Common use of Subsequent Recovery Clause in Contracts

Subsequent Recovery. If the Seller pays the Buyer any amount in respect of a Claim (the amount of such payment, to the extent it does not comprise interest on late payment, being the “Damages Sum”) and the Buyer or any member of the Buyer Group subsequently becomes entitled to recover from any person other than the Seller a sum which is referable to that Claim (including any by way of discount, relief or credit, and including under the W&I Policy), the Buyer shall give prompt notice to the Seller, and shall procure that any relevant member of the Buyer Group shall, use reasonable endeavours to seek recovery from such third party. If: (a) any member of the Buyer Group subsequently recovers from any person other than the Seller or an Affiliate of the Seller a sum which is referable to that Claim and would not have been received but for the matter or circumstance giving rise to the relevant Claim (the “Third Party Sum”); (b) the receipt of the Third Party Sum was not taken into account in calculating the Damages Sum; and (c) the aggregate of the Third Party Sum and the Damages Sum exceeds the amount required to compensate the Buyer or relevant member of the Buyer Group (as the case may be) in full (such excess being the “Excess”), the Buyer shall promptly repay to the Seller an amount equal to the lower of: (i) the Excess; and (ii) the Damages Sum, in each case after the deduction of the properly incurred costs of the Buyer and each member of the Buyer Group in seeking to obtain such recovery and any Tax payable on such recovery or on receipt of the Damages Sum (or, in each case, any Tax that would be payable but for the availability of a Relief).

Subsequent Recovery. If the Seller relevant Indemnifying Person(s) pays the Buyer an amount which fully discharges any amount in respect of a Indemnity Claim (the amount of raised by an Indemnified Person(s) under this Agreement for Losses suffered by such payment, to the extent it does not comprise interest on late payment, being the “Damages Sum”Indemnified Person(s) and the Buyer Indemnified Person(s) (whether by payment, discount, credit, relief or any member of the Buyer Group subsequently becomes entitled to recover otherwise) recovers from any person other than the Seller a Third Party, a sum which is referable to that Claim (including any by way of discount, relief or credit, compensates the Indemnified Person(s) for such Loss and including under the W&I Policy), the Buyer shall give prompt notice to the Seller, and shall procure that any relevant member of the Buyer Group shall, use reasonable endeavours to seek recovery from such third party. If: (a) any member of the Buyer Group subsequently recovers from any person other than the Seller or an Affiliate of the Seller a sum which is referable to that Claim and otherwise would not have been received but (including for the matter avoidance of doubt, any tax refunds, insurance amounts or circumstance giving rise similar recoveries) by the Indemnified Person(s), the Indemnified Person(s) will pay to the relevant Claim (Indemnifying Person(s) an amount equivalent to the “amount recovered from such Third Party Sum”); (bParty, less any reasonable costs and expenses incurred in obtaining such recovery and less any Tax paid or payable by the Indemnified Person(s) under applicable Law at the receipt time of the Third Party Sum was not taken into account in calculating the Damages Sum; and (c) the aggregate recovery of the sum from a Third Party Sum and the Damages Sum exceeds Party, provided, that such repayment shall not exceed the amount required to compensate the Buyer or relevant member of the Buyer Group (as payment that the case may berelevant Indemnifying Person(s) had previously paid to such Indemnified Person(s) in full (respect of such excess being Loss and after paying such amounts to the “Excess”relevant Indemnifying Person(s), the Buyer Indemnified Person(s) remains fully compensated in respect of the original Loss incurred. The Seller Indemnified Person agrees that in the event Tax is required to be withheld or deducted at source on the amount so paid or required to be paid pursuant to this Clause 8.5.4, such amount shall promptly repay be grossed up with the amount of Tax, required to be so withheld or deducted, such that the Seller an Sellers receive the same amount equal to the lower of: (i) the Excess; and (ii) the Damages Sum, in each case after the applicable withholding or deduction, which it would have otherwise received, had no withholdings or deduction of the properly incurred costs of the Buyer and each member of the Buyer Group in seeking to obtain such recovery and any Tax payable on such recovery or on receipt of the Damages Sum (or, in each case, any Tax that would be payable but for the availability of a Relief)taken place.

