RECOVERY FROM OTHER PERSONS. 5.1 If after the Covenantors have irrevocably and unconditionally satisfied in full any liability of the Covenantors under Clause 2.1 (and all further liability or loss or damage the subject of the relevant claim (including all related costs and expenses) has been made good to the Company and the Purchaser) the Company is entitled to recover from some other person (not being a member of the Purchaser's Group but including any Tax Authority) any sum in respect of the tax liability that resulted in the relevant liability of the Covenantors aforesaid, or subsequently becomes entitled to make such a recovery, then the Company shall (in either of those cases) as soon as reasonably practicable after becoming aware of such entitlement notify the Covenantors of its entitlement and shall, if reasonably and promptly so required by the Covenantors in writing and subject first to being indemnified and secured to its reasonable satisfaction by the Covenantors in respect of all losses, costs, damages and expenses it may thereby incur, take all reasonable steps to enforce that recovery (keeping the Covenantors informed of the progress of any action taken) and shall account to the Covenantors for whichever is the lesser of:-
(A) any sum so recovered (including any interest or repayment supplement paid by a Tax Authority relating to the period after receipt of the relative payment from the Covenantors on or in respect thereof) less any tax chargeable on the Company in respect of the sum so recovered; and
(B) the amount paid by the Covenantors pursuant to Clause 2 in respect of the tax liability in question.
5.2 Clause 5.1 shall not apply to any recovery or repayment of any tax liability giving rise to a payment by the Covenantors under Clause 2 where such repayment or recovery arises by virtue of any such Relief or event as is referred to in Clause 2.2.
RECOVERY FROM OTHER PERSONS. 8.1 If:
(a) the Target or the Buyer is entitled to recover from any other person, (including a Tax Authority but excluding the Target) any sum in respect of any matter to which this Schedule applies or in respect of the Tax Warranties; and
(b) the Seller has first agreed to indemnify the Buyer and the Target against any Tax that may be suffered on receipt of that sum and all reasonable costs, expenses and losses which the Buyer and the Target may properly incur in connection with the taking of the following action; then the Buyer shall or shall procure that the Target shall take all reasonable steps to enforce the recovery against the person in question (keeping the Seller fully informed of the progress of any action taken).
8.2 If the Target or the Buyer recovers from any third party any sum in respect of a liability for which a claim could be or has been made against the Seller pursuant to this Schedule or for breach of the Tax Warranties an amount equal to the amount so recovered together with any interest or repayment supplement thereon (less the reasonable costs incurred and an amount equal to any Taxation which arises as a direct result of such recovery and expenses paid by such person (insofar as not reimbursed by the Seller)) shall:
(a) if the Seller has at the time of the recovery made any payment pursuant to this Schedule or to satisfy a claim for breach of the Tax Warranties, the amount shall be paid to the Seller by the Buyer within seven days of the recovery (provided that the amount paid to the Seller under this paragraph 8.2 shall not exceed the amount of the payment made by the Seller pursuant to this Schedule or to satisfy a claim for breach of the Tax Warranties (which for the avoidance of doubt will include any costs which the Seller has paid under this paragraph 8.2) in respect of the Tax Liability in question less any part of such amount previously repaid to the Seller under any provision of this Schedule or elsewhere under this agreement); or
(b) if any claim has been made by the Buyer pursuant to this Schedule but the Seller has not at the time of the recovery made payment in respect thereof, the amount shall be set against and reduce pro tanto the claim against the Seller.
RECOVERY FROM OTHER PERSONS. 10.1 If a Group Member recovers from any other person (including any Taxation Authority but excluding the Purchaser, any other Purchaser Group Member and any officer or employee of any such company) any amount which is referable to a Liability to Taxation or other liability of the Group Member in respect of which the Vendor has made a payment under PARAGRAPH 2, the Purchaser will repay to the Vendor within 10 Business Days of the receipt thereof the lesser of:
10.1.1 the amount so recovered (less any reasonable losses, costs, damages and expenses incurred by the Group Member, the Purchaser or any other member of the same group of companies as the Purchaser as a result of the recovery of that amount); and
10.1.2 the amount paid by the Vendor under PARAGRAPH 2 in respect of the Liability to Taxation or other liability in question less any part of such amount previously repaid to the Vendor under any provision of this Agreement or otherwise.
