause 13.11.4:
(a) any sum recovered by the Buyer from the Third Party (the “Recovered Amount”) before Determination of the Warranty Claim or Indemnity Claim (less any costs and expenses incurred by the Buyer or such Group Company in recovering the Recovered Amount and any Taxation attributable to or suffered in respect of...