Common use of RECOVERY FROM ANOTHER PERSON Clause in Contracts

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 Warrantors pay or are subject to the Buyer an amount in respect of a Warranty Claim under which they may become liable to pay and a member of the Group or Purchaserany Buyer’s Group Undertaking or any Group Company subsequently recovers or is or becomes entitled to recover from another person, including an insurer (whether under the W&I policy or otherwise), person an amount which is directly referable to the matter giving rise to the Warranty Claim, the Purchaser Buyer shall as soon as reasonably practicable immediately notify the Warrantors and, if relevant, shall (at subject to the cost of Warrantors indemnifying the WarrantorsBuyer and the Group against any and all reasonable Losses which may be suffered or incurred by the Buyer or the Group) procure that the relevant such Group Company or member of the Purchaser’s Group shall take such action as the Warrantors Sellers may reasonably require to enforce the recovery against the person in question question; and: 7.1.1 (a) if the Warrantors have already satisfied their liability paid an amount in full under satisfaction of a Claim and the Warranty Claimamount paid by the Warrantors in respect of the Claim is more than the Sum Recovered, the Purchaser Buyer shall promptly immediately pay to the Sellers the Sum Recovered; (b) if the Warrantors have already paid an amount in satisfaction of a Claim and 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 Warrantors an amount equal to the lower of (i) the Sum Recovered and (ii) the liability under the Warranty Claim satisfied amount paid by the WarrantorsWarrantors in respect of the Claim; and 7.1.2 (c) 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 6.17.1, “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 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 (including, without limitation, any Tax) incurred or suffered by a member of the PurchaserBuyer’s Group Undertaking in recovering or receiving the amount from that the relevant person.

RECOVERY FROM ANOTHER PERSON. 7.1 8.1 If the Warrantors pay Seller pays to the Purchaser an amount in respect of a Tax Claim and the Purchaser or are subject to a Warranty Claim under which they may become liable to pay and a member of the Purchaser's Group or Purchaser’s Group Undertaking subsequently recovers or is or becomes entitled to recover from another person, including an insurer (whether under the W&I policy or otherwise), person an amount which is directly referable to the matter giving rise to the Warranty Tax Claim, the Purchaser shall notify the Seller in writing, and 8.1.1 the Purchaser shall or shall procure that a Purchaser's Group Undertaking will take such action as the Seller may reasonably require (at the cost of the Seller and provided that the Seller has first agreed (to the Purchaser’s reasonable satisfaction) to indemnify the relevant Purchaser’s Group Undertaking against all reasonable costs and expenses properly incurred in connection with the taking of such action) to enforce the recovery against the person in question; 8.1.2 if the amount paid by the Seller in satisfaction of the Tax Claim is more than the Sum Recovered, the Purchaser shall as soon as reasonably practicable notify the Warrantors andpracticable, if relevantbut in any event within five (5) Business Days, 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 Seller the Sum Recovered; and 7.1.3 8.1.3 if the Warrantors have already part satisfied their liability under amount paid by the Warranty Claim, the remainder Seller in satisfaction of the liability under the Warranty Tax Claim shall be deemed satisfied is less than or equal to the extent of the Sum Recovered and, if there is any balance of the Sum Recovered not required for that purposeRecovered, the Purchaser shall promptly as soon as reasonably practicable, but in any event within five (5) Business Days, pay to the Warrantors Seller an amount equal to the lower of (i) that balance and (ii) the liability under the Warranty Claim satisfied amount paid by the WarrantorsSeller. 7.2 8.2 For the purposes of paragraph 6.18.1 above, “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 including any interest in respect of the amount recovered from that the person less any Tax computed by reference to the amount recovered and payable by a Purchaser's Group Undertaking and less all reasonable costs (including, without limitation, any Tax) and expenses properly incurred or suffered by a member of the Purchaser’s 's Group Undertaking in recovering or receiving the amount from that personthe person and not already borne by the Seller in accordance with paragraph 8.1.1.

RECOVERY FROM ANOTHER PERSON. 7.1 8.1 If the Warrantors pay Seller pays to the Buyer an amount in respect of a Relevant Claim and the Buyer 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 Company subsequently recovers or is or becomes entitled to recover from another person, including an insurer (whether under the W&I policy or otherwise), person an amount which is directly referable to the matter giving rise to the Warranty Relevant Claim, the Purchaser Buyer shall as soon as reasonably practicable immediately notify the Warrantors Seller and, if relevant, shall (at the cost of the WarrantorsSeller) procure that the relevant Group Company or member of the Purchaser’s Group shall take such action as the Warrantors Seller may reasonably require to enforce the recovery against the person in question question; and: 7.1.1 8.1.1 if the Warrantors have Seller has already satisfied their liability paid an amount in full under satisfaction of a Relevant Claim and the Warranty Claimamount paid by the Seller in respect of the Relevant Claim is more than the Sum Recovered, the Purchaser Buyer shall promptly immed- iately pay to the Warrantors Seller the Sum Recovered; 8.1.2 if the Seller has already paid an amount in satisfaction of a Relevant Claim and the amount paid by the Seller in respect of the Relevant Claim is less than or equal to the Sum Recovered, the Buyer shall immediately pay to the Seller an amount equal to the lower of (i) the Sum Recovered and (ii) the liability under the Warranty Claim satisfied amount paid by the WarrantorsSeller; and 7.1.2 8.1.3 if the Warrantors have Seller has not already paid an amount in satisfaction of a Warranty Relevant Claim, the amount of the Warranty Relevant Claim for which the Warrantors Seller 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 8.2 For the purposes of paragraph 6.18.1, “"Sum Recovered” " means an amount equal to the total of the amount recovered from the other person (whether less any Tax computed by way of discount, credit, relief or otherwise) plus any interest in respect of reference to the amount recovered from that the person less all reasonable costs (including, without limitation, any Tax) incurred or suffered payable by a member of the Purchaser’s Buyer's Group and less all reasonable costs incurred by a Buyer's Group Undertaking in recovering or receiving the amount from that the person.

