RECOVERY FROM ANOTHER PERSON Sample Clauses

RECOVERY FROM ANOTHER PERSON. 15.1 If, and to the extent that, in respect of any matter which may give rise to a Claim, any member of the Buyer Group is entitled to claim under any policy of insurance (excluding the W&I Policy), the Buyer shall use commercially reasonable endeavours to take or shall procure that a member of the Buyer Group shall take action to make a claim under such policy; provided that all reasonable out-of-pocket costs incurred by the Buyer in making such claim shall be for the account of the relevant Seller(s) and provided further that the Buyer shall not be required to make such a claim where doing so would adversely affect the Buyer’s existing insurance coverage, result in a less favorable insurance position or negatively impact the Buyer’s insurance premiums or conditions in the future. 15.2 If a Seller pays or is obliged to pay to the Buyer or any member of the Buyer Group an amount in respect of a Claim and the Buyer or any member of the Buyer Group subsequently recovers from another person (other than (i) a Tax Authority or (ii) pursuant to the W&I Policy) an amount in respect of the matter giving rise to the Claim, and: (a) if the relevant Seller(s) have already paid an amount in satisfaction of that Claim, the Buyer shall promptly pay to the relevant Seller(s) (in their respective Relevant Proportions or in such proportions as the amount paid in satisfaction of the Claim was borne by them) the Sum Recovered; and (b) if the relevant Seller(s) have not already paid an amount in satisfaction of that Claim, the amount of that Claim for which the relevant Seller(s) are liable shall be reduced by and to the extent of the Sum Recovered. 15.3 For the purposes of paragraph 15.1, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person less any Taxation computed by reference to the amount recovered or recoverable from the person payable by a member of the Buyer Group and less all costs and expenses properly incurred and documented by each member of the Buyer Group in recovering the amount from the person (including any insurance premium, deductible or co-payment and any increase thereto).

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. 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. Prior recovery 10.1 If before any Seller pays an amount in respect of a Warranty Claim, the Buyer, or any member of the Buyer’s Group, recovers (whether by payment, discount, credit, relief or otherwise) from a third party an amount which relates to that Warranty Claim, then to the extent that the Buyer would at common law be required to take account of that recovery in claiming damages in respect of that Warranty Claim, that amount (less any reasonable costs incurred in obtaining such recovery and less any Taxation attributable to the recovery after taking account of any tax relief available in respect of any matter giving rise to such Warranty Claim) shall to that extent reduce or satisfy, as the case may be, such Warranty Claim. 10.2 If any Seller pays an amount in respect of a Warranty Claim and the Buyer, or any member of the Buyer’s Group, subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party an amount which relates to such Warranty Claim, the Buyer shall procure that the relevant member of the Buyer’s Group shall pay to such Seller an amount equal to the lesser of (a) the amount recovered from the third party less any costs and expenses incurred in obtaining such recovery and (b) the amount previously paid by the relevant 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. 11.3.1 If the Seller pays to the Purchaser an amount with respect to a Claim, the Purchaser and/or any of its Affiliates (including the Companies) subsequently recovers or is or becomes entitled to recover from another person an amount which is referable to the matter giving rise to the Claim, the Purchaser shall immediately notify the Seller and, if relevant, shall (at the cost of the Seller) procure that the relevant entity of the Purchaser’s group will take such action as the Seller may reasonably require to enforce the recovery against the person in question; and (a) if the Seller has already paid an amount in satisfaction of a Claim and the amount paid by the Seller in respect of the Claim is more than the Sum Recovered, the Purchaser shall immediately pay to the Seller the Sum Recovered less any Taxes applicable therein; (b) if the Seller has already paid an amount in satisfaction of a Claim and the amount paid by the Seller in respect of this Claim is less than or equal to the Sum Recovered, the Purchaser shall immediately pay or procure the payment to the Seller of an amount equal to the amount paid by the Seller. 11.3.2 If the Seller has not already paid an amount in satisfaction of a Claim, the amount of the Claim for which the Seller would have been liable shall be reduced by and to the extent of the Sum Recovered.

RECOVERY FROM ANOTHER PERSON. 10.1 If the Buyer, or any member of the Buyer’s Group, recovers (whether by payment, discount, credit, relief or otherwise) from a third party (including any insurer under an insurance policy) an amount which relates to a Claim, any actual recovery (less any reasonable costs incurred in obtaining such recovery and less any Taxation attributable to the recovery after taking account of any Sellers’ Relief available in respect of any matter giving rise to the Claim) shall to that extent reduce or satisfy, as the case may be, such Claim. 10.2 If one or more of the Warrantors pays an amount in respect of a Claim and the Buyer, or any member of the Buyer’s Group, subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party (including any insurer under an insurance policy) an amount which relates to the Claim, the Buyer shall procure that the relevant member of the Wider Buyer’s Group shall pay to the relevant Warrantors an amount equal to the lesser of the amount recovered from the third party less any reasonable costs and expenses incurred in obtaining such recovery and the amount previously paid by the Warrantors to the Buyer (such payment to be divided between the Warrantors in proportion to the amounts previously paid by them).

RECOVERY FROM ANOTHER PERSON. 10.1 If the Buyer, or any member of the Buyer’s Group, recovers (whether by payment, discount, credit, relief or otherwise) from a third party an amount which is referable to a Claim, any actual recovery (less any reasonable costs incurred in obtaining such recovery and 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) shall to that extent reduce or satisfy, as the case may be, such Claim. 10.2 If the Warrantors pay an amount in respect of a Claim and the Buyer, or any member of the Buyer’s Group, subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party an amount which is referable to the Claim, the Buyer shall procure that the relevant member of the Buyer’s Group shall pay to the Warrantors an amount equal to the lesser of the amount recovered from the third party (less any reasonable costs and expenses incurred in obtaining such recovery and any Tax payable on the recovery) and the amount previously paid by the Warrantors to the Buyer.

RECOVERY FROM ANOTHER PERSON. 9.1 If the Buyer or any member of the Buyer's Group receives (whether by payment, discount, credit, relief or otherwise) from a third party a sum which would not have been received but for the matter or circumstance giving rise to the relevant Principal Warranty Claim before the Principal Warranty Claim is settled, such sum (less any reasonable costs incurred in obtaining such sum and less any Taxation attributable to the recovery after taking account of any tax relief available in respect of any matter giving rise to the Principal Warranty Claim) shall to that extent reduce or satisfy, as the case may be, such Principal Warranty Claim. 9.2 If the Sellers resolve a Principal Warranty Claim in accordance with paragraph 1.1(a) which results in the number of Retained Consideration Shares being reduced in accordance with clauses 4.5-4.7 and the Buyer subsequently within six months of the Principal Warranty Claim being so determined (the last day of such 6 month period being the "Settlement Date") receives from a third party a sum which would not have been received but for the matter or circumstance giving rise to the relevant Principal Warranty Claim and receipt of this amount was not taken into account when settling the Principal Warranty Claim, then the Buyer shall within 5 Business Days of the Settlement Date issue such number of the balance (if any) of the Retained Consideration Shares as is equal to the number obtained by dividing such sum received by the Buyer (less any reasonable costs incurred in obtaining such sum and less any Taxation attributable to the recovery after taking account of any tax relief available in respect of any matter giving rise to the Principal Warranty Claim) (subject to a maximum amount equal to the Principal Warranty Claim settled) by the Issue Price.