Common use of RECOVERY FROM OTHER PERSONS Clause in Contracts

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. 5.1 If after If, in the Covenantors have irrevocably and unconditionally satisfied in full event of any liability of payment becoming due from the Covenantors Covenantor under Clause 2.1 2 (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 COVENANT), the Company and either is immediately entitled at the Purchaser) due date for the Company is entitled making of that payment to recover from some other any person (not being a member of the Purchaser's Group Company but including any Tax Authority) any sum in respect of the tax liability Tax Liability that has resulted in that payment becoming due from the relevant liability of the Covenantors aforesaidCovenantor, or subsequently at some subsequent date becomes 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 after becoming aware of such entitlement notify the Covenantors Covenantor of its entitlement and shall, shall (if reasonably and promptly so required by the Covenantors in writing Covenantor and subject first to being indemnified the Covenantor indemnifying the Purchaser and secured the Company to its their reasonable satisfaction by the Covenantors in respect of against all losses, costs, damages and costs or expenses it which may thereby incur, 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 Covenantors Covenantor informed of the progress of any action taken); and if the Covenantor has made a payment under Clause 2 (COVENANT) and in respect of the Tax Liability in question, the Purchaser shall account to the Covenantors 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 a the Tax Authority relating to the period after receipt of the relative payment from the Covenantors or other person on or in respect thereof) , but less any tax chargeable on Tax payable by the Company in respect of the sum so recoveredthat interest); and (B) the amount paid by the Covenantors pursuant to Covenantor under Clause 2 (COVENANT) in respect of the tax liability in questionthat Tax Liability. 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. 5.1 7.1 If after the Covenantors have irrevocably and unconditionally satisfied in full any liability of payment becomes due from the Covenantors under Clause 2.1 (and all further liability clause 2 of this Deed or loss or damage the subject for breach of the relevant claim (including all related costs Tax Warranties and expenses) has been made good to the Company and or any of the Purchaser) Subsidiaries either: 7.1.1 is immediately entitled at the Company is entitled due date for the making of that payment to recover from some other person (not being a member the Company or any of the Purchaser's Group Subsidiaries but including including, without limitation, any Tax Authority) any sum in respect of the tax liability Liability for Taxation that has resulted in that payment becoming due from the relevant liability of the Covenantors aforesaid, or subsequently Covenantors; or 7.1.2 becomes entitled at some subsequent date to make such a recovery, then the Purchaser shall procure that the Company or the Subsidiary entitled to make that recovery shall (in either of those cases) as soon as reasonably practicable after becoming aware of such entitlement promptly notify the Covenantors of its their 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 at the Covenantors in respect of all lossesCovenantors' sole expense, costs, damages and expenses it may thereby incur, procure that the Company or the relevant Subsidiary shall take all reasonable appropriate steps to enforce that recovery (keeping the Covenantors fully informed of the progress of any action taken) and shall account to the Covenantors for whichever is the lesser of:-of: (A) any sum so recovered (including any interest or repayment supplement paid by a the Tax Authority relating to the period after receipt of the relative payment from the Covenantors or other person on or in respect thereof) thereof less any tax chargeable on the Company or relevant Subsidiary in respect of that interest) after deduction of all costs and expenses incurred by the sum so recoveredCompany or the relevant Subsidiary in enforcing such recovery; and (B) the aggregate of the amount paid by the Covenantors pursuant to Clause clause 2 or for breach of the Tax Warranties in respect of the tax liability Liability for Taxation in question. 5.2 Clause 5.1 shall not apply to question and any recovery or interest (after tax) and any repayment of any tax liability giving rise to a payment supplement paid by the Covenantors under Clause 2 where such repayment Tax Authority or recovery arises by virtue other person in respect of any such Relief or event as is referred to in Clause 2.2the sum recovered.

