Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any claim under this Agreement and the Buyer or the Company is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Buyer or the Company (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Seller shall be subrogated to all rights that the Buyer or the Company has or would otherwise have in respect of the claim against the third party or, if subrogation is not possible, the Buyer shall procure that ail steps are taken as the Seller may reasonably require to enforce such recovery and shall, or shall procure that the Company shall, pay to the Seller as soon as practicable after receipt an amount equal to the lesser of (I) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery less any taxation attributable to the recovery after taking account of any tax relief available in respect of any matter giving rise to the claim and (ii) the amount previously paid by the Seller to the Buyer less any taxation attributable to it. In order to determine the final amount of the Damages, if one of the amounts to deduct from a loss is known or ascertained or calculated only alter the Damages has been paid by the Seller to the Buyer or the Company, the Buyer or the Company shall reimburse to the Seller an amount equal to the difference between (i) the amounts paid by the Seller in relation to such Loss and (ii) the amounts which would have been paid if the amounts to be deducted from the Loss had been known before the date of payment of such Damages.
Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any Relevant Claim and the Purchaser or any Target Group Company is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or Target Group Company (in whole or in part) in respect of the loss or liability which is the subject matter of the Relevant Claim, the Seller shall be subrogated to all rights that the Purchaser or Target Group Company has or would otherwise have in respect of the claim against the third party or, if subrogation is not possible, the Purchaser shall procure that all steps are taken as the Seller may reasonably require to enforce such recovery and shall, or shall procure that the relevant Target Group Company shall, pay to the Seller as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses, including Tax, reasonably incurred in obtaining such recovery or if less (ii) the amount previously paid by the Seller to the Purchaser.
Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any Further Claim and subsequently the Investor, any member of the Investor’s Group or any XxxX Group Company is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Investor, any member of the Investor’s Group or any XxxX Group Company (in whole or in part) for the loss or liability which is the subject matter of the Further Claim, the Investor shall procure that all steps are taken as the Seller may reasonably require to enforce such recovery and shall pay to the Seller as soon as practicable after receipt an amount equal to: (i) any sum recovered from the third party less any reasonable costs and expenses incurred in obtaining such recovery; or, if less, (ii) the amount previously paid by the Seller to the Investor. Any payment made by the Investor to the Seller under this Clause 7.9.3 shall be made by way of further adjustment of the Further Share Consideration and the provisions of Clause 3.3 shall apply mutatis mutandis. 11
Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any claim under this Agreement and the Purchasers or any Group Company subsequently is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the relevant Purchaser or Group Company (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the relevant Purchaser shall pay, or procure that the Group Company pays, to the Seller an amount equal to (i) the sum recovered from the third party less any reasonable costs and expenses incurred in obtaining such recovery; or (ii) if less, the amount previously paid by the Seller to the relevant Purchaser.
Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any Claim and subsequently the Investor, any member of the Investor’s Group or any XxxX Group Company is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party other than the W&I Insurer a sum which indemnifies or compensates the Investor or any XxxX Group Company (in whole or in part) for the loss or liability which is the subject matter of the Claim, the Investor and XxxX MidCo shall procure that all steps are taken as the Seller may reasonably require to enforce such recovery and shall, or shall procure that XxxX MidCo shall, pay to the Seller as soon as practicable after receipt an amount equal to: (i) any sum recovered from the third party less any Taxation suffered thereon (or which would have been suffered but for the use of an Investor’s Relief) after giving credit for any Relief available to XxxX MidCo as a result of payment under this Clause 14.12.3 and any reasonable costs and expenses incurred in obtaining such recovery; or, if less, (ii) the amount previously paid by the Seller to the Investor or XxxX MidCo (as appropriate). Any payment made by the Investor or XxxX MidCo to the Seller under this Clause 14.12.3 shall be made by way of further adjustment of the NGGH Consideration and the provisions of Clause 3.3 shall apply mutatis mutandis. 14.13
Following Recovery from the Seller etc. Where the Seller made a payment to the Purchaser in relation to any claim and the Purchaser or any Purchaser Party recovers (whether by insurance, payment, discount, credit, relief or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or any member of the Purchaser Group (in whole or in part) in respect of the liability or Loss which is the subject of a claim, the Purchaser or relevant member of the Purchaser Group shall pay to the Seller as soon as practicable after receipt an amount equal to the amount recovered from the third party (net of Taxation and less any costs of recovery, including any actual increase in insurance premiums resulting from a claim).
