RECOVERY FROM ANOTHER PERSON. 7.1 If the Warrantors pay or are subject to a Warranty Claim under which they may become liable to pay and a member of the Group or Purchaser’s Group subsequently recovers or is or becomes entitled to recover from another person, including an insurer (whether under the W&I policy or otherwise), an amount which is directly referable to the matter giving rise to the Warranty Claim, the Purchaser shall as soon as reasonably practicable notify the Warrantors and, if relevant, shall (at the cost of the Warrantors) procure that the relevant Group Company or member of the Purchaser’s Group shall take such action as the Warrantors may reasonably require to enforce the recovery against the person in question and:
7.1.1 if the Warrantors have already satisfied their liability in full under the Warranty Claim, the Purchaser shall promptly pay to the Warrantors an amount equal to the lower of (i) the Sum Recovered and (ii) the liability under the Warranty Claim satisfied by the Warrantors; and
7.1.2 if the Warrantors have not already paid an amount in satisfaction of a Warranty Claim, the amount of the Warranty Claim for which the Warrantors would have been liable shall be reduced by and to the extent of the Sum Recovered; and
7.1.3 if the Warrantors have already part satisfied their liability under the Warranty Claim, the remainder of the liability under the Warranty Claim shall be deemed satisfied to the extent of the Sum Recovered and, if there is any balance of the Sum Recovered not required for that purpose, the Purchaser shall promptly pay to the Warrantors an amount equal to the lower of (i) that balance and (ii) the liability under the Warranty Claim satisfied by the Warrantors.
7.2 For the purposes of paragraph 6.1, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person (whether by way of discount, credit, relief or otherwise) plus any interest in respect of the amount recovered from that person less all reasonable costs (including, without limitation, any Tax) incurred or suffered by a member of the Purchaser’s Group in recovering or receiving the amount from that person.
RECOVERY FROM ANOTHER PERSON. 7.1 If the Sellers pay to the Buyer an amount in respect of a Relevant Claim and a Buyer’s Group Undertaking subsequently recovers from another person an amount in respect of the Loss claimed in such Relevant Claim, the Buyer shall promptly pay to the Sellers an amount equal to the amount, if any, by which the Sum Recovered exceeds the difference between the amount of such Loss and the amount paid by the Sellers in respect of the Relevant Claim.
7.2 For the purposes of paragraph 7.1 of this Schedule 5, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person.
RECOVERY FROM ANOTHER PERSON. 6.1 Neither the Buyer nor a Buyer’s Group Undertaking nor the Company shall be entitled to recover a loss from any Warrantor under or in connection with this Deed (whether by way of payment, reimbursement, restitution or indemnity) to the extent that the same loss has already been recovered by the Buyer from any other person (whether under any policy of insurance or compensation, damages or indemnity or otherwise).
6.2 If the Warrantors pay to the Buyer an amount in respect of a Claim and a Buyer’s Group Undertaking subsequently recovers from another person an amount in respect of the liability or loss which is the subject of such Claim:
6.2.1 if the amount paid by the Warrantors in respect of the Claim is more than the Sum Recovered, the Buyer shall as soon as reasonably practicable pay to the relevant Warrantors the Sum Recovered; and
6.2.2 if the amount paid by the Warrantors in respect of the Claim is less than or equal to the Sum Recovered, the Buyer shall immediately pay to the relevant Warrantors an amount equal to the amount paid by such Warrantors (less all costs properly incurred by the Buyer’s Group Undertaking in seeking to recover such amount from the relevant Warrantors, and less any Tax in respect thereof).
6.3 For the purposes of paragraph 6.2 of this Schedule 3, “Sum Recovered” means the amount recovered from the other person less all costs properly incurred by the Buyer’s Group Undertaking in recovering such amount from any other person (excluding any costs incurred in seeking to recover such amount from the Warrantors and less any Tax in respect thereof).
RECOVERY FROM ANOTHER PERSON. 9.1 If RBS pays to a Buyer's Group Undertaking an amount in respect of a Relevant Claim and a Buyer's Group Undertaking subsequently recovers from another person an amount which is referable to the matter giving rise to the Relevant Claim:
9.1.1 if the amount paid by RBS in respect of the Relevant Claim is more than the Sum Recovered, the Buyer shall immediately pay to RBS the Sum Recovered; and
9.1.2 if the amount paid by RBS in respect of the Relevant Claim is less than or equal to the Sum Recovered, the Buyer shall immediately pay to RBS an amount equal to the amount paid by RBS.
9.2 For the purposes of paragraph 9.1 of this Schedule 5, "Sum Recovered" means an amount equal to the total of the amount recovered from the other person plus any interest in respect of the amount recovered from the person less any Tax computed by reference to the amount recovered from the person payable by a Buyer's Group Undertaking and less all reasonable costs incurred by a Buyer's Group Undertaking in recovering the amount from the person.