RECOVERY FROM ANOTHER PERSON. 7.1 8.1 If the Warrantors pay 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 are subject to a Warranty Claim under which they may become liable to pay and a any 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), person 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 Claimclaim, 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 Warrantors 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 lower of (i) the Sum Recovered and (ii) the liability under the Warranty Claim satisfied amount received by the WarrantorsPurchaser from the relevant Seller or the Escrow Account in respect thereof; and 7.1.2 (c) if the Warrantors have Purchaser has not already paid received an amount in satisfaction of such claim from a Warranty ClaimSeller or the Escrow Account, the amount of the Warranty Claim for such claim to which the Warrantors Purchaser would have been liable 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; 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 8.2 For the purposes of paragraph 6.18.1 above, “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, incurred by any Tax) incurred or suffered by a member of the Purchaser’s Group in recovering or receiving the amount from that the person.

RECOVERY FROM ANOTHER PERSON. 7.1 If 15.1 If, and to the Warrantors pay or are subject extent that, in respect of any matter which may give rise to a Warranty Claim Claim, any member of the Buyer Group is entitled to claim under which they may become liable any policy of insurance (excluding the W&I Policy), the Buyer shall use commercially reasonable endeavours to pay and 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 Purchasernegatively 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 or is or becomes entitled to recover from another person, including an insurer person (whether under other than (i) a Tax Authority or (ii) pursuant to the W&I policy or otherwise), Policy) an amount which is directly referable to in respect of the matter giving rise to the Warranty Claim, and: (a) if the relevant Seller(s) have already paid an amount in satisfaction of that 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 Buyer shall promptly pay to the Warrantors an relevant Seller(s) (in their respective Relevant Proportions or in such proportions as the amount equal to paid in satisfaction of the lower of (iClaim was borne by them) the Sum Recovered and (ii) the liability under the Warranty Claim satisfied by the WarrantorsRecovered; and 7.1.2 (b) if the Warrantors relevant Seller(s) have not already paid an amount in satisfaction of a Warranty that Claim, the amount of the Warranty that Claim for which the Warrantors would have been relevant Seller(s) are 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 15.3 For the purposes of paragraph 6.115.1, “Sum Recovered” means an amount equal to the total of the amount recovered from the other person (whether less any Taxation computed by way of discount, credit, relief or otherwise) plus any interest in respect of reference to the amount recovered or recoverable from that the person less all reasonable costs (including, without limitation, any Tax) incurred or suffered payable by a member of the Purchaser’s Buyer Group and less all costs and expenses properly incurred and documented by each member of the Buyer Group in recovering or receiving the amount from that personthe person (including any insurance premium, deductible or co-payment and any increase thereto).

RECOVERY FROM ANOTHER PERSON. 7.1 9.1 If the Warrantors pay Buyer or are subject to a Warranty Claim under which they may become liable to pay and a any member of the Buyer's 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 receives (whether by way of payment, discount, credit, relief or otherwise) plus 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 interest 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 recovered from that person 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 all 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) (including, without limitation, any Taxsubject to a maximum amount equal to the Principal Warranty Claim settled) incurred or suffered by a member of the Purchaser’s Group in recovering or receiving the amount from that personIssue Price.

RECOVERY FROM ANOTHER PERSON. 7.1 If any Seller pays to any Beneficiary an amount in respect of a Claim and the Warrantors pay Purchaser 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 any Company subsequently recovers or is or becomes entitled to recover from another person, including an insurer (whether under the W&I policy or otherwise), person an amount which that is directly referable fully attributable to the matter giving rise to the Warranty Claim, the Purchaser shall as soon as reasonably practicable notify the Warrantors relevant Seller and, if relevant, shall (at the cost of the Warrantors) procure that the relevant Group any Company or member of the Purchaser’s Group shall take such action as the Warrantors Seller may reasonably require to enforce the recovery against the person in question question; and: 7.1.1 6.6.1 if the Warrantors have relevant Seller has already satisfied their liability paid an amount in full under satisfaction of a Claim and the Warranty Claimamount paid by the Seller in respect of the Claim is more than the sum effectively recovered, the Purchaser shall promptly immediately pay to the Warrantors Seller the amount effectively recovered less any costs and disbursements incurred by the Purchaser or any of the Companies in connection with the recovery; 6.6.2 if the relevant Seller has already paid an amount in satisfaction of a Claim and the amount paid by the Seller in respect of the Claim is less than or equal to the lower of (i) sum effectively recovered, the Sum Recovered and (ii) Purchaser shall immediately refund the liability under Seller the Warranty Claim satisfied amount paid by the WarrantorsSeller less any costs and disbursements incurred by the Purchaser or any of the Companies in connection with the recovery; if the sum effectively recovered from the third party includes interests, the Buyer shall refund the amount paid by the Seller increased with interest from the date of the payment by the Seller until the date of effective recovery at a rate equal to the rate applied to the sum recovered by the Purchaser and accrued daily; and 7.1.2 6.6.3 if the Warrantors Sellers have not already paid an amount in satisfaction of a Warranty Claim, the amount of the Warranty Claim for which the Warrantors Sellers would otherwise have been liable shall be reduced by and to the extent of the Sum Recovered; and 7.1.3 if sum effectively recovered less any costs and disbursements incurred by the Warrantors have already part satisfied their liability under the Warranty Claim, the remainder Purchaser or any of the liability under Companies in connection with 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 Warrantorsrecovery. 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.