Common use of RECOVERY FROM OTHER PERSONS Clause in Contracts

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. 8.1 If: (a) If the Target Company, the Purchaser or any other member of the Buyer is entitled to recover Purchaser’s Group recovers from any other person, person (including a any Tax Authority but excluding the TargetPurchaser, any other member of the Purchaser’s Group or any insurance company that the Company has an insurance policy with) any sum actual monetary amount which is referable to a Liability to Taxation or other liability of the Company 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 made a payment 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 full under paragraph 2 (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 Covenant) 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 Purchaser will repay to the Seller the lesser of: (i) the amount so recovered (less any costs and expenses reasonably and properly incurred by the Buyer within seven days Company, the Purchaser or any other member of the Purchaser’s Group as a result of the recovery of that amount and also less any Taxation paid or payable as a result of such recovery (provided that or which would have been paid or payable but for the availability of any Purchaser’s Relief) except to the extent already recovered from the Seller under paragraph 11(b) or otherwise); and (ii) the amount paid to by the Seller under this paragraph 8.2 shall not exceed the amount of the payment made by the Seller pursuant to this Schedule 2 (Covenant) or to satisfy a claim for breach of any of the Tax Warranties (which for the avoidance net of doubt will include any costs which the Seller has paid under this paragraph 8.2Taxation suffered thereon) in respect of the Tax Liability to Taxation or other liability in question less any part of such amount previously repaid to the Seller under any provision of this Schedule Agreement or elsewhere otherwise. (b) If the Purchaser becomes aware that the Company is entitled to recover any amount mentioned in paragraph 11(a), the Purchaser will as soon as reasonably practicable give notice of the fact to the Seller and provided that the Seller indemnifies the Company, the Purchaser and all other members of the Purchaser’s Group against all costs and expenses which may be reasonably and properly incurred thereby, the Purchaser shall or shall procure that the Company shall use all reasonable endeavours to effect such recovery. (c) The action which the Seller may request the Company to take under this agreement)paragraph 11(b) does not include: (i) any action which is unlawful; (ii) any action to the extent that the Purchaser can demonstrate to the Seller (acting reasonably) that such action will materially increase the liability to Tax of the Company, the Purchaser or any other member of the Purchaser’s Group or will be materially prejudicial to the business or Taxation affairs of the Company, the Purchaser or any other member of the Purchaser’s Group; or (biii) if allowing the Seller (or any claim has been made person nominated by them) to undertake the conduct of any action necessary to effect recovery of the amount in question. (d) To the extent that the amount recoverable by the Buyer Company from any person referred to in paragraph 11(a) above is, and can reasonably be demonstrated by the Seller to be less than it would have been had the Company taken action against such person at the same time as it commenced action against the Seller in respect of the relevant Liability to Taxation or Tax Warranty Liability, the Purchaser will pay to the Seller the shortfall between the amount actually recovered by it from any person referred to in paragraph 11(a) and the sum reasonably demonstrated by the Seller that could have been recovered from such person, save that the total amount paid to the Seller by the Purchaser pursuant to paragraph 11(a) and this Schedule but paragraph in respect of the relevant Liability to Taxation or Tax Warranty Liability shall not exceed the amount referred to in paragraph 11(a)(ii) above. (e) Paragraph 11(d) shall not apply to the extent that the reason for any delay by the Company in taking action against any person referred to in paragraph 11(a) arises as a result of the Seller acting unreasonably in respect of the settlement of any Liability to Taxation or other liability in respect of which the Seller is liable under paragraph 2 (Covenant) or for breach of the Tax Warranties or, as a result of the Seller’s failure to pay to the Purchaser any sums due to it in accordance with paragraph 5 of this Schedule. (f) The provisions of this paragraph 11 will not apply if the Liability for Taxation or Tax Warranty Liability in respect of which the Seller has not at made a payment to the time Purchaser under paragraph 2 (Covenant) or for breach of the recovery made payment in respect thereof, the amount shall be set against and reduce pro tanto the claim against the SellerTax Warranties relates to transfer pricing.

