RECOVERY FROM OTHER PERSONS Clause Examples

RECOVERY FROM OTHER PERSONS. If, in the event of any payment becoming due from the Covenantor under clause 2 (COVENANT) or in respect of the Tax Warranties, any member of the Purchaser’s Group either is immediately entitled at the due date for the making of that payment to recover from any person (not being any member of the Purchaser’s Group but including, without limitation, any Tax Authority) any sum in respect of the Tax Liability that has resulted in that payment becoming due from the Covenantor, or at some subsequent date becomes entitled to make such a recovery, then the Purchaser shall procure that the Company or, as the case may be, the Subsidiary shall promptly notify the Covenantor of its entitlement and shall, if so required by the Covenantor and at the Covenantor’s sole expense, take all appropriate steps to enforce that recovery (keeping the Covenantor fully and promptly informed of the progress of any action taken and providing the Covenantor with copies of all relevant correspondence and documentation); and if the Covenantor has made a payment under clause 2 (COVENANT) or under the Tax Warranties in respect of the Tax Liability in question, the Purchaser shall account to the Covenantor for whichever is the lesser of:- (A) any sum so recovered by the Company or Subsidiary, or member of the Purchaser’s Group, in respect of that Tax Liability (including any interest or repayment supplement paid by the Tax Authority or other person on or in respect thereof) less any Tax chargeable on the Company, the Subsidiary or member of the Purchaser’s Group; and (B) the amount paid by the Covenantor under clause 2 (COVENANT) or under the Tax Warranties in respect of that Tax Liability.

RECOVERY FROM OTHER PERSONS. 8.1 If: (a) the Target or the Buyer is entitled to recover from any other person, (including a Tax Authority but excluding the Target) any sum in respect of any matter to which this Schedule applies or in respect of the Tax Warranties; and (b) the Seller has first agreed to indemnify the Buyer and the Target against any Tax that may be suffered on receipt of that sum and all reasonable costs, expenses and losses which the Buyer and the Target may properly incur in connection with the taking of the following action; then the Buyer shall or shall procure that the Target shall take all reasonable steps to enforce the recovery against the person in question (keeping the Seller fully informed of the progress of any action taken). 8.2 If the Target or the Buyer recovers from any third party any sum in respect of a liability for which a claim could be or has been made against the Seller pursuant to this Schedule or for breach of the Tax Warranties an amount equal to the amount so recovered together with any interest or repayment supplement thereon (less the reasonable costs incurred and an amount equal to any Taxation which arises as a direct result of such recovery and expenses paid by such person (insofar as not reimbursed by the Seller)) shall: (a) if the Seller has at the time of the recovery made any payment pursuant to this Schedule or to satisfy a claim for breach of the Tax Warranties, the amount shall be paid to the Seller by the Buyer within seven days of the recovery (provided that the amount paid to the Seller under this paragraph 8.2 shall not exceed the amount of the payment made by the Seller pursuant to this Schedule or to satisfy a claim for breach of the Tax Warranties (which for the avoidance of doubt will include any costs which the Seller has paid under this paragraph 8.2) in respect of the Tax Liability in question less any part of such amount previously repaid to the Seller under any provision of this Schedule or elsewhere under this agreement); or (b) if any claim has been made by the Buyer pursuant to this Schedule but the Seller has not at the time of the recovery made payment in respect thereof, the amount shall be set against and reduce pro tanto the claim against the Seller.

RECOVERY FROM OTHER PERSONS. 55.1 If the Company recovers from any other person (including any Taxation Authority but excluding the Purchaser, any other Purchaser Group Member and any officer or employee of any such company) any amount which is referable to a Liability to Taxation or other liability of the Company in respect of which the Vendor has made a payment under PARAGRAPH 2, the Purchaser will repay to the Vendor within 10 Business Days of the receipt thereof the lesser of: 55.1.1 the amount so recovered (less any reasonable losses, costs, damages and expenses incurred by the Company, the Purchaser or any other member of the same group of companies as the Purchaser as a result of the recovery of that amount); and 55.1.2 the amount paid by the Vendor under PARAGRAPH 2 in respect of the Liability to Taxation or other liability in question less any part of such amount previously repaid to the Vendor under any provision of this Agreement or otherwise. 55.2 If the Purchaser becomes aware that the Company is entitled to recover any amount mentioned in PARAGRAPH 10.1, the Purchaser will as soon as reasonably practicable give written notice of that fact to the Vendor and provided that the Vendor indemnifies and secures the Company, the Purchaser and all other Purchaser Group Members to the reasonable satisfaction of the Purchaser against all reasonable losses, costs, damages and expenses which may be incurred thereby, the Purchaser will procure that the Company, at the Vendor's cost and expense, takes such action as the Vendor may reasonably and promptly request to effect such recovery. 55.3 The action which the Vendor may request the Company to take under PARAGRAPH 10.2 does not include: 55.3.1 any action which the Purchaser reasonably considers to be materially prejudicial to the business or Taxation affairs of the Company, the Purchaser or any Purchaser Group Member; or 55.3.2 allowing the Vendor to undertake the conduct of any action necessary to effect recovery of the amount in question.

