Recovery from Third Parties Clause Samples
The "Recovery from Third Parties" clause establishes the right of a party to seek compensation or reimbursement from external parties responsible for causing loss or damage. In practice, this clause typically applies when one party suffers a loss due to the actions of a third party, and it allows the affected party to pursue recovery from that third party, sometimes requiring the other contracting party to assist in such efforts or to share in any recovered amounts. The core function of this clause is to ensure that liability and financial responsibility are appropriately allocated, preventing double recovery and clarifying the process for handling third-party claims.
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Recovery from Third Parties. 6.1 Where the Sellers have paid an amount in full discharge of a liability under paragraph 2 in respect of any Liability for Taxation and the Buyer, the Company is or becomes entitled to recover from some other person (not being the Buyer, the Company or any other company within the Buyer’s Tax Group), any amount in respect of such Liability for Taxation, the Buyer shall or shall procure that the Company shall:
(a) notify the Sellers of its entitlement as soon as reasonably practicable; and
(b) if required by the Sellers and, subject to the Buyer, the Company being indemnified by the Sellers against any Tax that may be suffered on receipt of that amount and any costs and expenses incurred in recovering that amount, take or procure that the Company takes all reasonable steps to enforce that recovery against the person in question (keeping the Sellers fully informed of the progress of any action taken), provided that the Buyer shall not be required to take any action pursuant to this paragraph 6.1 (other than an action against:
(i) a Taxation Authority; or
(ii) a person who has given Tax advice to the Company on or before Completion), which, in the Buyer’s reasonable opinion, is likely to harm its, the Company’s commercial relationship (potential or actual) with that or any other person.
6.2 If the Buyer, the Company recovers any amount referred to in paragraph 6.1, the Buyer shall account to the Sellers for the lesser of:
(a) any amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of that amount and any costs and expenses incurred in recovering that amount (save to the extent that amount has already been made good by the Sellers under paragraph 6.1(b)); and
(b) the amount paid by the Sellers under paragraph 2 in respect of the Liability for Taxation in question.
Recovery from Third Parties. 11.1 If
11.1.1 the Seller makes a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”);
11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”);
11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and
11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum.
11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sum.
Recovery from Third Parties. When an employee disability arises in circumstances which involve a claim against a Third Party, the employee agrees to include in his/her Statement of Claim, the total amount of I.P.P. benefits which have been paid to him/her in respect of the disability. In the event that recovery is made, the employee agrees to repay to the Employer the full amount of the recovery made in respect of IPP benefits.
Recovery from Third Parties. 7.1 If, in respect of any matter which gives rise to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim), the Purchaser or any member of the Purchaser Group recovers from any other person (including an insurer), the amount of the Claim shall be reduced by the amount so recovered (less all reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid).
7.2 If any member of the Seller Group pays at any time to any member of the Purchaser Group an amount pursuant to a Claim (which for the purposes of this paragraph shall not include a Tax Covenant Claim) and any member of the Purchaser Group subsequently recovers from some other person any sum in respect of any matter giving rise to such Claim, (A) any remaining outstanding amount of the Claim shall be reduced by the sum recovered (including interest, if any, and deducting reasonable costs, charges and expenses incurred by the Purchaser and any member of the Purchaser Group in recovering such amount and including, where that recovery is under a policy of insurance, the excess paid) (the “Recovery Amount”) and (B) upon receiving such recovery, repay to such member of the Seller Group the lesser of (i) the amount paid by such member of the Seller Group to the relevant member of the Purchaser Group in respect of such Claim and (ii) any balance of the Recovery Amount not utilized in the reduction required under (A) (i.e., the difference between the Recovery Amount and any remaining outstanding amount of the Claim).
7.3 The members of the Purchaser Group shall take reasonable steps to enforce recoveries from any persons other than members of the Seller Group in respect of any matter giving rise to a Claim.
7.4 If any amount is repaid to a member of the Seller Group in accordance with this paragraph 7, the amount so repaid shall be deemed to have never been paid by such member of the Seller Group.
Recovery from Third Parties. If:
(a) the Seller makes a payment in respect of a Warranty Claim (the Damages Payment), including a payment to the Purchaser, the Company or any member of the Purchaser’s Group under any term of this agreement, any of the Operational Agreements, the 21CF Financial Envelope or any other document entered into pursuant hereto or thereto;
(b) at any time after the making of such payment the Company, the Purchaser or any member of the Purchaser’s Group receives any sum other than from the Seller which would not have been received but for the matter or circumstance giving rise to that Warranty Claim (the Third Party Sum);
(c) the receipt of the Third Party Sum was not taken into account in calculating the Damages Payment; and
(d) the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the loss or liability which gave rise to the Warranty Claim in question (such excess being the Excess Recovery), the Purchaser shall, promptly following receipt of the Third Party Sum by it or the Company, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment.