RECOVERY FROM OTHER PERSONS. 8.1 4.1 If: (a) , before the Target Sellers pay an amount in discharge of any liability under paragraph 1 or in respect of any breach of a Tax Warranty, the Buyer or any member of the Buyer’s Group recovers or obtains or is entitled to recover or obtain from some other person (not being a member of the Buyer’s Tax Group, a Company, N/C+ or Onet or their Subsidiaries but including any Tax Authority) (other than by reason of the use of a Buyer’s Relief) any sum, reimbursement or refund (including any set-off of such a sum, reimbursement or refund against any payment by a Company to the relevant 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 liability in relation to which the Sellers would be liable under paragraph 1 or in respect of a breach of the Tax Warranties; and (b) the Seller has first agreed to indemnify , the Buyer shall (to the extent it has sufficient control to do so), at the Sellers’ expense, procure that, before steps are taken to enforce a claim against the Sellers, reasonable steps are taken to enforce the recovery against the third party and any actual recovery (less any reasonable costs incurred in obtaining such recovery not already reimbursed pursuant to this paragraph 4.1 and less any Tax chargeable on the Target Buyer, the relevant Company or the relevant member of the Buyer’s Group or any Tax which would be chargeable thereon but for the availability of any Buyer’s Relief) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery. 4.2 If after the Sellers have satisfied in full any liability under paragraph 1 or in respect of any breach of a Tax Warranty, the Company has recovered or obtained or is entitled to recover or obtain from some other person (not being a member of the Buyer’s Tax Group, a Company, N/C+ or Onet or their Subsidiaries but including any Tax Authority) (other than by reason of the use of a Buyer’s Relief) any sum, reimbursement or refund (including any set-off of such a sum, reimbursement or refund against any payment by the Company to the relevant other person) in respect of the Tax that may be suffered on receipt of that sum and all reasonable costs, expenses and losses liability in relation to which the Buyer and the Target may properly incur Sellers were liable under paragraph 1 or in connection with the taking respect of a breach of the following action; Tax Warranties, then the Buyer shall, at the Sellers’ expense, (to the extent it has sufficient control to do so) cause the Company to (in any of those cases) as soon as reasonably practicable (and in any case within 15 Business Days) after becoming aware of the Company’s so recovering or obtaining, or of such entitlement, notify the Sellers of the same and (in the case of an entitlement to so recover or obtain) shall or shall procure that (to the Target shall extent it has sufficient control to do so), if so required by the Sellers in writing, and subject first to being fully indemnified by the Sellers on an after-tax basis in respect of all Losses it may thereby incur, take all reasonable steps to enforce the recovery against the person in question such entitlement (keeping the Seller Sellers fully informed of the progress of any action taken). 8.2 If 4.3 When a recovery is made under paragraph 4.2, to the Target extent such amount has not already been taken into account under paragraph 2.1(c) or 3, the Buyer shall account to the Sellers for whichever is the lesser of: (a) any amount so recovered or obtained (including any interest or repayment supplement paid by a Tax Authority relating to the period after receipt of the relevant payment from the Sellers) less any Tax (if any) chargeable on the relevant Company, the Buyer or the Buyer recovers from relevant member of the Buyer’s Group (or any third party Tax which would be chargeable thereon but for the availability of any sum Buyer’s’ Relief) in respect of the amount so recovered or obtained; and (b) the amount paid by the Sellers pursuant to paragraph 1 or 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 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 Sellerquestion.

RECOVERY FROM OTHER PERSONS. 8.1 If12.1 If the Buyer or the Target recovers from any other person any amount which is referable to a liability of the Target in respect of which the Warrantors are liable to make a payment (but have not made such payment) under this Tax Covenant or in respect of the Tax Warranties, the amount that the Warrantors are so liable to pay shall be reduced by an amount equal to the amount so recovered less any Tax chargeable on the Target or the Buyer in respect of the amount recovered and all liabilities (including additional Tax) and any reasonable costs or expenses properly incurred by the Target and the Buyer in obtaining recovery of the sum. 12.2 If before the seventh anniversary of Completion: (a) the Target or Warrantors have made a payment to the Buyer is entitled to recover from any other person, (including a under the Tax Authority but excluding the Target) any sum in respect Covenant and/or for breach of any matter to which this Schedule applies or in respect of the Tax Warranties; and (b) the Seller has first agreed Target either is immediately or subsequently becomes entitled to recover from any person (including any Tax Authority but excluding a member of the Buyer’s Group) any sum in respect of that liability; and (c) the Warrantors indemnify the Buyer and the Target to the Buyer’s satisfaction against any Tax that liabilities (including additional Tax) and any reasonable costs or expenses which may be suffered on receipt of properly incurred in taking steps to enforce that sum and all reasonable costsrecovery, 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 that recovery requested by the recovery against Warrantors and shall keep the person in question (keeping the Seller Warrantors fully informed of the progress of any action taken)requested by the Warrantors. 8.2 12.3 If the Target or the Buyer recovers from any the third party any sum referred to in paragraph 12.2(b), the Buyer shall pay to the Warrantors the lesser of: (a) any sum so recovered by the Target or the Buyer in respect of that liability (including any interest or repayment supplement paid by the Tax Authority or other person on or in respect of that sum) less any Tax chargeable on the Target or the Buyer in respect of the amount recovered and all liabilities (including additional Tax) and any reasonable costs and expenses properly incurred by the Target and the Buyer in obtaining recovery of the sum (and for which the Warrantors have not already made payment under paragraph 12.2(c)); and (b) the amount paid by the Warrantors under the Tax Covenant and/or for breach of any of the Tax Warranties in respect of that liability. 12.4 For the avoidance of doubt, this paragraph 12 shall not apply in respect of any amount recoverable in respect of a liability for which a claim could be or has been made against of the Seller pursuant to this Schedule or Warrantors under the Tax Covenant and/or for breach of any of the Tax Warranties an amount equal to the extent that that amount so recovered together with any interest or repayment supplement thereon (less is a Saving, in which case the reasonable costs incurred and an amount equal to any Taxation which arises as a direct result provisions 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 paragraph 11 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 Sellerapply.

