Common use of RECOVERY FROM OTHER PERSONS Clause in Contracts

RECOVERY FROM OTHER PERSONS. 55.1 If the Company 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 Company 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: 55.1.1 the amount so recovered (less any reasonable losses, costs, 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 55.1.2 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. 55.2 If the Purchaser becomes aware that the Company 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 Company, 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 Company, at the Vendor's cost and expense, takes such action as the Vendor may reasonably and promptly request to effect such recovery. 55.3 The action which the Vendor may request the Company to take under PARAGRAPH 10.2 does not include: 55.3.1 any action which the Purchaser reasonably considers to be materially prejudicial to the business or Taxation affairs of the Company, the Purchaser or any Purchaser Group Member; or 55.3.2 allowing the Vendor to undertake the conduct of any action necessary to effect recovery of the amount in question.

RECOVERY FROM OTHER PERSONS. 55.1 9.1 If the Company a Group Member recovers from any other person (including any Taxation Authority but excluding the Purchaserany Buyer’s Associate, any other Purchaser Group Member and any officer or employee member of any such companythe same group of companies as the Buyer) any amount which is referable to a Liability to Taxation or other liability of the Company Group Member which has resulted in respect of which the Vendor has made or may result in a payment being made by the Management Sellers under PARAGRAPH 2paragraph 2 or the Taxation Warranties, the Purchaser Buyer will repay to the Vendor Management Sellers within 10 15 Business Days of the receipt thereof the lesser of: 55.1.1 9.1.1 the amount so recovered (including any related interest or related repayment supplement) (less any reasonable losses, costs, damages and reasonable expenses incurred by the Companyrelevant Group Member, the Purchaser Buyer or any other member of the same group of companies as the Purchaser Buyer as a result of the recovery of that amount); and 55.1.2 9.1.2 the amount paid by the Vendor Management Sellers under PARAGRAPH 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 Management Sellers under any provision of this Agreement or otherwise. 55.2 9.2 If the Purchaser Buyer becomes aware that the Company any Group Member is entitled to recover any amount mentioned in PARAGRAPH 10.1paragraph 9.1, the Purchaser Buyer will as soon as reasonably practicable (and in any event within 20 Business Days) give written notice of that fact to the Vendor Management Sellers and provided that the Vendor indemnifies and secures Management Sellers indemnify the Companyrelevant Group Member, the Purchaser Buyer and all other Purchaser Group Members members of the same group of companies as the Buyer to the reasonable satisfaction of the Purchaser Buyer against all reasonable losses, costs, damages and reasonable expenses which may be incurred thereby, the Purchaser Buyer will procure that the Companyrelevant Group Member, at the Vendor's Management Sellers’ cost and expense, takes such action as the Vendor Management Sellers may reasonably and promptly request to effect such recovery. 55.3 9.3 The action which the Vendor Management Sellers may request the Company a Group Member to take under PARAGRAPH 10.2 paragraph 9.2 does not include: 55.3.1 9.3.1 any action which the Purchaser Buyer reasonably considers to be materially prejudicial to the business or Taxation affairs of the Companyany Group Member, the Purchaser Buyer or any Purchaser Group Memberother member of the same group of companies as the Buyer; or 55.3.2 9.3.2 allowing the Vendor Management Sellers to undertake the conduct of any action necessary to effect recovery of the amount in question. 9.4 Any recovery or right to make a recovery from another person shall not be taken into account for the purposes of this paragraph 9 to the extent that it has already been taken into account in calculating (and so reducing) the quantum of damages relating to any breach of any Taxation Warranties in respect of which the Management Sellers have made, or are liable to make, payment to the Buyer.

