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 Sellers under paragraph 2, a Group Company either is immediately entitled at the due date for the making of that payment to recover from any person (not being a Group Company or the Sellers, but including any Tax Authority) any sum in respect of the liability that has resulted in that payment becoming due from the Sellers, or at some subsequent date becomes entitled to make such a recovery, then the Buyer shall procure that the Group Company entitled to make that recovery shall (in either of those cases) notify the Sellers of its entitlement and shall within a reasonable period of it becoming aware of the entitlement, if so required by the Sellers, take all appropriate steps to enforce that recovery (keeping the Sellers fully informed of the progress of any action taken) and shall if the Sellers has made a payment under paragraph 2 in respect of the Liability in question account to the Sellers for whichever is the lesser of: 6.1.1 any sum so recovered (including any interest or repayment supplement paid by the Tax Authority or other person on or in respect thereof less any Tax chargeable on the relevant Group Company in respect of that interest); and 6.1.2 the amount paid by the Sellers under paragraph 2 in respect of the liability in question, Provided that neither the Group Company nor the Subsidiary Undertaking shall be required to take such steps unless the Sellers agrees to indemnify and secure it to the reasonable satisfaction of the Buyer for all losses, costs, damages and expenses occurred in seeking such recovery.

RECOVERY FROM OTHER PERSONS. If, 5.1 If after any Seller has irrevocably and unconditionally satisfied in the event of full any payment becoming due from the Sellers liability under paragraph 2, a Group 2.1 the Company either is immediately entitled at the due date for the making of that payment to recover from any some other person (not being a member of the Buyer’s Group Company or the Sellers, but including any Tax Authority) any sum in respect of the any tax liability that has resulted in that payment becoming due from a liability of a Seller under paragraph 2 or under the SellersTax Warranties, or at some subsequent date subsequently becomes entitled to make such a recovery, then the Buyer shall procure that the Group Company entitled to make that recovery shall (in either of those cases) as soon as reasonably practicable after becoming aware of such entitlement notify the Sellers Seller(s) in question of its entitlement and shall within a reasonable period of it becoming aware of the entitlementshall, if reasonably and promptly so required by the Sellerssuch Seller(s) in writing, and subject first to being fully indemnified to its reasonable satisfaction by such Seller(s) in respect of all Losses it may thereby incur, take all appropriate reasonable steps to enforce that recovery (keeping the Sellers fully such Seller(s) informed of the progress of any action taken) and shall if the Sellers has made a payment under paragraph 2 in respect of the Liability in question account to the Sellers such Seller(s) for whichever is the lesser of: 6.1.1 (A) any sum so recovered (including any interest or repayment supplement paid by the a Tax Authority or other person on or in respect thereof relating to the period after receipt of the relative payment from such Seller(s)) less any Tax tax chargeable on the relevant Group Company in respect of that interest)the sum so recovered; and 6.1.2 (B) the amount paid or due by the Sellers under such Seller(s) pursuant to paragraph 2 in respect of the tax liability in question, Provided that neither the Group Company nor the Subsidiary Undertaking shall be required to take such steps unless the Sellers agrees to indemnify and secure it to the reasonable satisfaction of the Buyer for all losses, costs, damages and expenses occurred in seeking such recovery.

RECOVERY FROM OTHER PERSONS. If, in If after the event Sellers have satisfied any --------------------------- liability of any payment becoming due from the Sellers under paragraph 2, a Group clause 2.1 the Company either is immediately entitled at the due date for the making of that payment to recover from any some other person (not being a Group Company or the Sellers, but including any Tax Authority) any sum in respect of the tax liability that has resulted in that payment becoming due from the Sellersrelevant liability of the Sellers aforesaid, or at some subsequent date subsequently becomes entitled to make such a recovery, then the Buyer shall procure that the Group Company entitled to make that recovery shall (in either of those cases) as soon as reasonably practicable notify the Sellers of its entitlement and shall within a reasonable period of it becoming aware of the entitlementshall, if so reasonably required by the SellersSellers in writing within thirty (30) days of the date such notification is given by the Buyer and subject first to being indemnified and secured to its reasonable satisfaction by the Sellers in respect of all losses, costs, damages and expenses it may thereby incur, take all appropriate reasonable steps to enforce that recovery (keeping the Sellers fully informed of the progress of any action taken) and shall if the Sellers has made a payment under paragraph 2 in respect of the Liability in question account to the Sellers for whichever is the lesser of: 6.1.1 (a) any sum so recovered (including any interest or repayment supplement paid by the Tax Authority relating to the period after receipt of the relevant payment from the Sellers or other person on or in respect thereof less any Tax tax chargeable on the relevant Group Company in respect of that interestthe sum so recovered); and 6.1.2 (b) the amount paid by the Sellers under paragraph pursuant to clause 2 in respect of the tax liability in question, Provided that neither the Group Company nor the Subsidiary Undertaking shall be required to take such steps unless the Sellers agrees to indemnify and secure it to the reasonable satisfaction of the Buyer for all losses, costs, damages and expenses occurred in seeking such recovery.