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 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 claim under this Agreement Claim and subsequently the Buyer Purchaser 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 Purchaser or the Company (in whole or in part) in respect of for the loss or liability which is the subject matter of the claimClaim, the Seller shall be subrogated to all rights that the Buyer Purchaser 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 Purchaser shall procure that ail all 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 (Ii) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any taxation Taxation attributable to the recovery after taking account of any tax Tax relief available in respect of any matter giving rise to the claim and or if less (ii) the amount previously paid by the Seller to the Buyer Purchaser or the Company less any taxation Taxation attributable to it. In order Any payment made by the Purchaser or the Company to determine the final amount Seller under this Clause shall be made or procured by way of further adjustment 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 consideration paid by the Seller to Purchaser for 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 DamagesShares.

Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any claim under this Agreement Specific Claim (other than a Tax Claim), and subsequently the Buyer Purchaser or the 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 Buyer Purchaser or the Group Company (in whole or in part) in respect of for the loss or liability which is the subject matter of the such claim, the Seller shall be subrogated to all rights that the Buyer or the Company Purchaser has or would otherwise have in respect of the claim against the third party or, if subrogation is not possible, the Buyer Purchaser shall procure that ail 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 the lesser of (I) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery less any taxation Taxation attributable to the recovery after taking account of any tax Tax relief available in respect of any matter giving rise to the claim and (ii) claim. Any payment made by the amount previously Purchaser to the Seller under this Clause shall be made or procured by way of further adjustment of the consideration paid by the Seller to Purchaser for the Buyer less any taxation attributable to it. In order to determine Shares and the final amount provisions 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 Clause 3.3 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 Damagesapply mutatis mutandis.

Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any claim under this Agreement Claim and subsequently the Buyer Purchaser or the 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 Buyer Purchaser or the any Group Company (in whole or in part) in respect of for the loss or liability which is the subject matter of the claimClaim, 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 Purchaser shall procure that ail all reasonable steps (taking into account all relevant circumstances, including factors such as the likelihood of recovery) 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 less any taxation Taxation attributable to the recovery after taking account of any tax Tax relief available in respect of any matter giving rise to the claim and or if less (ii) the amount previously paid by the Seller to the Buyer Purchaser less any taxation Taxation attributable to it. In order Any payment made by the Purchaser to determine the final amount Seller under this Clause 9.13.3 shall be made by way of further adjustment 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 consideration paid by the Seller to Purchaser for the Buyer or Share and the Company, the Buyer or the Company provisions of Clause 3.3 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 Damagesapply mutatis mutandis.

Following Recovery from the Seller etc. If the Seller has paid an amount in discharge of any claim under this Agreement Reorganisation Indemnity Claim, Specified Tax Claim or any Specific Indemnity Claim and subsequently the Buyer Purchaser or the 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 Buyer Purchaser or the any Group Company (in whole or in part) in respect of for the loss or liability which is the subject matter of the claimReorganisation Indemnity Claim, the Seller shall be subrogated to all rights that the Buyer Specified Tax Claim or the Company has or would otherwise have in respect Specific Indemnity Claim, the Purchaser shall (at the sole cost of the claim against the third party or, if subrogation is not possible, the Buyer shall procure that ail Seller) take such 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 the lesser of (Ii) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery and less any taxation Tax attributable to the recovery after taking account of any tax relief available in respect of any matter giving rise to the claim and the, or, if less (ii) the amount previously paid by the Seller to the Buyer Purchaser less any taxation Tax attributable to it. In order Any payment made by the Purchaser to determine the final amount Seller under this Clause 13.10.2 shall be made by way of further adjustment 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 consideration paid by the Seller to Purchaser for the Buyer or Shares and the Company, the Buyer or the Company provisions of Clause 3.2 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 Damagesapply mutatis mutandis.