RECOVERY FROM OTHER PERSONS. 55.1 10.1 If the Company 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 Company 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: 55.1.1 10.1.1 the amount so recovered (less any reasonable losses, costs, damages and expenses incurred by the CompanyGroup 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 55.1.2 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. 55.2 10.2 If the Purchaser becomes aware that the Company 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 CompanyGroup 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 CompanyGroup Member, at the Vendor's cost and expense, takes such action as the Vendor may reasonably and promptly request to effect such recovery. 55.3 10.3 The action which the Vendor may request the Company a Group Member to take under PARAGRAPH 10.2 does not include: 55.3.1 10.3.1 any action which the Purchaser reasonably considers to be materially prejudicial to the business or Taxation affairs of the CompanyGroup, the Purchaser or any Purchaser Group Member; or 55.3.2 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. 55.1 If 7.1 If, in the event of any payment becoming due from a Covenantor under clause 2 (COVENANT), a Swiss Group Company recovers or a US Group Company either is immediately entitled at the due date for the making of that payment to recover from any other person (not being any member of the Purchasers’ Group but including any Taxation Authority but excluding Tax Authority) (other than by reason of the Purchaser, any other Purchaser use of a Purchasers’ Relief or a right to a repayment of Tax which has been treated as an asset of a Group Member and any officer or employee of any such companyCompany in the Completion Accounts) any amount which is referable to a Liability to Taxation or other liability of the Company 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 Vendor 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 PARAGRAPH 2clause 2 (COVENANT) in respect of the Tax Liability or liability in respect of Tax in question, the relevant Purchaser will repay shall account to the Vendor within 10 Business Days of the receipt thereof relevant Covenantor for whichever is the lesser of:of:- 55.1.1 the amount 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 reasonable losses, costs, damages and expenses incurred by Tax chargeable on the Company, the Purchaser relevant Swiss Group Company or US Group Company thereon or any other member Tax which would be chargeable thereon but for the availability of the same group any Purchasers’ Relief and less any costs of companies as the Purchaser as a result of the recovery of that amount)not already reimbursed pursuant to this clause 7.1; and 55.1.2 B. the amount paid by the Vendor relevant Covenantor under PARAGRAPH clause 2 (COVENANT) in respect of the that Tax Liability to Taxation or other liability in question less any part respect of such amount previously repaid to the Vendor under any provision of this Agreement or otherwiseTax. 55.2 If the Purchaser becomes aware that the Company 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 Company, the Purchaser and all other Purchaser 7.2 The steps which a Covenantor may require a relevant 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 Company, at the Vendor's cost and expense, takes such action as the Vendor may reasonably and promptly request to effect such recovery. 55.3 The action which the Vendor may request the Company to take under PARAGRAPH 10.2 does not include: 55.3.1 any action which clause 7.1 above shall be decided upon by the relevant Covenantor acting in good faith. If the relevant Purchaser reasonably considers shall disagree with procuring the relevant Group Company to be materially prejudicial to the business or Taxation affairs of the Companytake such a step, the relevant Covenantor and the relevant Purchaser or shall discuss the matter in good faith and with a view to resolving the disagreement sensibly and in a timely manner. The Purchaser shall not be required to procure that the relevant Group Company take any step which, on an objective basis, it would be unreasonable to take in the circumstances then existing, taking into account the position of, on the one hand, the relevant Covenantor and, on the other hand, the relevant Purchaser and the relevant Group Member; orCompany. 55.3.2 allowing 7.3 If both the Vendor provisions of clause 6 (OVERPROVISIONS, RELIEFS AND REPAYMENTS), and this clause 7 (RECOVERY FROM OTHER PERSONS) would apply in respect of a repayment of Tax, the provisions of clause 6 (OVERPROVISIONS, RELIEFS AND REPAYMENTS) and not the provisions of this clause 7 (RECOVERY FROM OTHER PERSONS) shall apply in relation to undertake the conduct of any action necessary to effect recovery of the amount in questionit.