Recovery from Third Parties. Whenever the Fund has an obligation to provide indemnification under this Section 10.5 and the subject Indemnitee is entitled to indemnification with respect to the same matter from any third party, whether through insurance, pursuant to contract or otherwise, the Investment Manager shall be subrogated to such indemnity and shall use its commercially reasonable efforts to seek recovery from such third party indemnitor.
Recovery from Third Parties. You may waive your rights of recovery against any party in writing before an accident.
Recovery from Third Parties. 4.1 Where the Purchaser or the Company is at any time entitled to recover from some other person (not being the Purchaser or any member of the Purchaser's Group) (Third Party) any sum in respect of any matter giving rise to a Relevant Claim, the Purchaser shall take all reasonable steps to enforce such recovery before making a Relevant Claim.
4.2 If the Purchaser recovers any amount from a Third Party, the amount of the Relevant Claim shall then be reduced by the amount recovered (less all reasonable costs, charges and expenses incurred by the Purchaser in recovering that sum from such Third Party) or be extinguished if the amount recovered exceeds the amount of the Relevant Claim.
4.3 If the Seller at any time pay to the Purchaser an amount pursuant to a Relevant Claim and the Purchaser subsequently becomes entitled to recover from a Third Party any sum in respect of the matter giving rise to such Relevant Claim, the Purchaser shall take all reasonable steps to enforce such recovery, and shall repay to the Seller as soon as practicable so much of the amount paid to the Purchaser as does not exceed the sum recovered from such Third Party (less all reasonable costs, charges and expenses incurred by the Purchaser in recovering that sum from such Third Party).
Recovery from Third Parties. 6.1 If an Acquired Company is entitled to recover from any Person (other than the Purchasers or another Acquired Company or any employee of an Acquired Company, but including any Tax Authority) any sum in respect of any Tax Liability to which paragraph 2.1 of this Schedule applies (or which relates to a breach of paragraph 20 of Schedule 5 (The Sellers’ Warranties)), the Purchasers shall procure that the Acquired Company shall:
(a) promptly notify the Sellers of all relevant details concerning such entitlement after such Acquired Company becomes aware thereof;
(b) take all appropriate steps to enforce recovery under such entitlement (if so required by the Sellers and at the Sellers’ expense);
(c) keep the Sellers fully informed of the progress of any such action for the purpose of making recovery in accordance with this paragraph 6.1; and
(d) promptly pay to the Sellers the sum equal to the lesser of (after taking into account all costs and expenses incurred in making any recovery to the extent that such costs and expenses have not already been recovered from the Sellers):
(i) any amount so recovered (together with an amount equal to any interest payment or repayment supplement received by the Acquired Company in connection with the recovery); and
(ii) the amount already paid by the Sellers in respect of such Tax Liability under paragraph 2.1 of this Schedule or for breach of paragraph 20 of Schedule 5 (The Sellers’ Warranties).
6.2 If any amount recovered (the “Recovered Amount”) by any Acquired Company in accordance with paragraph 6.1 of this Schedule exceeds any payment made to the Sellers under paragraph 6.1(d) (the “Payment Amount”) then an amount equal to the difference between the Payment Amount and the Recovered Amount shall be set off against the liability of the Sellers in respect of any future claims under this Schedule or for breaches of paragraph 20 of Schedule 5 (The Sellers’ Warranties).
Recovery from Third Parties. 11.1 Without prejudice to the provisions of paragraphs 11.2 and 11.3, but subject to paragraphs 11.4 and 11.5, where an Indemnified Party has, or in the reasonable opinion of the Indemnifying Party may have, any claim against any third party in relation to any matter in respect of which it is or may be entitled to indemnification under the RB Indemnities or the Mutual Indemnities (as the case may be), such Indemnified Party agrees, at the option of the Indemnifying Party, either:
(A) to assign to the Indemnifying Party the conduct of such claim; or
(B) to take all reasonable steps to enforce such claim against such third party; and
(C) to reimburse to the Indemnifying Party the net amount, after deducting Costs of recovery, recovered from such third party in respect of such claim to the extent that such Indemnifying Party has paid an amount in relation to such indemnity to such Indemnified Party in respect of the matters the subject of such claim.
11.2 The Costs of the Indemnified Party incurred in enforcing any claim against any third party as is referred to in paragraph (i) shall form a part of the entitlement to be indemnified.
11.3 In any event, the Indemnifying Party shall be entitled at any stage and at its sole discretion to settle any such third party assessment or claim.
11.4 The provisions of this paragraph 11 shall only apply in respect of a claim or series of connected claims the aggregate amount claimed by the Indemnified Party in respect of which is greater than £[***].
11.5 Neither RB nor Indivior shall be required under this paragraph 11 to take any steps in relation to any claim or possible claim against any third party if it reasonably considers that the taking of such steps would or would be reasonably likely to cause material damage to any business relationship it has with that third party or with any other person.