RECOVERY FROM OTHER PERSONS. 11.1 If the Company recovers from any other person (including any Taxation Authority but excluding the Purchaser, any other member of the same group of companies as the Purchaser and any officer or employee of any such company) any amount which is referable to a Liability to Taxation or other liability of the Company in respect of which the Vendor has made a payment under paragraph 2, the Purchaser will repay to the Vendor the lesser of: 11.1.1 the amount so recovered (less any losses, costs, Taxation, damages and expenses incurred by the Company, the Purchaser or any other member of the same group of companies as the Purchaser as a result of the recovery of that amount); and 11.1.2 the amount paid by the Vendor under paragraph 2 in respect of the Liability to Taxation or other liability in question less any part of such amount previously repaid to the Vendor under any provision of this Agreement. 11.2 If the Purchaser becomes aware that the Company is entitled to recover any amount mentioned in paragraph 11.1, the Purchaser will as soon as reasonably practicable give notice of that fact to the Vendor and provided that the Vendor indemnifies the Company, the Purchaser and all other members of the same group of companies as the Purchaser to the reasonable satisfaction of the Purchaser against all losses, costs, damages and expenses which may be incurred thereby, the Purchaser will procure that the Company, at the Vendor’s cost and expense, takes such action as the Vendor may request to effect such recovery.

RECOVERY FROM OTHER PERSONS. If, in the event of any payment becoming due from the Covenantor under clause 2 (Covenant), a Group Company either is immediately entitled at the due date for the making of that payment to recover from any person (including any Tax Authority) any sum in respect of the Tax Liability that has resulted in that payment becoming due from the Covenantor, or at some subsequent date becomes entitled to make such a recovery, then the Purchaser shall procure that the Group Company entitled to make that recovery shall promptly notify the Covenantor of its entitlement and shall, if so required in writing by the Covenantor and at the Covenantor's sole expense, take appropriate steps to enforce that recovery (keeping the Covenantor fully and promptly informed of the progress of any action taken); and if the Covenantor has made a payment under clause 2 (Covenant) in respect of the Tax Liability in question, the Purchaser shall account to the Covenantor for whichever is the lesser of:- (i) any sum so recovered by the relevant Group Company in respect of that Tax Liability (including any interest or repayment supplement paid by the Tax Authority or other person on or in respect thereof less any Tax chargeable on that Group Company in respect of that interest); and (ii) the amount paid by the Covenantor under clause 2 (Covenant) in respect of that Tax Liability.

RECOVERY FROM OTHER PERSONS. Where the Company is entitled to recover from some other person (not being another company in the Purchaser’s Group) including any Tax Authority any sum in respect of any Claim the amount of the Claim shall nevertheless be payable in full by the Vendors on the due date ascertained in accordance with Clause 4 and the Purchaser shall: 3.6.1 procure that the Vendors are promptly notified of such entitlement; 3.6.2 take such action as the Vendors may reasonably and promptly by written notice request to enforce such recovery; and 3.6.3 account to the Vendors for an amount equal to any amount so recovered by the Company (including any interest or repayment supplement included in such recovery less any Tax chargeable on the Company in respect of that interest) not exceeding the amount paid by the Vendors under Clause 2 in respect of that Claim.

RECOVERY FROM OTHER PERSONS. If, in the event of any payment becoming due from the Warrantors pursuant to clause 2 the Company either is immediately entitled at the due date for the making of that payment to recover from any other person (including without limitation any taxation authority but excluding the Purchaser, and any other member of the same group of companies as the Purchaser) any amount in respect of Taxation Liability or other liability of the Company in respect of which the Warrantors have made or are liable to make a payment under clause 2, or at some subsequent date becomes entitled to make such recovery the Purchaser shall account to the Warrantors for, or in a case where payment has not been made under this deed any payment due from the Warrantors shall be reduced by the lesser of:-

RECOVERY FROM OTHER PERSONS. Where the Purchaser or a Group Company is entitled to recover from some other person (excluding a Group Company and another member of the Purchaser’s Group but including any Tax Authority) any amount that is referable to a Tax Liability which has resulted in a payment being made by AWI under this Schedule 10 or under a Tax Warranty Claim, the Purchaser shall, or shall procure that the relevant Group Company shall:

RECOVERY FROM OTHER PERSONS. If, in the event of any payment having been made by the Warrantor under paragraph 2 or the Tax Warranties or in the event of the Warrantor being or becoming liable to make such a payment, any of the Companies are entitled to recover from any person, including any Tax Authority but excluding any of the Companies or the Warrantor, any sum in respect of the Liability for Tax which has resulted in such payment having been made by or becoming due from the Warrantor, the Purchaser shall procure that the Warrantor is promptly notified of such entitlement and shall, if so required by the Warrantor and at the Warrantor’s expense, take all steps which the Warrantor shall reasonably request in writing to enforce that recovery and the Purchaser shall account to the Warrantor for whichever is the lesser of: 7.1.1 any sum so recovered or recoverable by the Company or any relevant Subsidiary in respect of such Liability for Tax (but after deducting all costs (including any additional Taxation), liabilities and expenses incurred by the Purchaser and/or the Company or any relevant Subsidiary under or pursuant to this paragraph); and 7.1.2 the amount paid or payable by the Warrantor under paragraph 2 or the Tax Warranties in respect of such Liability for Tax