Common use of RECOVERY FROM OTHER PERSONS Clause in Contracts

RECOVERY FROM OTHER PERSONS. If, in the event of any payment becoming due from the Covenantor under clause 2 (COVENANT) or in respect of the Tax Warranties, any member of the Purchaser’s Group 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 Purchaser’s Group but including, without limitation, 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 or, as the case may be, the Subsidiary shall promptly notify the Covenantor of its entitlement and shall, if so required by the Covenantor and at the Covenantor’s sole expense, take all appropriate steps to enforce that recovery (keeping the Covenantor fully and promptly informed of the progress of any action taken and providing the Covenantor with copies of all relevant correspondence and documentation); and if the Covenantor has made a payment under clause 2 (COVENANT) or under the Tax Warranties 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 or Subsidiary, or member of the Purchaser’s Group, 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 the Company, the Subsidiary or member of the Purchaser’s Group; and (B) the amount paid by the Covenantor under clause 2 (COVENANT) or under the Tax Warranties in respect of that Tax Liability.

RECOVERY FROM OTHER PERSONS. If, in the event of 7.1 If any payment becoming becomes due from the Covenantor Covenantors under clause 2 (COVENANT) of this Deed or in respect for breach of the Tax Warranties, Warranties and the Company or any member of the Purchaser’s Group either Subsidiaries either: 7.1.1 is immediately entitled at the due date for the making of that payment to recover from any some other person (not being the Company or any member of the Purchaser’s Group Subsidiaries but including, without limitation, any Tax Authority) any sum in respect of the Tax Liability for Taxation that has resulted in that payment becoming due from the Covenantor, or Covenantors; or 7.1.2 becomes entitled 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, or the Subsidiary entitled to make that recovery shall (in either of those cases) promptly notify the Covenantor Covenantors of its their entitlement and shall, if so required by the Covenantor Covenantors and at the Covenantor’s Covenantors' sole expense, procure that the Company or the relevant Subsidiary shall take all appropriate steps to enforce that recovery (keeping the Covenantor Covenantors fully and promptly informed of the progress of any action taken taken) and providing the Covenantor with copies of all relevant correspondence and documentation); and if the Covenantor has made a payment under clause 2 (COVENANT) or under the Tax Warranties in respect of the Tax Liability in question, the Purchaser shall account to the Covenantor Covenantors for whichever is the lesser of:-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 the Tax Authority or other person on or in respect thereof) thereof less any Tax tax chargeable on the Company, Company or relevant Subsidiary in respect of that interest) after deduction of all costs and expenses incurred by the Company or the relevant Subsidiary or member of the Purchaser’s Groupin enforcing such recovery; and (B) the aggregate of the amount paid by the Covenantor under Covenantors pursuant to clause 2 (COVENANT) or under for breach of the Tax Warranties in respect of that the Liability for Taxation in question and any interest (after tax) and any repayment supplement paid by the Tax LiabilityAuthority or other person in respect of the sum recovered.

RECOVERY FROM OTHER PERSONS. If, in the event of 9.1 If any payment becoming becomes due from the Covenantor THG under clause paragraph 2 (COVENANT) of this Schedule or in respect for breach of the Boxed Tax Warranties, Warranties and any member of the Purchaser’s Group either Companies either: 9.1.1 is immediately entitled at the due date for the making of that payment to recover from any some other person (not being any member of the Purchaser’s Group Companies but including, without limitation, any Tax Authority) any sum in respect of the Tax Liability for Taxation that has resulted in that payment becoming due from the Covenantor, or THG; or 9.1.2 becomes entitled at some subsequent date becomes entitled to make such a recovery, then the Purchaser Buyer shall procure that the Group Company or, entitled to make that recovery shall (in either of those cases) notify THG as the case may be, the Subsidiary shall promptly notify the Covenantor soon as is reasonably practicable of its entitlement and shall, shall (if so required requested by the Covenantor and at the Covenantor’s sole expense, expense of THG) take all appropriate steps such action as THG shall reasonably request to enforce that recovery (keeping the Covenantor fully and promptly THG informed of the progress of any action taken taken) and providing the Covenantor with copies of all relevant correspondence and documentation); and if the Covenantor has made a payment under clause 2 (COVENANT) or under the Tax Warranties in respect of the Tax Liability in question, the Purchaser shall account to the Covenantor THG for whichever is the lesser of:-of: (A) 9.1.3 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 the Tax Authority or other person on or in respect thereof) thereof less any Tax chargeable on the Company, relevant Group Company in respect of that interest) after deduction of all reasonable out of pocket expenses incurred by the Subsidiary or member of the Purchaser’s Grouprelevant Group Company in enforcing such recovery; and (B) 9.1.4 the aggregate of the amount paid by THG pursuant to paragraph 2 of this Schedule or for breach of the Covenantor under clause 2 (COVENANT) or under the Boxed Tax Warranties in respect of that the Liability for Taxation in question and any interest (after Tax) and any repayment supplement paid by the Tax LiabilityAuthority or other person in respect of the sum recovered.