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) Selling Shareholder has been made good a payment to the Company Purchaser under this Schedule pursuant to Clause 2 and the Purchaser) Company either is immediately entitled at the Company is entitled due date for the making of that payment 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 Tax Liability that has resulted in that payment becoming due from the relevant liability of the Covenantors aforesaidSelling Shareholder, or subsequently at some subsequent date becomes 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 after becoming aware of such entitlement promptly notify the Covenantors Selling Shareholder of its the entitlement and shall, if reasonably and promptly so required by the Covenantors in writing Selling Shareholder and subject first at the Selling Shareholder's sole expense and upon the Selling Shareholder indemnifying the Company and providing security as to being indemnified all costs and secured expenses which may thereby be incurred to its the reasonable satisfaction by of the Covenantors in respect of all lossesCompany or the Purchaser, costs, damages and expenses it may thereby incur, procure that the Company take all reasonable appropriate steps to enforce that recovery (keeping the Covenantors Selling Shareholder fully informed of the progress of any action taken) and provided that the Company shall not be obliged to take any action which it shall reasonably consider to be prejudicial and, provided that the right to such payment or relief is not prejudiced thereby, shall account to the Covenantors Selling Shareholder for whichever is the lesser of:- (A) 5.1 any sum so recovered (including any interest or repayment supplement paid by a the Tax Authority relating to the period after receipt of the relative payment from the Covenantors or other person on or in respect thereof) thereof less any tax Tax chargeable on the Company in respect of the sum so recoveredrecovered or that interest) after deduction of all costs and expenses incurred by the Company in enforcing such recovery; and (B) 5.2 the amount paid by the Covenantors Selling Shareholder pursuant to Clause 2 as reduced (if at all) by Clause 4 in respect of the tax liability 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. 5.1 If after If, in the Covenantors have irrevocably and unconditionally satisfied in full event of any liability 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 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 that payment to recover from some other any person (not being a member of the Purchaser's Group but including any Tax Authority) any sum in respect of the tax liability Tax Liability that has resulted in that payment becoming due from the relevant liability of the Covenantors aforesaidCovenantor, or subsequently 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 (in either of those cases) as soon as reasonably practicable after becoming aware of such entitlement promptly notify the Covenantors Covenantor of its entitlement and shall, if reasonably and promptly so required by the Covenantors in writing Covenantor and subject first to being indemnified and secured to its reasonable satisfaction by at the Covenantors in respect of all losses, costs, damages and expenses it may thereby incurCovenantor's sole expense, take all reasonable appropriate steps to enforce that recovery (keeping the Covenantors Covenantor fully and promptly informed of the progress of any action taken); and if the Covenantor has made a payment under CLAUSE 2 (Covenant) and in respect of the Tax Liability in question, the Purchaser shall account to the Covenantors Covenantor for whichever is the lesser of:- (Ai) any sum so recovered by the relevant Group Company in respect of that Tax Liability (subtracting any costs or expenses incurred by the Purchaser or a Group Company in connection with the recovery which have not already been reimbursed, but including any interest or repayment supplement paid by a the Tax Authority relating to the period after receipt of the relative payment from the Covenantors or other person on or in respect thereof) thereof less any tax Tax chargeable on the that Group Company in respect of the sum so recoveredthat interest); and (Bii) the amount paid by the Covenantors pursuant to Clause Covenantor under CLAUSE 2 (Covenant) in respect of the tax liability in questionthat Tax Liability. 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. 5.1 If after Where the Covenantors have irrevocably and unconditionally satisfied in full any liability of Purchaser or 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 Group Company is or becomes entitled either immediately or at some subsequent date to recover from some other person (not being a the Purchaser, the Group Company or any member of the Purchaser's Group but (including any Tax AuthorityTaxation Authority or other competent authority) any sum in respect of amount which is referable to a Liability for Taxation under this Deed, the tax liability Purchaser shall and shall procure that resulted in each Group Company shall; 5.1.1 notify 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) Vendor as soon as reasonably practicable after becoming aware of such entitlement notify the Covenantors of its entitlement and shall, entitlement; and 5.1.2 if reasonably and promptly so required by the Covenantors in writing Vendor, and subject first to the Purchaser and the Group Company being indemnified and secured to its reasonable satisfaction by the Covenantors in respect Vendor against any Taxation that may be suffered on receipt of all losses, costs, damages such amount and any costs and expenses it may thereby incurproperly incurred in recovering that amount, take all reasonable steps to enforce that such recovery (keeping the Covenantors Vendor informed of the progress of any action taken) and ). 