RECOVERY FROM OTHER PERSONS Clause Examples

RECOVERY FROM OTHER PERSONS. 5.1 If after any Seller has irrevocably and unconditionally satisfied in full any liability under paragraph 2.1 the Company is entitled to recover from some other person (not being a member of the Buyer’s Group but including any Tax Authority) any sum in respect of any tax liability that has resulted in a liability of a Seller under paragraph 2 or under the Tax Warranties, or subsequently becomes entitled to make such a recovery, then the Company shall (in either of those cases) as soon as reasonably practicable after becoming aware of such entitlement notify the Seller(s) in question of its entitlement and shall, if reasonably and promptly so required by the such Seller(s) in writing, and subject first to being fully indemnified to its reasonable satisfaction by such Seller(s) in respect of all Losses it may thereby incur, take all reasonable steps to enforce that recovery (keeping such Seller(s) informed of the progress of any action taken) and shall account to such Seller(s) for whichever is the lesser of: (A) any sum so recovered (including any interest or repayment supplement paid by a Tax Authority relating to the period after receipt of the relative payment from such Seller(s)) less any tax chargeable on the Company in respect of the sum so recovered; and (B) the amount paid or due by such Seller(s) pursuant to paragraph 2 in respect of the tax liability in question.

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. 10.1 If a Group Member, the Buyer or any member of the Buyer's Group recovers from any other person (other than under the Warranty and Indemnity Insurance) any amount which is referable to a Liability to Taxation or other liability of the Group Member in respect of which the Share Sellers or any of them have made a payment under paragraph 2 or in respect of the Taxation Warranties then the amount of such recovery shall be apportioned to the Share Sellers in their Relevant Proportions and the Buyer will repay to each of the Share Sellers the lesser of: 10.1.1 that Share Seller apportioned amount or the amount so recovered (less its Relevant Proportion of any costs and expenses incurred by the relevant Group Member, Buyer or member of the Buyer's Group in obtaining the recovery); and 10.1.2 the amount paid by that Share Seller under paragraph 2 in respect of the Taxation Warranties or in respect of the Liability to Taxation or other liability in question less any part of such amount previously repaid to that Share Seller under any provision of this Agreement or otherwise. 10.2 If the Buyer becomes aware that any Group Member is entitled to recover any amount mentioned in paragraph 10.1, the Buyer will as soon as reasonably practicable give notice of that fact to each of the Share Sellers and provided that the Share Sellers reasonably indemnify in their Relevant Proportions the relevant Group Member and the Buyer against all costs and expenses which may be incurred thereby, the Buyer will procure that the relevant Group Member, at the Share Sellers' cost and expense, takes such action as the Share Sellers may reasonably request to effect such recovery. The provisions of paragraph 7.8 apply in relation to requests made under this paragraph 10.2 as they apply to requests made under paragraph 7.

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. 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. 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. 5.1 If the Covenantors have paid the Buyer or are liable to make a payment to the Buyer in respect of a Tax Claim and the Company or any member of the Buyer’s Tax Group is or may become entitled to recover from any third party any sum in respect of the matter to which the liability of the Covenantors relates, then the Buyer shall notify the Covenantors of the entitlement as soon as reasonably practicable. 5.2 The Buyer shall or shall procure that the Company or the relevant member of the Buyer’s Tax Group shall take such action as the Covenantors shall reasonably request to enforce such recovery (at the Covenantors' expense) as is mentioned in paragraph 5.1 against the third party in question and shall account to the Covenantors for a sum equal to the lesser of:

RECOVERY FROM OTHER PERSONS. If, on or before the seventh anniversary of Completion, the Company recovers from any other person (excluding the Buyer, any member of the Buyer's Group or any current or former employees or directors of the Company who have not previously given an indemnity in favour of the Company in respect of such liability) any amount in relation to a Liability for Tax of the Company in respect of which the Seller has made a payment under this Schedule, the Buyer will repay to the Seller the lesser of: