Common use of RECOVERY FROM OTHER PERSONS Clause in Contracts

RECOVERY FROM OTHER PERSONS. 11.1 If the Company recovers from any other person (including any Taxation Authority but excluding the Purchaser, any other member of the same group of companies as the Purchaser 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 the lesser of: 11.1.1 the amount so recovered (less any losses, costs, Taxation, 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 11.1.2 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. 11.2 If the Purchaser becomes aware that the Company is entitled to recover any amount mentioned in paragraph 11.1, the Purchaser will as soon as reasonably practicable give notice of that fact to the Vendor and provided that the Vendor indemnifies the Company, the Purchaser and all other members of the same group of companies as the Purchaser to the reasonable satisfaction of the Purchaser against all 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 request to effect such recovery.

RECOVERY FROM OTHER PERSONS. 11.1 4.1 If the Operating Company recovers from any other person (including any Taxation Authority authority but excluding the Purchaser), any other member of the same group of companies as the Purchaser and any officer or employee of any such company) any amount which is referable to a Liability liability to Taxation or other liability of the Operating Company in respect of which the Vendor Covenantor has made a payment under paragraph Clause 2, the Purchaser will repay to the Vendor Covenantor the lesser of:of:- 11.1.1 4.1.1 the amount so recovered (less any losses, costs, Taxation, damages and expenses incurred by the Operating 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 11.1.2 4.1.2 the amount paid by the Vendor Covenantor under paragraph Clause 2 in respect of the Liability liability to Taxation or other liability in question less any part of such amount previously repaid to the Vendor Covenantor under any provision of this Agreement. 11.2 agreement or otherwise. If the Purchaser becomes aware that the Operating Company is entitled to recover any amount mentioned in paragraph 11.1Clause 4.1, the Purchaser will as soon as reasonably practicable give notice of that fact to the Vendor Covenantor, and provided that the Vendor Covenantor indemnifies and secures the Operating Company, the Purchaser and all other members of the same group of companies as the Purchaser to the reasonable satisfaction of the Purchaser against all losses, costs, damages and expenses which may be incurred thereby, the Purchaser will procure that the Operating Company, at the Vendor’s Covenantor's cost and expense, takes such action as the Vendor Covenantor may reasonably and promptly request to effect such recovery.

RECOVERY FROM OTHER PERSONS. 11.1 9.1 If the Company recovers from any other person (including any Taxation Authority but excluding the Purchaser, any other member of the same group of companies as the Purchaser 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 the lesser of: 11.1.1 9.1.1 the amount so recovered (less any losses, costs, Taxation, 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 11.1.2 9.1.2 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 AgreementAgreement or otherwise. 11.2 9.2 If the Purchaser becomes aware that the Company is entitled to recover any amount mentioned in paragraph 11.1, 9.1 the Purchaser will as soon as reasonably practicable give notice of that fact to the Vendor and provided that the Vendor indemnifies and secure the Company, the Purchaser and all other members of the same group of companies as the Purchaser to the reasonable satisfaction of the Purchaser against all losses, costs, damages and expenses which may be incurred thereby, the Purchaser will procure that the Company, at the Vendor’s 's cost and expense, takes such action as the Vendor may reasonably and promptly request to effect such recovery. 9.3 The action which the Vendor may request the Company to take under paragraph 9.2 does not include: 9.3.1 any action which the Purchaser considers to be materially prejudicial to the business or Taxation affairs of the Company, the Purchaser or any other member of the same group of companies as the Purchaser or to which the Purchaser object on any other reasonable ground; or 9.3.2 allowing the Vendor to undertake the conduct of any action necessary to effect recovery of the amount in question.