RECOVERY FROM ANOTHER PERSON Clause Samples
The 'Recovery from Another Person' clause establishes a party's right to seek compensation or reimbursement from a third party if that third party is responsible for a loss or damage covered by the agreement. In practice, this clause typically applies when an insured party or contract beneficiary suffers a loss but another individual or entity is legally liable for that loss; the clause allows the party to pursue recovery from the responsible third party, often through subrogation or similar legal mechanisms. Its core function is to prevent double recovery and ensure that liability ultimately rests with the party truly at fault, thereby promoting fairness and reducing unnecessary costs for the parties to the contract.
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RECOVERY FROM ANOTHER PERSON. 8.1 If the Purchaser is entitled to be paid an amount in respect of a Relevant Claim (including by way of a payment from the Escrow Account) and the Purchaser or any member of the Purchaser’s Group 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 promptly after receiving such recovery or becoming entitled to receive such recovery notify the Sellers’ Representative, and:
(a) if the Purchaser has already received an amount in satisfaction of such claim from a Seller or the Escrow Account and the amount so received in respect of such claim is more than the Sum Recovered (as defined in paragraph 8.2 below), the Purchaser shall promptly after receipt pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, the Sum Recovered;
(b) if the Purchaser has already received an amount in satisfaction of such claim from a Seller or the Escrow Account and the amount so received in respect of such claim is less than or equal to the Sum Recovered, the Purchaser shall promptly after receipt pay to (i) the Seller who paid the amount in satisfaction of such claim or, (ii) if the Purchaser received payment of an amount in satisfaction of such claim from the Escrow Account, the Escrow Account, an amount equal to the amount received by the Purchaser from the relevant Seller or the Escrow Account in respect thereof; and
(c) if the Purchaser has not already received an amount in satisfaction of such claim from a Seller or the Escrow Account, the amount of such claim to which the Purchaser would otherwise be entitled to receive from the relevant Seller or from the Escrow Account pursuant to Schedule 9 shall be reduced by and to the extent of the Sum Recovered.
8.2 For the purposes of paragraph 8.1 above, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person less all reasonable costs incurred by any member of the Purchaser’s Group in recovering the amount from the 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. 7.1 If any of the Sellers pays to a Vernalis Group Undertaking an amount in respect of a Relevant Claim and a Vernalis Group Undertaking subsequently recovers from another person an amount which is referable to the matter giving rise to the Relevant Claim:
7.1.1 if the amount paid by the Sellers in respect of the Relevant Claim is more than the Sum Recovered, Vernalis shall as soon as practicable pay to the Sellers the Sum Recovered; and
7.1.2 if the amount paid by the Sellers in respect of the Relevant Claim is less than or equal to the Sum Recovered, Vernalis shall as soon as practicable pay to the Sellers an amount equal to the amount paid by the Sellers.
7.2 For the purposes of paragraph 7.1 of this Schedule, "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 Vernalis Group Undertaking and less all reasonable costs incurred by a Vernalis 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. 10.1 If the Buyer, any member of the Buyer's Group or any Group Company is or becomes, at any time after Completion, entitled or is reasonably likely to be entitled to recover from any person (other than a member of the Buyer's Group or a Group Company but including from any Taxing Authority or insurer) (a "Recovery Third Party") any sum in respect of any matter which gives rise to a Claim the Buyer shall take reasonable steps to enforce such recovery before making a Claim and if the Buyer recovers an amount from such Recovery Third Party, the amount of the Claim shall be reduced to the extent of the amount recovered (less any costs and expenses incurred by the Buyer and each Group Company in recovering the sum and any Taxation attributable to or suffered in respect of the sum recovered), or extinguished if such amount exceeds the amount of the Claim.
10.2 If the Sellers 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 Recovery Third Party an amount which relates to the relevant Claim, the Buyer shall procure that the relevant member of the Buyer's Group shall pay to the Sellers (in the case of the Warrantors, in the Agreed Proportions) an amount equal to the amount so recovered from the Recovery Third Party (less any reasonable costs and expenses incurred in obtaining such recovery and any Taxation attributable to or suffered in respect of the sum recovered). If the amount so recovered exceeds the amount of the Claim satisfied by the Sellers the Buyer shall be entitled to retain the excess.
RECOVERY FROM ANOTHER PERSON. (a) If Seller pays to Buyer an amount in respect of a Claim and Buyer or any of its 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, Buyer promptly thereafter shall notify Seller and, if relevant, shall (at the cost of Seller) take such action as Seller may reasonably require to enforce the recovery against the Person in question; and
(i) if Seller has already paid an amount in satisfaction of a Claim and the amount paid by Seller in respect of the Claim is more than the Sum Recovered, Buyer shall promptly pay to Seller the Sum Recovered;
(ii) if Seller has already paid an amount in satisfaction of a Claim and the amount paid by Seller in respect of the Claim is less than or equal to the Sum Recovered, Buyer shall promptly pay to Seller an amount equal to the amount paid by Seller; and
(iii) if Seller has not already paid an amount in satisfaction of a Claim, the amount of the Claim for which Seller would have been liable shall be reduced by and to the extent of the Sum Recovered.
(b) For the purposes of Section 8.9, “Sum Recovered” means the total amount recovered by Buyer from persons other than Seller directly related to a matter which gave rise to or is the subject of a Claim for indemnification against Seller plus any interest in respect of the amount recovered from such persons less all reasonable costs incurred by Buyer in recovering the amount from such persons.
RECOVERY FROM ANOTHER PERSON. 8.1 If the Contributing 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 Contributing 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 Contributing Parties in respect of the Claim is less than or equal to the Sum Recovered, the Purchaser shall immediately pay to the Contributing Parties an amount equal to the amount paid by the Contributing 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. 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. 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.