Subsequent Recovery. If the Seller any Indemnifying Party pays the Buyer any an amount in respect of a Claim (the amount of such payment, to the extent it does not comprise interest on late paymentIndemnified Parties in discharge of an Indemnity Claim, being the “Damages Sum”) and the Buyer or any member of the Buyer Group Indemnified Parties subsequently becomes entitled to recover from any person other than the Seller a sum which is referable to that Claim actually recovers (including any by way of discount, relief cash or credit, and any other means) from a third party (including under the W&I Policyinsurers), any amount to compensate for the Buyer shall give prompt notice Loss that gave rise to the Sellersuch Indemnity Claim (or any portion thereof), and shall procure that any relevant member of the Buyer Group shall, use reasonable endeavours to seek recovery from such third party. Ifthen: (a) any member if the aggregate amount of Loss suffered or incurred by the Buyer Group subsequently recovers from any person other than Indemnified Parties has been fully compensated for by the Seller or an Affiliate of Indemnifying Party, the Seller a sum which is referable to that Claim and would not have been received but for the matter or circumstance giving rise Indemnified Parties shall pay to the relevant Claim Indemnifying Party the lower of (A) the “Third Sum Recovered; and (B) amounts paid by the Indemnifying Party Sum”);to the Indemnified Parties in relation to such claim; or (b) if the receipt amounts paid by the Indemnifying Party are less than the Losses actually suffered or incurred by the Indemnified Parties, and the aggregate of the Third amounts paid by the Indemnifying Party and the Sum was not taken into account Recovered exceeds the Losses suffered by the Indemnified Parties, the Indemnified Parties shall pay to the Indemnifying Party the lower of (A) the amount of such excess; and (B) amounts paid by the Indemnifying Party to the Indemnified Parties in calculating the Damages Sum; andrelation to such claim. (c) For the aggregate purposes of the Third Party foregoing, “Sum and the Damages Sum exceeds the amount required to compensate the Buyer or relevant member of the Buyer Group (as the case may be) Recovered”, in full (such excess being the “Excess”), the Buyer shall promptly repay relation to the Seller Loss that gave rise to Indemnity Event, means an amount equal to the lower of: total of the amount(s) recovered from the third party less all costs incurred by the Indemnified Parties in recovering such amount(s) from the third party (i) the Excess; and (ii) the Damages Sumincluding any additional amounts of insurance premium payable, in each case after the deduction Financial Year immediately succeeding the Financial Year in which the claim was made under the insurance policy, as a result of such recovery, provided that such additional amounts of insurance premium are not attributable to any additional coverage or benefit obtained in such insurance policy). (d) It is hereby clarified that to the extent the payment of any portion of the properly incurred costs Sum Recovered is tax deductible in the hands of the Buyer Indemnified Parties and each member where Taxes are required to be withheld on such payments by the Indemnified Parties, such portion of the Buyer Group in seeking Sum Recovered that is Tax deductible (if any), shall be grossed up to obtain such recovery and any Tax payable on such recovery or on receipt the extent of the Damages Taxes withheld, at the time of payment of the Sum (or, in each case, any Tax that would be payable but for Recovered by the availability of a Relief).Indemnified Parties to the Indemnifying Party

Subsequent Recovery. If 11.1 If: (a) Whirlpool pays to the Seller Buyer; (b) Whirlpool pays to Ardutch; (c) Ardutch pays to the Buyer; (d) Ardutch pays to Whirlpool; (e) Buyer pays to Ardutch; or (f) Buyer pays to Whirlpool, (the party making such payment being the “Paying Party”) and the party receiving such payment being the “Receiving Party”) any amount in respect of a Claim other than a Tax Claim (the amount of such payment, to the extent it does not comprise interest on late payment, being the “Damages SumPayment”) and the Buyer or and: (i) any member of the Buyer Group or any of Ardutch or its Affiliates (where Whirlpool is the Paying Party and the Buyer is the Receiving Party); (ii) Ardutch or its Affiliates (where Whirlpool is the Paying Party and Ardutch is the Receiving Party); (iii) any member of the Buyer Group (where Ardutch is the Paying Party and the Buyer is the Receiving Party); (iv) any member of the Whirlpool Group (where Ardutch is the Paying Party and Whirlpool is the Receiving Party); (v) any member of the Whirlpool Group (where the Buyer is the Paying Party and Whirlpool is the Receiving Party); or (vi) Ardutch or its Affiliates (where the Buyer is the Paying Party and Ardutch is the Receiving Party), is or subsequently becomes entitled to recover from any person (other than the Seller Paying Party) a sum which is referable to that Claim (including any by way of discount, relief or credit, and including under the W&I Policy), the Buyer Receiving Party shall give prompt notice to the Seller, Paying Party and shall procure that it and any of its relevant member of the Buyer Group shall, Affiliates shall use reasonable endeavours to seek recovery from such third party. . 11.2 If: (a) any member amount is actually recovered from such third party (the party receiving such amount being the “Recovering Party”), then such amount (after the deduction of the Buyer Group subsequently recovers from costs reasonably incurred by the Recovering Party and any person other than the Seller or an Affiliate of the Seller a sum which is referable its relevant Affiliates, in seeking to that Claim obtain such recovery and would not have been received but for the matter or circumstance giving rise to the relevant Claim any Tax payable on such recovery (such resulting amount being the “Third Party Sum”)); (b) the receipt of the such Third Party Sum was not taken into account as a pro tanto deduction in calculating the Damages SumPayment; and (c) the aggregate of the Third Party Sum and the Damages Sum exceeds Payment exceed the amount required to compensate the Buyer or relevant member Receiving Party in full in respect of the Buyer Group (as the case may be) in full relevant Claim (such excess being the “ExcessExcess Recovery”), Whirlpool (where the Recovering Party is a member of the Whirlpool Group), Ardutch (where the Recovering Party is Ardutch or its Affiliates other than a member of the Buyer Group) and the Buyer (where the Recovering Party is a member of the Buyer Group) shall promptly following receipt of the Third Party Sum by the Recovering Party, repay to the Seller Paying Party an amount equal to the lower of: (i) the ExcessExcess Recovery; and (ii) the Damages Sum, in each case after the deduction of the properly incurred costs of the Buyer and each member of the Buyer Group in seeking to obtain such recovery and any Tax payable on such recovery or on receipt of the Damages Sum (or, in each case, any Tax that would be payable but for the availability of a Relief)Payment.