RECOVERY FROM ANOTHER PERSON. 8.1 If the Seller pays to a Buyer’s Group Company an amount in respect of a Relevant Claim, and a Buyer’s Group Company subsequently recovers from another person an amount which is directly referable to the subject matter of the Relevant Claim and which would not otherwise have been received by the Buyer, the Buyer shall pay to the Seller an amount equal to the lesser of: (i) the sum recovered from the third party less any reasonable costs and expenses incurred in obtaining such recovery; and (ii) the amount previously paid by the Seller to the Buyer.
RECOVERY FROM ANOTHER PERSON. 8.1 If the Management Parties pay to a member of the Purchaser Group an amount in respect of a Claim and a member of the Purchaser Group subsequently recovers from another person an amount which is referable to the matter giving rise to the Claim:
(a) if the amount paid by the Management Parties in respect of the Claim is more than the Sum Recovered, the Purchaser shall immediately pay to the Warrantors the Sum Recovered; and
(b) if the amount paid by the Management Parties in respect of the Claim is less than or equal to the Sum Recovered, the Purchaser shall immediately pay to the Management Parties an amount equal to the amount paid by the Management Parties, less the amount (if any) of any loss not recovered from the other person by reason of any liability cap or other limitation to which such recovery was subject.
8.2 For the purposes of paragraph 8.1 of this Schedule 3, Sum Recovered means an amount equal to the total of the amount recovered from the other person plus any repayment supplement in respect of the amount recovered from the person under section 825 of the Taxes Act plus any interest in respect of the amount recovered from the person less all reasonable costs incurred by a member of the Purchaser Group in recovering the amount from the person.
RECOVERY FROM ANOTHER PERSON. 8.1 If a Seller pays to a Buyer's Group Undertaking an amount in respect of a Relevant Claim or a Tax Claim and a Buyer's Group Undertaking subsequently recovers from another person an amount which is referable to the matter giving rise to the Relevant Claim or the Tax Claim:
8.1.1 if the amount paid by the Seller in respect of the Relevant Claim or the Tax Claim is more than the Sum Recovered, the relevant Buyer shall immediately pay to the Seller the Sum Recovered; and
8.1.2 if the amount paid by the Seller in respect of the Relevant Claim or the Tax Claim is less than or equal to the Sum Recovered, the relevant Buyer shall <PAGE> 76 immediately pay to the Seller an amount equal to the amount paid by the Seller.
8.2 For the purposes of paragraph 8.1 of this schedule, "Sum Recovered" means an amount equal to the total of the amount recovered from the other person plus any repayment supplement in respect of the amount recovered from the person under section 825 of the Taxes Act plus any interest in respect of the amount recovered from the person.
RECOVERY FROM ANOTHER PERSON. 47 10.13 Mitigation ................................................................. 48 10.14 General .................................................................... 48
RECOVERY FROM ANOTHER PERSON. 10.12.1 If the Sellers pay to the Buyers an amount in respect of a claim and the Buyers or any of their Affiliates subsequently recover or is or becomes entitled to recover from another person an amount which is referable to the matter giving rise to the claim, the Buyers shall immediately notify the Sellers and, if relevant, shall (at the cost of the Sellers) procure that such action is taken as the Sellers may reasonably require to enforce the recovery against the person in question; and
(a) if the Sellers have already paid an amount in satisfaction of a claim and the amount paid by the Sellers in respect of the claim is more than the Sum Recovered, the Buyers shall promptly pay to the Sellers the Sum Recovered;
(b) if the Sellers have already paid an amount in satisfaction of a claim and the amount paid by the Sellers in respect of the claim is less than or equal to the Sum Recovered, the Buyers shall promptly pay to the Sellers an amount equal to the amount paid by the Sellers; and
(c) if the Sellers have not already paid an amount in satisfaction of a claim, the amount of the claim for which the Sellers would have been liable shall be reduced by and to the extent of the Sum Recovered.
10.12.2 For the purposes of Section 10.12.1, "Sum Recovered" means the total amount recovered by Buyers from persons other than the Sellers directly related to a matter which gave rise to or is the subject of a claim for indemnification against Sellers plus any interest in respect of the amount recovered from such persons less all reasonable costs incurred by the Buyers in recovering the amount from such persons.
RECOVERY FROM ANOTHER PERSON. If the Seller pays to the Purchaser an amount in respect of a Claim and the Purchaser subsequently recovers from another person (except the Company) an amount which is referable to the matter giving rise to the Claim, the Purchaser shall immediately pay to the Seller an amount equal to the amount paid by the Seller.