RECOVERY FROM OTHER PERSONS. 55.1 10.1 If a Group Member, the Company Buyer or any member of the Buyer's Group recovers from any other person (including any Taxation Authority but excluding other than under the Purchaser, any other Purchaser Group Member Warranty and any officer or employee of any such companyIndemnity Insurance) any amount which is referable to a Liability to Taxation or other liability of the Company Group Member in respect of which the Vendor has Share Sellers or any of them have made a payment under PARAGRAPH 2, paragraph 2 or in respect of the Purchaser Taxation Warranties then the amount of such recovery shall be apportioned to the Share Sellers in their Relevant Proportions and the Buyer will repay to the Vendor within 10 Business Days each of the receipt thereof Share Sellers the lesser of: 55.1.1 10.1.1 that Share Seller apportioned amount or the amount so recovered (less its Relevant Proportion of any reasonable losses, costs, damages costs and expenses incurred by the Companyrelevant Group Member, the Purchaser Buyer or any other member of the same group of companies as Buyer's Group in obtaining the Purchaser as a result of the recovery of that amountrecovery); and 55.1.2 10.1.2 the amount paid by that Share Seller under paragraph 2 in respect of the Vendor under PARAGRAPH 2 Taxation Warranties or in respect of the Liability to Taxation or other liability in question less any part of such amount previously repaid to the Vendor that Share Seller under any provision of this Agreement or otherwise. 55.2 10.2 If the Purchaser Buyer becomes aware that the Company any Group Member is entitled to recover any amount mentioned in PARAGRAPH paragraph 10.1, the Purchaser Buyer will as soon as reasonably practicable give written notice of that fact to each of the Vendor Share Sellers and provided that the Vendor indemnifies Share Sellers reasonably indemnify in their Relevant Proportions the relevant Group Member and secures the Company, the Purchaser and all other Purchaser Group Members to the reasonable satisfaction of the Purchaser Buyer against all reasonable losses, costs, damages costs and expenses which may be incurred thereby, the Purchaser Buyer will procure that the Companyrelevant Group Member, at the Vendor's Share Sellers' cost and expense, takes such action as the Vendor Share Sellers may reasonably and promptly request to effect such recovery. The provisions of paragraph 7.8 apply in relation to requests made under this paragraph 10.2 as they apply to requests made under paragraph 7. 55.3 The action which the Vendor may request the Company to take under PARAGRAPH 10.2 does not include: 55.3.1 any action which the Purchaser reasonably considers to be materially prejudicial to the business or Taxation affairs of the Company, the Purchaser or any Purchaser Group Member; or 55.3.2 allowing the Vendor to undertake the conduct of any action necessary to effect recovery of the amount in question.

RECOVERY FROM OTHER PERSONS. 55.1 7.1 If any payment becomes due from the Seller under paragraph 2 and the Group Company recovers concerned or the Purchaser either: 7.1.1 is immediately entitled at the due date for the making of that payment to recover from any some other person (person, except another Group Company or an employee, supplier or customer of the Group Company or a member of the Purchaser’s Group, but including any Taxation Authority but excluding the PurchaserTax Authority, 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 Company sum in respect of which the Vendor Liability for Taxation that has made resulted in that payment becoming due from the Seller; or 7.1.2 becomes entitled at some subsequent date to make such a payment under PARAGRAPH 2recovery, the Purchaser will repay shall, or shall procure that the relevant Group Company shall, promptly notify the Seller of its entitlement and shall, if so required by the Seller and at the Seller’s expense, take or procure that the relevant Group Company shall take, all reasonably appropriate steps to enforce that recovery (keeping the Seller fully informed of the progress of any action taken) except where such recovery would harm the reasonable commercial interest of the Group Company or a member of the Purchaser’s Group, and the Purchaser shall account to the Vendor within 10 Business Days of the receipt thereof Seller for whichever is the lesser of: 55.1.1 the amount (a) 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) after deduction of all reasonable losses, costs, damages costs and expenses properly 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)relevant Group Company in enforcing such recovery; and 55.1.2 (b) the aggregate of the amount paid by the Vendor under PARAGRAPH Seller pursuant to paragraph 2 in respect of the Liability to for Taxation in question and any interest (after Tax) and any repayment supplement paid by the Tax Authority or other liability person in question less any part respect of such amount previously repaid to the Vendor under any provision of this Agreement or otherwisesum recovered. 55.2 If 7.2 Neither the Purchaser becomes aware that nor the Group Company is entitled concerned shall be required to recover take or procure the taking of any amount mentioned in PARAGRAPH 10.1, the Purchaser will as soon as reasonably practicable give written notice of that fact steps pursuant to the Vendor and provided that the Vendor indemnifies and secures the Company, paragraph 6.1 unless the Purchaser and all other Purchaser the relevant Group Members Company is each promptly (and in any event within 20 Business Days of the Seller having been notified of the relevant entitlement) indemnified to the their reasonable satisfaction of by the Purchaser against Seller in relation to all reasonable losses, potential costs, damages expenses and expenses which may be incurred thereby, the Purchaser will procure fees that the Company, at the Vendor's cost and expense, takes such action as the Vendor may reasonably and promptly request to effect such recoveryare thereby incurred. 55.3 The action which the Vendor may request the Company to take under PARAGRAPH 10.2 does not include: 55.3.1 any action which the Purchaser reasonably considers to be materially prejudicial to the business or Taxation affairs of the Company, the Purchaser or any Purchaser Group Member; or 55.3.2 allowing the Vendor to undertake the conduct of any action necessary to effect recovery of the amount in question.