Common use of Following recovery from the Seller Clause in Contracts

Following recovery from the Seller. If the Seller has paid an amount in discharge of any claim under this Agreement and the Purchaser, a Group Entity or any other member of the Purchaser’s Group subsequently is entitled to recover or does recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser, the Group Entity or any other member of the Purchaser’s Group (in whole or in part) in respect of the Loss which is the subject matter of the claim, the Purchaser shall either: (a) procure that all steps are taken to enforce such recovery or shall procure that the relevant Group Entity or other member of the Purchaser’s Group shall pay to the Seller as soon as practicable after receipt an amount equal to (a) any sum recovered from the third party less any costs and expenses reasonably incurred in obtaining such recovery or, if less, (b) the amount previously paid by the Seller to the Purchaser; or (b) procure that the Seller be subrogated to all rights that the Purchaser has or would otherwise have in respect of the claim against the third party.

Following recovery from the Seller. If the Seller has paid an amount in discharge of any claim under this Agreement Claim (other than a Tax Deed Claim or a Tax Warranty Claim) and subsequently the Purchaser, a Group Entity Purchaser or any other member of the Purchaser’s Group subsequently Company is entitled to recover or does recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser, the Group Entity Purchaser or any other member of the Purchaser’s Group Company (in whole or in part) in respect of for the Loss loss or liability which is the subject matter of the claimClaim, the Purchaser shall either: (a) 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 Entity or other member of the Purchaser’s Group shall Company shall, pay to the Seller as soon as practicable after receipt an amount equal to (ai) any sum recovered from the third party less (a) any costs and expenses reasonably incurred in obtaining such recovery or, if less, or receiving the recovered amount and (b) any Tax cost as a result of such recovery or if less (ii) the amount previously paid by the Seller to the Purchaser; or (b) procure that Purchaser less any Taxation attributable to it. Any payment made by the Purchaser to the Seller under this Clause 11.12.2 shall be subrogated to all rights that made by way of further adjustment of the Consideration paid by the Purchaser has or would otherwise have in respect for the Shares and the provisions of the claim against the third partyClause 3.3 shall apply mutatis mutandis.

Following recovery from the Seller. If the Seller has paid an amount in discharge of any claim under this Agreement and the Purchaser, a Group Entity the Company or any other member of the Purchaser’s Group subsequently is entitled to recover or does recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser, the Group Entity Company or any other member of the Purchaser’s Group (in whole or in part) in respect of the Loss which is the subject matter of the claim, the Purchaser shall eitherSeller, in its sole discretion, may: (a) require that the Purchaser shall procure that all reasonable steps are taken to enforce such recovery and shall, or shall procure that the relevant Group Entity Company or other member of the Purchaser’s Group shall shall, pay to the Seller as soon as practicable after receipt an amount equal to (a) any sum recovered from the third party less any costs and expenses reasonably incurred in obtaining such recovery or, if less, (b) the amount previously paid by the Seller to the Purchaser, provided that the Purchaser shall not be required to litigate against the third party or take any other actions beyond normal commercial practices; or (b) procure that in the event the Seller agrees to indemnify the Purchaser, the Company and any other member of the Purchaser’s Group, be subrogated to all rights that the Purchaser has or would otherwise have in respect of the claim against the third party.