Common use of Following Recovery from the Seller etc Clause in Contracts

Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any Reorganisation Indemnity Claim, Specified Tax Claim or any Specific Indemnity Claim and subsequently the Purchaser or any 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 any Group Company (in whole or in part) for the loss or liability which is the subject matter of the Reorganisation Indemnity Claim, the Specified Tax Claim or the Specific Indemnity Claim, the Purchaser shall (at the sole cost of the Seller) take such reasonable steps as the Seller may reasonably require to enforce such recovery and shall, or shall procure that the relevant 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 incurred in obtaining such recovery and less any Tax attributable to the, or, if less (ii) the amount previously paid by the Seller to the Purchaser less any Tax attributable to it. Any payment made by the Purchaser to the Seller under this Clause 13.10.2 shall be made by way of further adjustment of the consideration paid by the Purchaser for the Shares and the provisions of Clause 3.2 shall apply mutatis mutandis.

Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any Reorganisation Indemnity Specific Claim (other than a Tax Claim), Specified Tax Claim or any Specific Indemnity Claim and subsequently the Purchaser or any 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 any Group Company (in whole or in part) for the loss or liability which is the subject matter of the Reorganisation Indemnity Claimsuch claim, the Specified Tax Claim Seller shall be subrogated to all rights that the Purchaser has or would otherwise have in respect of the Specific Indemnity Claimclaim against the third party or, if subrogation is not possible, the Purchaser shall (at the sole cost of the Seller) take such procure that all reasonable steps are taken as the Seller may reasonably require to enforce such recovery and shall, or shall procure that the relevant 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 incurred in obtaining such recovery and less any Tax Taxation attributable to the, or, if less (ii) the amount previously paid by the Seller recovery after taking account of any Tax relief available in respect of any matter giving rise to the Purchaser less any Tax attributable to itclaim. Any payment made by the Purchaser to the Seller under this Clause 13.10.2 shall be made or procured by way of further adjustment of the consideration paid by the Purchaser for the Shares and the provisions of Clause 3.2 3.3 shall apply mutatis mutandis.

Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any Reorganisation Indemnity Claim, Specified Tax Claim claim under this Agreement and the Buyer or any Specific Indemnity Claim and subsequently the Purchaser or any 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 Buyer or any Group the Company (in whole or in part) for in respect of the loss or liability which is the subject matter of the Reorganisation Indemnity Claimclaim, the Specified Tax Claim Seller shall be subrogated to all rights that the Buyer or the Specific Indemnity ClaimCompany has or would otherwise have in respect of the claim against the third party or, if subrogation is not possible, the Purchaser Buyer shall (at the sole cost of the Seller) take such reasonable procure that ail steps are taken as the Seller may reasonably require to enforce such recovery and shall, or shall procure that the relevant Group Company shall, pay to the Seller as soon as practicable after receipt an amount equal to the lesser of (iI) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any Tax taxation attributable to the, or, if less 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 Purchaser Buyer less any Tax taxation attributable to it. Any payment made 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 Purchaser Seller to the Buyer or the Company, the Buyer or the Company shall reimburse to the Seller under this Clause 13.10.2 shall be made by way of further adjustment of an amount equal to the consideration difference between (i) the amounts paid by the Purchaser for Seller in relation to such Loss and (ii) the Shares and amounts which would have been paid if the provisions amounts to be deducted from the Loss had been known before the date of Clause 3.2 shall apply mutatis mutandispayment of such Damages.

Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any Reorganisation Indemnity Claim, Specified Tax Claim or any Specific Indemnity Claim and subsequently the Purchaser or any 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 any Group Company (in whole or in part) for the loss or liability which is the subject matter of the Reorganisation Indemnity Claim, the Specified Tax Claim or the Specific Indemnity Claim, the Purchaser shall (at the sole cost of the Seller) take such procure that all reasonable steps (taking into account all relevant circumstances, including factors such as the Seller may reasonably require likelihood of recovery) are taken to enforce such recovery and shall, or shall procure that the relevant 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 incurred in obtaining such recovery and less any Tax Taxation attributable to the, or, the recovery after taking account of any Tax relief available in respect of any matter giving rise to the claim or if less (ii) the amount previously paid by the Seller to the Purchaser less any Tax Taxation attributable to it. Any payment made by the Purchaser to the Seller under this Clause 13.10.2 9.13.3 shall be made by way of further adjustment of the consideration paid by the Purchaser for the Shares Share and the provisions of Clause 3.2 3.3 shall apply mutatis mutandis.

Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any Reorganisation Indemnity Claim, Specified Tax Claim or any Specific Indemnity Claim and subsequently the Purchaser or any Group 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 Purchaser or any Group the Company (in whole or in part) for the loss or liability which is the subject matter of the Reorganisation Indemnity Claim, the Specified Tax Claim Seller shall be subrogated to all rights that the Purchaser or the Specific Indemnity ClaimCompany has or would otherwise have in respect of the claim against the third party or, if subrogation is not possible, the Purchaser shall (at the sole cost of the Seller) take such reasonable procure that all steps are taken as the Seller may reasonably require to enforce such recovery and shall, or shall procure that the relevant 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 incurred in obtaining such recovery and less any Tax Taxation attributable to the, or, the recovery after taking account of any Tax relief available in respect of any matter giving rise to the claim or if less (ii) the amount previously paid by the Seller to the Purchaser or the Company less any Tax Taxation attributable to it. Any payment made by the Purchaser or the Company to the Seller under this Clause 13.10.2 shall be made or procured by way of further adjustment of the consideration paid by the Purchaser for the Shares and the provisions of Clause 3.2 shall apply mutatis mutandisShares.

Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any Reorganisation Indemnity Claim, Specified Tax Claim or any Specific Indemnity Claim and subsequently the Purchaser 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 Purchaser Investor or any XxxX Group Company (in whole or in part) for the loss or liability which is the subject matter of the Reorganisation Indemnity Claim, the Specified Tax Claim or the Specific Indemnity Claim, the Purchaser Investor and XxxX MidCo shall (at the sole cost of the Seller) take such reasonable procure that all steps are taken as the Seller may reasonably require to enforce such recovery and shall, or shall procure that the relevant Group Company XxxX MidCo shall, pay to the Seller as soon as practicable after receipt an amount equal to 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 and less any Tax attributable to the, recovery; or, if less less, (ii) the amount previously paid by the Seller to the Purchaser less any Tax attributable to itInvestor or XxxX MidCo (as appropriate). Any payment made by the Purchaser Investor or XxxX MidCo to the Seller under this Clause 13.10.2 14.12.3 shall be made by way of further adjustment of the consideration paid by the Purchaser for the Shares NGGH Consideration and the provisions of Clause 3.2 3.3 shall apply mutatis mutandis.