10.2 If the Purchaser becomes aware that a Group Member is entitled to recover any amount mentioned in PARAGRAPH 10.1, the Purchaser will as soon as reasonably practicable give written notice of that fact to the Vendor and provided that the Vendor indemnifies and secures the Group Member, the Purchaser and all other Purchaser Group Members to the reasonable satisfaction of the Purchaser against all reasonable losses, costs, damages and expenses which may be incurred thereby, the Purchaser will procure that the Group Member, at the Vendor's cost and expense, takes such action as the Vendor may reasonably and promptly request to effect such recovery.
10.3 The action which the Vendor may request a Group Member to take under PARAGRAPH 10.2 does not include:
10.3.1 any action which the Purchaser reasonably considers to be materially prejudicial to the business or Taxation affairs of the Group, the Purchaser or any Purchaser Group Member; or
10.3.2 allowing the Vendor to undertake the conduct of any action necessary to effect recovery of the amount in question.
RECOVERY FROM OTHER PERSONS. If, in the event of any payment becoming due from the Sellers under paragraph 2, a Group Company either is immediately entitled at the due date for the making of that payment to recover from any person (not being a Group Company or the Sellers, but including any Tax Authority) any sum in respect of the liability that has resulted in that payment becoming due from the Sellers, or at some subsequent date becomes entitled to make such a recovery, then the Buyer shall procure that the Group Company entitled to make that recovery shall (in either of those cases) notify the Sellers of its entitlement and shall within a reasonable period of it becoming aware of the entitlement, if so required by the Sellers, take all appropriate steps to enforce that recovery (keeping the Sellers fully informed of the progress of any action taken) and shall if the Sellers has made a payment under paragraph 2 in respect of the Liability in question account to the Sellers for whichever is the lesser of:
6.1.1 any sum so recovered (including any interest or repayment supplement paid by the Tax Authority or other person on or in respect thereof less any Tax chargeable on the relevant Group Company in respect of that interest); and
6.1.2 the amount paid by the Sellers under paragraph 2 in respect of the liability in question, Provided that neither the Group Company nor the Subsidiary Undertaking shall be required to take such steps unless the Sellers agrees to indemnify and secure it to the reasonable satisfaction of the Buyer for all losses, costs, damages and expenses occurred in seeking such recovery.
RECOVERY FROM OTHER PERSONS. 11.1 If the Company recovers from any other person (including any Taxation Authority but excluding the Purchaser, any other member of the same group of companies as the Purchaser and any officer or employee of any such company) any amount which is referable to a Liability to Taxation or other liability of the Company in respect of which the Vendor has made a payment under paragraph 2, the Purchaser will repay to the Vendor the lesser of:
11.1.1 the amount so recovered (less any losses, costs, Taxation, damages and expenses incurred by the Company, the Purchaser or any other member of the same group of companies as the Purchaser as a result of the recovery of that amount); and
11.1.2 the amount paid by the Vendor under paragraph 2 in respect of the Liability to Taxation or other liability in question less any part of such amount previously repaid to the Vendor under any provision of this Agreement.
11.2 If the Purchaser becomes aware that the Company is entitled to recover any amount mentioned in paragraph 11.1, the Purchaser will as soon as reasonably practicable give notice of that fact to the Vendor and provided that the Vendor indemnifies the Company, the Purchaser and all other members of the same group of companies as the Purchaser to the reasonable satisfaction of the Purchaser against all losses, costs, damages and expenses which may be incurred thereby, the Purchaser will procure that the Company, at the Vendor’s cost and expense, takes such action as the Vendor may request to effect such recovery.
RECOVERY FROM OTHER PERSONS. 7.1 If the Buyer or the Company recovers from any other person (including any Taxation Authority but excluding the Buyer, any other member of the same group of companies as the Buyer and any officer or employee of any such company) any amount which is referable to a Liability to Taxation or other liability of the Company in respect of which the Seller has made or is liable to make a payment under paragraph 2, that amount shall be dealt with in accordance with paragraph 7.3.