5.2 If the Purchaser or the Group Company recovers any amount referred to in Clause 5.1 above, the Purchaser shall account to the Covenantors Vendor for whichever is the lesser of:-of: (A) 5.2.1 any sum so amount recovered (including any related interest or related repayment supplement paid by a Tax Authority relating to the period after receipt of the relative payment from the Covenantors on or in respect thereofsupplement) less any tax chargeable on Taxation suffered by the Purchaser or Group Company in respect of that amount and any costs and expenses incurred in recovering that amount (save to the sum so recoveredextent that the amount has already been made good by the Vendor under Clause 5.1.2); and (B) 5.2.2 the amount paid by the Covenantors pursuant to Vendor under Clause 2 (less any costs and expenses properly incurred by the Purchaser and/or any Group Company in recovering such amount under Clause 5.1.2 save to the extent that payment under Clause 5.1.2 includes such costs and expenses) in respect of the tax liability Liability for Taxation in question. 5.2 Clause 5.1 5.3 Notwithstanding anything in the Agreement or in this Deed, neither the Purchaser nor any Group Company shall not apply be obliged to take any recovery or repayment of action unless the Vendor shall first indemnify and secure the Group Company and the Purchaser to their reasonable satisfaction against all losses (including 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 2.2additional Tax Liability), costs, interest damages and expenses which that may incur.

RECOVERY FROM OTHER PERSONS. 5.1 If after 7.1 If, in the Covenantors have irrevocably and unconditionally satisfied in full event of any liability payment becoming due from the Covenantor under paragraph 2 (Covenant), a Group Company either is immediately entitled at the due date for the making 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 that payment to recover from some other any person (not being a excluding any other member of the Purchaser's ’s Group but including or any Tax Authorityemployee or officer of any member of the Purchaser’s Group) any sum (including any interest) in respect of the tax liability matter that has resulted in that payment becoming due from the relevant liability of the Covenantors aforesaidCovenantor, or subsequently 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 (in either of those cases) as soon as reasonably practicable after becoming aware of such entitlement promptly notify the Covenantors Covenantor of its entitlement and shall, if reasonably and promptly so required by the Covenantors in writing Covenantor and subject first to being indemnified and secured to its reasonable satisfaction by at the Covenantors in respect of all losses, costs, damages and expenses it may thereby incurCovenantor’s sole expense, take all reasonable steps to enforce that recovery (keeping the Covenantors Covenantor fully informed of the progress of any action takentaken and providing the Covenantor with copies of all relevant correspondence and documentation) and shall account to the Covenantors for whichever is the lesser of:-extent that: (A) any the Covenantor has not yet made a payment under paragraph 2 (Covenant) in respect of the matter in question, the amount due from the Covenantor under paragraph 2 in respect of that matter shall be reduced (but not below nil) by the Relevant Percentage of the 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 Group Company in respect of that matter less the Relevant Percentage of any Tax on the full amount of the sum so recoveredrecovered and the Relevant Percentage of any reasonable costs of recovery incurred by that or any other member of the Purchaser’s Group; and (B) the Covenantor has made a payment under paragraph 2 (Covenant) in respect of the matter in question, the Purchaser shall account to the Covenantor for whichever is the lesser of: (i) the Relevant Percentage of any sum so recovered by the Group Company in respect of that matter less any Tax on the full amount of the sum recovered and the Relevant Percentage of any reasonable costs of recovery incurred by that or any other member of the Purchaser’s Group; and (ii) the amount paid by the Covenantors pursuant to Clause Covenantor under paragraph 2 (Covenant) in respect of the tax liability in questionthat matter. 5.2 Clause 5.1 shall not 7.2 If, in addition to the provisions of this paragraph 7 (Recovery From Other Persons), the provisions of either of paragraph 5 (Overprovisions) or paragraph 6 (Repayments) would apply to any recovery or in respect of a repayment of any tax liability giving rise Tax, the provisions of paragraph 5 (Overprovisions) or paragraph 6 (Repayments) (as applicable) and not the provisions of this paragraph 7 (Recovery From Other Persons) shall apply in relation to a payment by the Covenantors under Clause 2 where such that repayment or recovery arises by virtue of any such Relief or event as is referred to in Clause 2.2Tax.

