Common use of Double Recovery Clause in Contracts

Double Recovery. 5.1 Neither the Purchaser nor those deriving title from the Purchaser on or after Completion shall be entitled to recover damages or obtain payment, reimbursement or restitution more than once in respect of any Claim or under the provisions of any Share Purchase Documents. 5.2 The Seller shall not be liable under any of the Warranties to the extent that the Purchaser or the relevant member of the Purchaser’s Group has recovered any amount in respect of the fact, matter or event that gives rise to a breach of thereof any would otherwise be the subject matter of a Claim or under any of the Share Purchase Documents and vice versa. 5.3 The Purchaser shall, subject to paragraph 2 of this Schedule 3, be entitled to bring Claims under one or more applicable Warranties in respect of the same matter fact or circumstance but any liability in respect of such matter fact or circumstance shall be calculated without duplication of recovery by reason of such matter fact or circumstance constituting a breach of more than one Warranty. 5.4 Where the Purchaser or any member of the Purchaser’s Group is at any time entitled to recover from some other person any sum in respect of any matter giving rise to a Claim (other than a Tax Claim, to which clause 6 of the Tax Covenant shall apply) the Purchaser shall, and shall procure that the relevant member of the Purchaser’s Group shall, use all reasonable endeavours to enforce such recovery and, in the event that the Purchaser or any member of the Purchaser’s Group recovers any amount from such other person, the amount of any Claim against the Seller shall be reduced by the amount recovered, less all reasonable costs (including all legal costs), charges and expenses reasonably incurred by the Purchaser or such member of the Purchaser’s Group in recovering that sum from such other person or if that sum is greater than the amount of the relevant Claim, the Claim shall be extinguished PROVIDED THAT the Purchaser shall not be required to commence any legal proceedings where the Purchaser has validly assigned all of its rights in relation to the relevant Claim to the Seller in a manner which entitles the Seller to the same benefits in respect of such rights as the Purchaser had. 5.5 If, in respect of any matter which would give rise to a breach of the Warranties, the Purchaser or the relevant member of the Purchaser’s Group is entitled to claim under any policy of insurance, then the Purchaser shall make such a claim against its insurers and use all reasonable endeavours to enforce such claim. The amount actually recovered from any such insurance claim shall then be applied to reduce or extinguish any Claims for breach of the Warranties in the manner described in clause 14. 5.6 If at any time a Seller Party pays to the Purchaser or any member of the Purchaser’s Group an amount pursuant to a Claim (other than a Tax Claim, to which clause 6 of the Tax Covenant shall apply) and the Purchaser or a member of the Purchaser’s Group subsequently recovers from some other person any sum in respect of any matter giving rise to such Claim (other than a Tax Claim) the Purchaser shall pay, or shall procure that the relevant member of the Purchaser’s Group pays, to the Seller an amount equal to the lesser of (i) the amount paid by the Seller to the Purchaser or member of the Purchaser’s Group in respect of such Claim and (ii) the sum (including interest (if any)) recovered from such other person, in each case after deduction of any reasonable costs (including all legal costs), charges and expenses reasonably incurred in obtaining such recovery. 5.7 Nothing in this paragraph 5 shall oblige the Purchaser to seek to recover any amounts from a third party in respect of any matter giving rise to a Claim before or as a condition to bringing a Claim against any Seller Party.