RECOVERY FROM OTHER PERSONS. 8.1 If: (a) 5.1 If the Target or Sellers have paid the Buyer in full in respect of a Covenant Claim or pursuant to a claim for breach of the Tax Warranties and the Company is (within seven years of Completion) entitled to recover from any other person, third party (including a Tax Authority but excluding the TargetBuyer, any member of the Buyer’s Tax Group and/or any current or former office holder, employee or customer of the Buyer, any member of the Buyer’s Tax Group or the Company) any sum in respect of any the matter to which this Schedule applies or in respect of the Tax Warranties; and (b) payment made by 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 costsSellers relates, 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 Company shall take all reasonable steps such action as the Sellers may reasonably request in writing to enforce the such recovery against the person in question (keeping PROVIDED THAT the Seller fully informed of following conditions are adhered to: 5.1.1 the progress of any action taken). 8.2 If the Target or Sellers agree to pay to the Buyer recovers from any third party any sum and the Company 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 cleared funds an amount equal to any costs and expenses (excluding recoverable VAT) which are reasonably incurred by the amount Buyer and/or the Company in taking such action and the Buyer may send a written demand for payment of such costs and expenses once they have been incurred; and 5.1.2 neither the Buyer nor the Company shall be obliged to take any action pursuant to this paragraph 5 if, in the Buyer’s reasonable opinion, the action requested by the Sellers may materially prejudice the commercial position or the Tax affairs or liabilities of any member of the Buyer’s Tax Group or the Company or their dealings with any Tax Authority. 5.2 The Buyer shall account to the Sellers for any sum so recovered together with (including 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 person) less all costs (insofar as excluding recoverable VAT) and expenses of recovery to the extent not reimbursed previously paid by the Seller)) shall: (a) if Sellers and after deducting any Tax chargeable on the Seller has at the time Company in respect of the recovery made in question (or which would have been so chargeable but for the use or set-off of any payment pursuant to this Schedule or to satisfy a claim for breach of the Tax WarrantiesRelief), the amount shall be paid to the Seller by the Buyer within seven days of the recovery (provided that the amount paid to payable by the Seller Buyer under this paragraph 8.2 shall not exceed the amount of the payment made paid 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) Sellers in respect of the Tax Liability in question less any part of such amount previously repaid relevant Covenant Claim or pursuant 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 SellerTax Warranties.

RECOVERY FROM OTHER PERSONS. 8.1 6.1 If: (a) the a Target Group Company or the Buyer is entitled to recover from any other person, person (including a Tax Authority but excluding the TargetAuthority) any sum in respect of any matter to which covered by this Schedule applies 4 or in respect of the Tax Warranties; and (b) the Seller has Management Warrantors have first agreed to indemnify the Buyer and the relevant Target Group Company against any Tax that may be suffered on receipt of that sum and all reasonable costs, costs and expenses and losses which the Buyer and the relevant Target Group Company may reasonably and properly incur in connection with the taking of the following action; , then the Buyer shall or shall procure that the relevant Target Group Company shall take all reasonable steps to enforce the recovery against the person in question (keeping the Seller Management Warrantors fully informed of the progress of any action taken). 8.2 If 6.2 The Buyer shall inform the Management Warrantors’ Representative as soon as possible (and in any case, within 10 Business Days) on becoming aware of any potential entitlement of a Target Group Company or the Buyer recovers to recover from any person who is not a Management Warrantor any sum in respect of any matter covered by this Schedule 4 or the Tax Warranties for which the Management Warrantors are or may be liable to make a payment. 6.3 If a Target Group Company or the Buyer recover 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 Management Warrantors under this Schedule 4 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)reasonably and properly incurred) shall: (a) if the Seller has Management Warrantors have at the time of the recovery made any payment pursuant to under this Schedule or to satisfy a claim for breach 4 in respect of the Tax Warrantiesmatter, the amount shall be paid to the Seller Management Warrantors by the Buyer within seven days of the recovery (provided that the amount paid to the Seller Management Warrantors under this paragraph 8.2 6.3 shall not exceed the amount of the payment made by the Seller pursuant to Management Warrantors under this Schedule 4 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 agreementWarranties); or; (b) if any claim has been made by the Buyer pursuant to under this Schedule 4 or the Tax Warranties but the Seller has Management Warrantors have not at the time of the recovery made payment in respect thereofof that sum, the amount recovered shall be set against and reduce pro tanto the claim against the SellerManagement Warrantors. 6.4 No amount shall be dealt with or give rise to a payment from the Buyer under this paragraph 6 to the extent that any sum is taken into account in reducing any payment from, or gives rise to a repayment to, the insurer under the W&I Policy.