RECOVERY FROM OTHER PERSONS. If5.1 Where the Purchaser or the Group Company is or becomes entitled either immediately or at some subsequent date to recover from some other person not being the Purchaser, in the event of any payment becoming due from the Covenantor under clause 2 (COVENANT) Group Company or in respect of the Tax Warranties, any member of the Purchaser’s 's Group either is immediately entitled at the due date for the making of that payment to recover from (including any person (not being any member of the Purchaser’s Group but including, without limitation, any Tax AuthorityTaxation Authority or other competent authority) any sum in respect of the Tax amount which is referable to a Liability that has resulted in that payment becoming due from the Covenantorfor Taxation under this Deed, or at some subsequent date becomes entitled to make such a recovery, then the Purchaser shall and shall procure that the each Group Company or, as the case may be, the Subsidiary shall promptly shall; 5.1.1 notify the Covenantor Vendor as soon as reasonably practicable of its entitlement and shall, entitlement; and 5.1.2 if so required by the Covenantor Vendor, and at subject to the Covenantor’s sole expensePurchaser and the Group Company being indemnified by the Vendor against any Taxation that may be suffered on receipt of such amount and any costs and expenses properly incurred in recovering that amount, take all appropriate reasonable steps to enforce that such recovery (keeping the Covenantor fully and promptly Vendor informed of the progress of any action taken and providing taken). 5.2 If the Covenantor with copies of all relevant correspondence and documentation); and if Purchaser or the Covenantor has made a payment under clause 2 (COVENANT) or under the Tax Warranties Group Company recovers any amount referred to in respect of the Tax Liability in questionClause 5.1 above, the Purchaser shall account to the Covenantor Vendor for whichever is the lesser of:-of: 5.2.1 any amount recovered (Aincluding any related interest or related repayment supplement) less any sum so recovered Taxation suffered by the Purchaser or Group Company or Subsidiary, or member of the Purchaser’s Group, in respect of that Tax Liability amount and any costs and expenses incurred in recovering that amount (including any interest or repayment supplement paid save to the extent that the amount has already been made good by the Tax Authority or other person on or in respect thereof) less any Tax chargeable on the Company, the Subsidiary or member of the Purchaser’s GroupVendor under Clause 5.1.2); and (B) 5.2.2 the amount paid by the Covenantor Vendor under clause Clause 2 (COVENANTless 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) or under the Tax Warranties in respect of that the Liability for Taxation in question. 5.3 Notwithstanding anything in the Agreement or in this Deed, neither the Purchaser nor any Group Company shall be obliged to take any action unless the Vendor shall first indemnify and secure the Group Company and the Purchaser to their reasonable satisfaction against all losses (including any additional Tax Liability), costs, interest damages and expenses which that may incur.