RECOVERY FROM OTHER PERSONS. 5.1 9.1 If after the Covenantors have irrevocably and unconditionally satisfied in full any liability payment becomes due from THG under paragraph 2 of this Schedule or for breach of the Covenantors under Clause 2.1 (Boxed Tax Warranties and all further liability or loss or damage the subject any of the relevant claim (including all related costs and expenses) has been made good to Group Companies either: 9.1.1 is immediately entitled at the Company and due date for the Purchaser) the Company is entitled making of that payment to recover from some other person (not being a member any of the Purchaser's Group Companies but including including, without limitation, any Tax Authority) any sum in respect of the tax liability Liability for Taxation that has resulted in the relevant liability of the Covenantors aforesaid, or subsequently that payment becoming due from THG; or 9.1.2 becomes entitled at some subsequent date 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 THG as soon as is reasonably practicable after becoming aware of such entitlement notify the Covenantors of its entitlement and shall, shall (if requested by and at the expense of THG) take such action as THG shall 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 request to enforce that recovery (keeping the Covenantors THG informed of the progress of any action taken) and shall account to the Covenantors THG for whichever is the lesser of:-of: (A) 9.1.3 any sum so recovered (including any interest or repayment supplement paid by a the Tax Authority relating to the period after receipt of the relative payment from the Covenantors or other person on or in respect thereof) thereof less any tax Tax chargeable on the relevant Group Company in respect of that interest) after deduction of all reasonable out of pocket expenses incurred by the relevant Group Company in enforcing such recovery; and 9.1.4 the aggregate of the amount paid by THG pursuant to paragraph 2 of this Schedule or for breach of the Boxed Tax Warranties in respect of the Liability for Taxation in question and any interest (after Tax) and any repayment supplement paid by the Tax Authority or other person 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. 5.1 If after If, in the Covenantors have irrevocably and unconditionally satisfied event of any payment becoming due from the Covenantor under clause 2 (COVENANT) or in full any liability respect of the Covenantors under Clause 2.1 (and all further liability or loss or damage the subject Tax Warranties, any member of the relevant claim (including all related costs and expenses) has been made good to Purchaser’s Group either is immediately entitled at the Company and due date for the Purchaser) the Company is entitled making of that payment to recover from some other any person (not being a any member of the Purchaser's ’s Group but including including, without limitation, any Tax Authority) any sum in respect of the tax liability Tax Liability that has resulted in that payment becoming due from the relevant liability of the Covenantors aforesaidCovenantor, or subsequently at some subsequent date becomes entitled to make such a recovery, then the Purchaser shall procure that the Company or, as the case may be, the Subsidiary shall (in either of those cases) as soon as reasonably practicable after becoming aware of such entitlement promptly notify the Covenantors Covenantor of its entitlement and shall, if reasonably and promptly so required by the Covenantors in writing Covenantor and subject first to being indemnified and secured to its reasonable satisfaction by at the Covenantors in respect of all losses, costs, damages and expenses it may thereby incurCovenantor’s sole expense, take all reasonable appropriate steps to enforce that recovery (keeping the Covenantors Covenantor fully and promptly informed of the progress of any action takentaken and providing the Covenantor with copies of all relevant correspondence and documentation); and if the Covenantor has made a payment under clause 2 (COVENANT) and or under the Tax Warranties in respect of the Tax Liability in question, the Purchaser shall account to the Covenantors Covenantor for whichever is the lesser of:- (A) any sum so recovered by the Company or Subsidiary, or member of the Purchaser’s Group, in respect of that Tax Liability (including any interest or repayment supplement paid by a the Tax Authority relating to the period after receipt of the relative payment from the Covenantors or other person on or in respect thereof) less any tax Tax chargeable on the Company in respect Company, the Subsidiary or member of the sum so recoveredPurchaser’s Group; and (B) the amount paid by the Covenantors pursuant to Clause Covenantor under clause 2 (COVENANT) or under the Tax Warranties in respect of the tax liability in questionthat Tax Liability. 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.