Double Recovery. 5.1 Neither (a) None of the Purchaser Buyer nor those deriving title from any of the Purchaser on or after Completion Group entities shall be entitled to recover damages damages, or obtain payment, reimbursement reimbursement, restitution or restitution indemnity more than once in respect of any Claim the same laws, shortfall, damage, deficiency, breach or under the provisions of any Share Purchase Documentsother event or circumstances. 5.2 The Seller shall not be liable under (b) If the Sellers (or any of the Warranties them) have paid any amount to the extent that Buyer in respect of a Breach Claim and the Purchaser Buyer subsequently recovers a sum which is referable to the Breach Claim from a third party (Double Recovery Amount), the Buyer will reimburse the Sellers (or Sellers as the relevant member case may be) within 10 Business Days of receipt of the Purchaser’s Group has recovered Double Recovery Amount, an amount equal to the lower of the sum paid by the Sellers (or any amount of them) in respect of the fact, matter or event that gives rise relevant Breach Claim and the Double Recovery Amount (less any Tax suffered and reasonable expenses incurred in making such recovery). (c) Where more than one Seller has made payment in relation to a breach of thereof any would otherwise be Breach Claim which is the subject matter of a Claim third party recovery by the Buyer, the Buyer will reimburse the relevant Sellers in the same proportions as such Sellers contributed to payment for the relevant Breach Claim. If any amount is repaid to any Sellers in accordance with Clause 8.16(b), the amount so repaid shall be deemed to have never been paid by the Sellers to the Buyer. (d) Where the Management Sellers have paid an amount in discharge of a Group Tax Liability under the Tax Indemnity or under any of the Share Purchase Documents and vice versa. 5.3 The Purchaser shall, subject to paragraph 2 of this Schedule 3, be entitled to bring Claims under one or more applicable Tax Warranties in respect of the same matter fact or circumstance but any liability in respect for Tax of such matter fact a Group Entity and the Buyer or circumstance shall be calculated without duplication of recovery by reason of such matter fact the Group Entity is or circumstance constituting a breach of more than one Warranty. 5.4 Where the Purchaser or any member of the Purchaser’s Group is at any time becomes entitled to recover from some other person (not being the Buyer, the Group Entity or any sum other company within the Buyer’s Tax group), any amount in respect of any matter giving rise to a Claim (other than a such Group Tax ClaimLiability, to which clause 6 of the Tax Covenant Buyer shall apply) the Purchaser shall, and shall or procure that the relevant member Group Entity shall: (i) notify the Management Sellers of their entitlement as soon as reasonably practicable; and (ii) if required by the Purchaser’s Group shall, use all reasonable endeavours to enforce such recovery Management Sellers and, in subject to the event that Buyer being secured and indemnified to the Purchaser or any member of the PurchaserBuyer’s Group recovers any amount from such other person, the amount of any Claim against the Seller shall be reduced reasonable satisfaction by the Management Sellers against any Tax that may be suffered on receipt of that amount recovered, less all and any reasonable costs (including all legal costs), charges and expenses reasonably incurred by the Purchaser or such member of the Purchaser’s Group in recovering that sum from such other amount, take or procure that the relevant Group Entity takes reasonable steps as requested by the Management Sellers to enforce that recovery against the person or if that sum is greater than in question (keeping the amount Management Sellers informed of the relevant Claimprogress of any action taken), provided that the Claim shall be extinguished PROVIDED THAT the Purchaser Buyer shall not be required to commence take any legal proceedings where the Purchaser has validly assigned all of its rights in relation action pursuant to the relevant Claim to the Seller in a manner which entitles the Seller to the same benefits in respect of such rights as the Purchaser had. 5.5 Ifthis clause 8.6(d) which, in respect of the Buyer’s reasonable opinion, is likely to adversely affect any matter which would give rise to a breach of the Warranties, the Purchaser Group Entity’s or the relevant member of Buyer’s Tax affairs or harm any Group Entity’s or the PurchaserBuyer’s Group is entitled to claim under any policy of insurance, then the Purchaser shall make such a claim against its insurers and use all reasonable endeavours to enforce such claim. The amount actually recovered from any such insurance claim shall then be applied to reduce commercial or extinguish any Claims for breach of the Warranties in the manner described in clause 14. 5.6 If at any time a Seller Party pays to the Purchaser employment relationship (potential or actual) with that or any member of the Purchaser’s Group an amount pursuant to a Claim (other than a Tax Claim, to which clause 6 of the Tax Covenant shall apply) and the Purchaser or a member of the Purchaser’s Group subsequently recovers from some other person any sum in respect of any matter giving rise to such Claim (other than a Tax Claim) the Purchaser shall pay, or shall procure that the relevant member of the Purchaser’s Group pays, to the Seller an amount equal to the lesser of (i) the amount paid by the Seller to the Purchaser or member of the Purchaser’s Group in respect of such Claim and (ii) the sum (including interest (if any)) recovered from such other person, in each case after deduction of any reasonable costs (including all legal costs), charges and expenses reasonably incurred in obtaining such recovery. 5.7 Nothing in this paragraph 5 shall oblige the Purchaser to seek to recover any amounts from a third party in respect of any matter giving rise to a Claim before or as a condition to bringing a Claim against any Seller Party.