RECOVERY FROM OTHER PERSONS. If, 5.1 If after the Covenantors have irrevocably and unconditionally satisfied in the event of full any payment becoming due from the Covenantor under clause 2 (COVENANT) or in respect liability of the Tax Warranties, any 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 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 Purchaser’s 's Group but including, without limitation, including any Tax Authority) any sum in respect of the Tax Liability tax liability that has resulted in that payment becoming due from the Covenantorrelevant liability of the Covenantors aforesaid, or at some subsequent date subsequently becomes entitled to make such a recovery, then the Purchaser Company shall procure that the Company or, (in either of those cases) as the case may be, the Subsidiary shall promptly soon as reasonably practicable after becoming aware of such entitlement notify the Covenantor Covenantors of its entitlement and shall, if reasonably and promptly so required by the Covenantor Covenantors in writing and at subject first to being indemnified and secured to its reasonable satisfaction by the Covenantor’s sole expenseCovenantors in respect of all losses, costs, damages and expenses it may thereby incur, take all appropriate reasonable steps to enforce that recovery (keeping the Covenantor fully and promptly Covenantors informed of the progress of any action taken taken) and providing the Covenantor with copies of all relevant correspondence and documentation); and if the Covenantor has made a payment under clause 2 (COVENANT) or under the Tax Warranties in respect of the Tax Liability in question, the Purchaser shall account to the Covenantor Covenantors 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 the a Tax Authority or other person relating to the period after receipt of the relative payment from the Covenantors on or in respect thereof) less any Tax tax chargeable on the Company, the Subsidiary or member Company in respect of the Purchaser’s Groupsum so recovered; and (B) the amount paid by the Covenantor under clause Covenantors pursuant to Clause 2 (COVENANT) or under the Tax Warranties in respect of that Tax Liabilitythe 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. If, in the event of any payment becoming due from the Covenantor under clause Clause 2 (COVENANT) or in respect of ), the Tax Warranties, any member of the Purchaser’s 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 Purchaser’s Group Company but including, without limitation, 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 or, shall as the case may be, the Subsidiary shall promptly soon as reasonably practicable notify the Covenantor of its entitlement and shall, shall (if so required by the Covenantor and at subject to the Covenantor’s sole expense, 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 appropriate reasonable steps to enforce that recovery (keeping the Covenantor fully and promptly informed of the progress of any action taken and providing the Covenantor with copies of all relevant correspondence and documentationtaken); and if the Covenantor has made a payment under clause Clause 2 (COVENANT) or under the Tax Warranties 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 or Subsidiary, or member of the Purchaser’s Group, 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 chargeable on payable by the Company, the Subsidiary or member Company in respect of the Purchaser’s Groupthat interest); and (B) the amount paid by the Covenantor under clause Clause 2 (COVENANT) or under the Tax Warranties in respect of that Tax Liability.

RECOVERY FROM OTHER PERSONS. 7.1 If, in the event of any payment becoming due from the Covenantor under clause paragraph 2 (COVENANT) or in respect of the Tax WarrantiesCovenant), any member of the Purchaser’s a Group Company either is immediately entitled at the due date for the making of that payment to recover from any person (not being excluding any other member of the Purchaser’s Group or any employee or officer of any member of the Purchaser’s Group but including, without limitation, any Tax AuthorityGroup) any sum (including any interest) in respect of the Tax Liability matter 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 or, as the case may be, the Subsidiary entitled to make that recovery shall promptly notify the Covenantor of its entitlement and shall, if so required by the Covenantor and at the Covenantor’s sole expense, take all appropriate reasonable steps to enforce that recovery (keeping the Covenantor fully and promptly informed of the progress of any action taken and providing the Covenantor with copies of all relevant correspondence and documentation)) and to the extent that: (A) 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 by the Group Company in respect of that matter less the Relevant Percentage of 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 if and (B) the Covenantor has made a payment under clause paragraph 2 (COVENANTCovenant) or under the Tax Warranties in respect of the Tax Liability matter in question, the Purchaser shall account to the Covenantor for whichever is the lesser of:-of: (Ai) the Relevant Percentage of any sum so recovered by the Group Company or Subsidiary, or member of the Purchaser’s Group, 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) matter less any Tax chargeable on the Company, full amount of the Subsidiary 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 (Bii) the amount paid by the Covenantor under clause paragraph 2 (COVENANTCovenant) or under the Tax Warranties in respect of that Tax Liabilitymatter. 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 in respect of a repayment of 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 that repayment of Tax.

RECOVERY FROM OTHER PERSONS. If, in the event of any payment becoming due from the Covenantor under clause CLAUSE 2 (COVENANT) or in respect of the Tax WarrantiesCovenant), any member of the Purchaser’s a 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 Purchaser’s Group but including, without limitation, 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 or, as the case may be, the Subsidiary entitled to make that recovery shall promptly notify the Covenantor of its entitlement and shall, if so required by the Covenantor and at the Covenantor’s 's sole expense, take all appropriate steps to enforce that recovery (keeping the Covenantor fully and promptly informed of the progress of any action taken and providing the Covenantor with copies of all relevant correspondence and documentationtaken); and if the Covenantor has made a payment under clause CLAUSE 2 (COVENANTCovenant) or under the Tax Warranties in respect of the Tax Liability in question, the Purchaser shall account to the Covenantor for whichever is the lesser of:- (Ai) any sum so recovered by the relevant Group Company or Subsidiary, or member of the Purchaser’s Group, 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 the Tax Authority or other person on or in respect thereof) thereof less any Tax chargeable on the Company, the Subsidiary or member that Group Company in respect of the Purchaser’s Groupthat interest); and (Bii) the amount paid by the Covenantor under clause CLAUSE 2 (COVENANTCovenant) or under the Tax Warranties in respect of that Tax Liability.