PRIOR RECEIPT Clause Samples

PRIOR RECEIPT. If, before the Principal Vendors pay an amount in discharge of any claim under this Agreement, the Purchaser or any Group Company recovers or is entitled to recover (whether by payment, discount, credit, relief or otherwise) from a third party a sum which pertains to the subject matter of the claim, the Purchaser shall procure that before steps are taken against the Principal Vendors under this Agreement all reasonable steps are taken to enforce such recovery and any actual recovery (less any reasonable costs incurred in such recovery and less any Taxation attributable to the recovery ) shall pro tanto reduce or satisfy, as the case may be, such claim.

PRIOR RECEIPT. If a Vendor pays an amount in discharge of any Claim and the Purchaser subsequently recovers from a third party a sum which is referable to the subject matter of the Claim and which would not otherwise have been received by the Purchaser, the Purchaser shall pay an amount equal to the lesser of: (a) the sum recovered from the third party in respect of the Claim less any costs and expenses incurred in obtaining such recovery; or (b) the amount previously paid by that Vendor to the Purchaser in discharge of the Claim.

PRIOR RECEIPT. If, before the Obligor pays an amount in discharge of any claim under Clause 4.1, the Indemnified Party or any member of the Indemnified Party’s Group recovers or is entitled to recover (whether by payment, discount, credit, relief or otherwise) from a third party a sum which is referable to the subject matter of the claim, the Indemnified Party shall procure to the extent of that entitlement that before steps are taken against the Obligor under this Agreement all reasonable steps are taken to enforce such recovery and any actual recovery (less any reasonable costs incurred in such recovery and less any Taxation suffered in the recovery after taking account of any tax relief available in respect of any matter giving rise to the claim) shall pro tanto reduce or satisfy, as the case may be, such claim. 1 The party which has conduct of the claim in accordance with Clause 6.4 (the “Conducting Party”) shall only instruct legal advisers who are reasonably satisfactory to the other party (the “Other Party”).

PRIOR RECEIPT. If the Vendor or any other Relevant Seller pays an amount in discharge of any claim under this Agreement or the Subsidiary Agreements and a Relevant Purchaser or any Group Company subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party a sum which is referable to the subject matter of the claim and which would not otherwise have been received by such Relevant Purchaser or Group Company, the Purchaser shall pay, or shall procure that the Relevant Purchaser or Group Company pays, to the Vendor or another Relevant 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 Relevant Seller to the Relevant Purchaser.

PRIOR RECEIPT. If the Purchaser or any of the Companies has recovered from a third party a sum which is the subject matter of the Claim and which would not otherwise have been received by the Purchaser, such Claim against the Vendors shall be pro tanto reduced or satisfied (as the case may be) by the amount actually recovered and received from the third party concerned (less any reasonable costs incurred in such recovery and less any Taxation attributable to the recovery).

PRIOR RECEIPT. If, before M and B pays an amount in discharge of any claim under this Schedule, IHG or any member of the IHG Group recovers or is entitled to recover (whether by payment, discount, credit, relief or otherwise) from a third party a sum which is referable to the subject matter of the claim, IHG shall procure that, to the extent of such amount, before steps are taken against M and B under this Schedule all reasonable steps are taken to enforce such recovery, and any actual recovery (less any reasonable costs incurred in such recovery and less any Taxation suffered on the recovery after taking account of any tax relief available in respect of any matter giving rise to the claim) (the “Net Recovered Amount”) shall reduce or satisfy, as the case may be, such claim to the extent of the Net Recovered Amount.

PRIOR RECEIPT. If, before any Seller forfeits any Deferred Consideration in discharge of any Claim under this Deed, the Purchaser or any member of the Purchaser Group recovers or is entitled to recover (whether by payment, discount, credit, relief or otherwise) from a third party a sum which is referable to the subject matter of the Claim, the Purchaser shall procure that (save in relation to a tax relief), before steps are taken against that Seller under this Deed, all reasonable steps are taken to enforce such recovery and any actual recovery (less any reasonable costs incurred in such recovery and any tax on the amount recovered) shall pro rata reduce or satisfy, as the case may be, such Claim.

PRIOR RECEIPT. If Dominion or the Vendors pay an amount in discharge of any claim under this Agreement and the Purchaser or any Group Company subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party a sum which is referable to the subject matter of the claim and which would not otherwise have been received by the Purchaser, the Purchaser shall pay, or shall procure that the relevant Group Company pays, to the Vendors 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 Dominion and/or the Vendors to the Purchaser in respect of the claim.

PRIOR RECEIPT. If the PLD Party pays an amount in discharge of any claim under this Agreement and the Management Company on behalf of the Fund or any Property Owner subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party a sum which is referable to the subject matter of the claim and which would not otherwise have been received by the Management Company on behalf of the Fund, the Management Company on behalf of the Fund shall pay, or shall procure that the relevant Property Owner pays, to the PLD Party 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 PLD Party to the Management Company on behalf of the Fund.