Double Recovery. 5.1 Neither (a) None of the Purchaser Buyer nor those deriving title from any of the Purchaser on or after Completion Group entities shall be entitled to recover damages damages, or obtain payment, reimbursement reimbursement, restitution or restitution indemnity more than once in respect of any Claim the same laws, shortfall, damage, deficiency, breach or under the provisions of any Share Purchase Documentsother event or circumstances. 5.2 The (b) If the Seller shall not be liable under has paid any amount to the Buyer in respect of a Breach Claim and the Buyer subsequently recovers a sum which is referable to the Breach Claim from a third party (Double Recovery Amount), the Buyer will reimburse the Seller within 10 Business Days of receipt of the Warranties Double Recovery Amount, an amount equal to the extent that the Purchaser or the relevant member lower of the Purchaser’s Group has recovered any amount sum paid by the Seller in respect of the fact, matter or event that gives rise relevant Breach Claim and the Double Recovery Amount (less any Tax suffered and reasonable expenses incurred in making such recovery). (c) Where the Seller has made payment in relation to a breach of thereof any would otherwise be Breach Claim which is the subject matter of a Claim third party recovery by the Buyer, the Buyer will reimburse the Seller such contribution to the payment which the Seller has made for the relevant Breach Claim. If any amount is repaid to the Seller in accordance with Clause 9.6(b) the amount so repaid shall be deemed to have never been paid by the Seller to the Buyer. (d) Where the Seller has paid an amount in discharge of a Group Tax Liability under the Tax Indemnity or under any of the Share Purchase Documents and vice versa. 5.3 The Purchaser shall, subject to paragraph 2 of this Schedule 3, be entitled to bring Claims under one or more applicable Tax Warranties in respect of the same matter fact or circumstance but any liability in respect for Tax of such matter fact a Group Entity and the Buyer or circumstance shall be calculated without duplication of recovery by reason of such matter fact the Group Entity is or circumstance constituting a breach of more than one Warranty. 5.4 Where the Purchaser or any member of the Purchaser’s Group is at any time becomes entitled to recover from some other person (not being the Buyer, the Group Entity or any sum other company within the Buyer’s Tax group), any amount in respect of any matter giving rise to a Claim (other than a such Group Tax ClaimLiability, to which clause 6 of the Tax Covenant Buyer shall apply) the Purchaser shall, and shall or procure that the relevant member Group Entity shall: (i) notify the Seller of their entitlement as soon as reasonably practicable; and (ii) if required by the Purchaser’s Group shall, use all reasonable endeavours to enforce such recovery Seller and, in subject to the event that Buyer being secured and indemnified to the Purchaser or any member of the PurchaserBuyer’s Group recovers any amount from such other person, the amount of any Claim against reasonable satisfaction by the Seller shall against any Tax that may be reduced by the suffered on receipt of that amount recovered, less all and any reasonable costs (including all legal costs), charges and expenses reasonably incurred by the Purchaser or such member of the Purchaser’s Group in recovering that sum from such other amount, take or procure that the relevant Group Entity takes reasonable steps as requested by the Seller to enforce that recovery against the person or if that sum is greater than in question (keeping the amount Seller informed of the relevant Claimprogress of any action taken), provided that the Claim shall be extinguished PROVIDED THAT the Purchaser Buyer shall not be required to commence take any legal proceedings where the Purchaser has validly assigned all of its rights in relation action pursuant to the relevant Claim to the Seller in a manner which entitles the Seller to the same benefits in respect of such rights as the Purchaser had. 5.5 Ifthis Clause 9.6(d) which, in respect of the Buyer’s reasonable opinion, is likely to adversely affect any matter which would give rise to a breach of the Warranties, the Purchaser Group Entity’s or the relevant member of Buyer’s Tax affairs or harm any Group Entity’s or the PurchaserBuyer’s Group is entitled to claim under any policy of insurance, then the Purchaser shall make such a claim against its insurers and use all reasonable endeavours to enforce such claim. The amount actually recovered from any such insurance claim shall then be applied to reduce commercial or extinguish any Claims for breach of the Warranties in the manner described in clause 14. 5.6 If at any time a Seller Party pays to the Purchaser employment relationship (potential or actual) with that or any member of the Purchaser’s Group an amount pursuant to a Claim (other than a Tax Claim, to which clause 6 of the Tax Covenant shall apply) and the Purchaser or a member of the Purchaser’s Group subsequently recovers from some other person any sum in respect of any matter giving rise to such Claim (other than a Tax Claim) the Purchaser shall pay, or shall procure that the relevant member of the Purchaser’s Group pays, to the Seller an amount equal to the lesser of (i) the amount paid by the Seller to the Purchaser or member of the Purchaser’s Group in respect of such Claim and (ii) the sum (including interest (if any)) recovered from such other person, in each case after deduction of any reasonable costs (including all legal costs), charges and expenses reasonably incurred in obtaining such recovery. 5.7 Nothing in this paragraph 5 shall oblige the Purchaser to seek to recover any amounts from a third party in respect of any matter giving rise to a Claim before or as a condition to bringing a Claim against any Seller Party.