7.2 If the Buyer becomes aware that the Buyer or the Company is entitled to recover any amount mentioned in paragraph 7.1, the Buyer will as soon as reasonably practicable thereafter give notice of that fact to the Seller and provided that the Seller indemnifies and secures (by way of monies on account) the Company and the Buyer to the reasonable satisfaction of the Buyer against all losses, costs, damages and expenses which may be incurred thereby, the Buyer will and will procure that the Company, at the Seller’s cost and expense, takes such action as the Seller may reasonably and promptly request by notice in writing to the Buyer to effect such recovery.
7.3 If the Buyer or the Company makes any recovery as is mentioned in paragraph 7.1 then an amount (“the Recovered Amount”) equal to the amount so recovered less any losses, costs, damages and expenses incurred by the Company, the Buyer or any other member of the same group of companies as the Buyer as a result of the recovery of that amount and less any Taxation in respect of such recovery shall
7.3.1 first be set off against any amount then due to the Buyer from the Seller under any provision of this Agreement; and
7.3.2 there shall be repaid to the Seller an amount equal to the lesser of:
7.3.2.1 the Recovered Amount to the extent not set off as mentioned in paragraph 7.3.1; and
7.3.2.2 the amount paid by the Seller under paragraph 2 in respect of the Liability to Taxation or other liability in question less any part of such amount previously repaid to the Seller under any provision of this Agreement or otherwise.
RECOVERY FROM OTHER PERSONS. 5.1 If, in the event of any payment becoming due from the Covenantor pursuant to clause 2, the Company either is immediately entitled at the due date for the making of that payment to recover from some other person (not being the Company but excluding any Tax Authority) any sum in respect of the Liability for Taxation that has resulted in that payment becoming due from the Covenantor, or at some subsequent date becomes entitled to make such recovery then the Purchaser shall or shall procure that the Company shall (in either of those cases) promptly notify the Covenantor of its entitlement and shall, if so required by the Covenantor and at the Covenantor's sole expense, procure that the Company take all appropriate steps to enforce that recovery (keeping the Covenantor fully informed of the progress of any action taken) and shall account within 14 Business Days to the Covenantor for whichever is the lesser of:-
5.1.1 any sum so recovered (including any interest or repayment supplement paid by the Tax Authority or other person on or in respect thereof less all costs of recovery to the extent not previously paid by the Covenantor and after deducting any Taxation chargeable on the Company in respect of the recovery in question); and
5.1.2 the amount paid by the Covenantor or pursuant to clause 2 in respect of the Liability for Taxation and not previously repaid to the Covenantor.
RECOVERY FROM OTHER PERSONS. Where the Purchaser or a Group Company is entitled to recover from some other person (excluding a Group Company and another member of the Purchaser’s Group but including any Tax Authority) any amount that is referable to a Tax Liability which has resulted in a payment being made by AWI under this Schedule 10 or under a Tax Warranty Claim, the Purchaser shall, or shall procure that the relevant Group Company shall:
RECOVERY FROM OTHER PERSONS. If, in the event of any payment becoming due from the Warrantors pursuant to clause 2 the Company either is immediately entitled at the due date for the making of that payment to recover from any other person (including without limitation any taxation authority but excluding the Purchaser, and any other member of the same group of companies as the Purchaser) any amount in respect of Taxation Liability or other liability of the Company in respect of which the Warrantors have made or are liable to make a payment under clause 2, or at some subsequent date becomes entitled to make such recovery the Purchaser shall account to the Warrantors for, or in a case where payment has not been made under this deed any payment due from the Warrantors shall be reduced by the lesser of:-
RECOVERY FROM OTHER PERSONS. Where the Company is entitled to recover from some other person (not being another company in the Purchaser’s Group) including any Tax Authority any sum in respect of any Claim the amount of the Claim shall nevertheless be payable in full by the Vendors on the due date ascertained in accordance with Clause 4 and the Purchaser shall:
3.6.1 procure that the Vendors are promptly notified of such entitlement;
3.6.2 take such action as the Vendors may reasonably and promptly by written notice request to enforce such recovery; and
3.6.3 account to the Vendors for an amount equal to any amount so recovered by the Company (including any interest or repayment supplement included in such recovery less any Tax chargeable on the Company in respect of that interest) not exceeding the amount paid by the Vendors under Clause 2 in respect of that Claim.
