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. If, in the event of any payment becoming due from the Covenantor under Clause 2 (COVENANT), the Company either is immediately entitled at the due date for the making of that payment to recover from any person (not being the Company but including any Tax Authority) any sum in respect of the Tax Liability that has resulted in that payment becoming due from the Covenantor, or at some subsequent date becomes entitled to make such a recovery, then the Purchaser shall procure that the Company shall as soon as reasonably practicable notify the Covenantor of its entitlement and shall (if so required by the Covenantor and subject to the Covenantor indemnifying the Purchaser and the Company to their reasonable satisfaction against all costs or expenses which may thereby be incurred and pursuant to such indemnity paying to the Purchaser or the Company within a reasonable period of demand an amount equal to any such costs or expenses as are so incurred) take all reasonable steps to enforce that recovery (keeping the Covenantor informed of the progress of any action taken); and if the Covenantor has made a payment under Clause 2 (COVENANT) in respect of the Tax Liability in question, the Purchaser shall account to the Covenantor for whichever is the lesser of:-
(A) any sum so recovered by the Company in respect of that Tax Liability (including any interest or repayment supplement paid by the Tax Authority or other person on or in respect thereof, but less any Tax payable by the Company in respect of that interest); and
(B) the amount paid by the Covenantor under Clause 2 (COVENANT) in respect of that Tax Liability.
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. 7.1 If, in the event of any payment becoming due from a Covenantor under clause 2 (COVENANT), a Swiss Group Company or a US Group Company either is immediately entitled at the due date for the making of that payment to recover from any person (not being any member of the Purchasers’ Group but including any Tax Authority) (other than by reason of the use of a Purchasers’ Relief or a right to a repayment of Tax which has been treated as an asset of a Group Company in the Completion Accounts) any sum in respect of the Tax Liability or liability in respect of Tax that has resulted in that payment becoming due from the relevant Covenantor (other than where such sum is a right to a repayment of Tax which has been treated as an asset of a Group Company in the Completion Accounts), or at some subsequent date becomes entitled to make such a recovery, then the relevant Purchaser shall procure that the Swiss Group Company or US Group Company (as applicable) entitled to make that recovery shall as soon as reasonably practicable notify the relevant Covenantor and Sellers’ Guarantor of its entitlement and shall, if so required by the relevant Covenantor and at the relevant Covenantor’s sole expense (but subject to clause 7.2 below), take all appropriate and reasonable steps to enforce that recovery (keeping the relevant Covenantor and Sellers’ Guarantor informed on a timely basis of the progress of any action taken and providing the relevant Covenantor and Sellers’ Guarantor with copies of all relevant correspondence and documentation); and if the relevant Covenantor has made a payment under clause 2 (COVENANT) in respect of the Tax Liability or liability in respect of Tax in question, the relevant Purchaser shall account to the relevant Covenantor for whichever is the lesser of:-
A. any sum so recovered by the relevant Swiss Group Company or US Group Company in respect of that Tax Liability or liability in respect of Tax (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 Swiss Group Company or US Group Company thereon or any Tax which would be chargeable thereon but for the availability of any Purchasers’ Relief and less any costs of recovery not already reimbursed pursuant to this clause 7.1; and
B. the amount paid by the relevant Covenantor under clause 2 (COVENANT) in respect of that Tax Liability or liability in respect of Tax.
7.2 The steps which a Covenantor m...
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. If, in the event of any payment becoming due from the Covenantor under clause 2 (Covenant), a Group Company either is immediately entitled at the due date for the making of that payment to recover from any person (including any Tax Authority) any sum in respect of the Tax Liability that has resulted in that payment becoming due from the Covenantor, or at some subsequent date becomes entitled to make such a recovery, then the Purchaser shall procure that the Group Company entitled to make that recovery shall promptly notify the Covenantor of its entitlement and shall, if so required in writing by the Covenantor and at the Covenantor's sole expense, take appropriate steps to enforce that recovery (keeping the Covenantor fully and promptly informed of the progress of any action taken); and if the Covenantor has made a payment under clause 2 (Covenant) in respect of the Tax Liability in question, the Purchaser shall account to the Covenantor for whichever is the lesser of:-
(i) any sum so recovered by the relevant Group Company in respect of that Tax Liability (including any interest or repayment supplement paid by the Tax Authority or other person on or in respect thereof less any Tax chargeable on that Group Company in respect of that interest); and
(ii) the amount paid by the Covenantor under clause 2 (Covenant) in respect of that Tax Liability.
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.
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 Covenantor pursuant to Clause 2, the Company recovers from some other person (including, without limitation, any Tax Authority) any sum in respect of a Liability to Taxation that has resulted in a payment having been made by the Covenantor or at some subsequent date the Company becomes aware that it is entitled to make such a recovery, then the Purchaser shall procure that the Company shall (in either of those cases) as soon as reasonably practicable notify the Covenantor of its entitlement and shall, if reasonably and promptly required by the Covenantor in writing to do so and subject first to being indemnified and secured to its reasonable satisfaction in respect of all losses, costs, damages and expenses it may thereby incur, procure that the Company shall take all reasonable steps to enforce that recovery (keeping the Covenantor fully informed of the progress of any action taken) and shall account to the Covenantor for whichever is the letter of:-
7.1 any sum so recovered (including any interest or repayment supplement paid by the Tax Authority relating to the period after receipt of the payment in question from the Covenantor or other person on or in respect thereof less than Tax chargeable on the Company in respect of that interest) after deduction of all costs and expenses reasonably and properly incurred by the Company in enforcing such recovery; and
7.2 the amount paid by the Covenantor pursuant to Clause 2 in respect of the Liability to Taxation in question.
