Common use of Recovery from Third Parties Clause in Contracts

Recovery from Third Parties. 8.1 In the event that the Sellers shall have made a payment to the Buyer in respect of any claim by the Buyer against the Sellers under this Schedule in respect of a Tax Liability or in respect of a breach of any of the Tax Warranties and any Buyer’s Group Undertaking is or may be entitled to recover or obtain a payment in respect of that Tax Liability from any person (other than any Buyer’s Group Undertaking but including any Tax Authority) the Buyer shall procure that the relevant Group Company shall: 8.1.1 promptly notify the Sellers of all relevant details concerning such entitlement after such Group Company becomes aware of such entitlement; 8.1.2 subject to paragraph 8.2, take such reasonable action as the Sellers shall request (at the Sellers’ expense) to enforce recovery under such entitlement; 8.1.3 keep the Sellers fully informed of the progress of any such action for the purpose of making recovery in accordance with this paragraph 8; and 8.1.4 within 5 Business Days of making recovery, pay to the Sellers an amount equal to the lesser of (i) any sum referred to in paragraph 8.1 (including any interest or repayment supplement) which the Buyer actually recovers or any Buyer’s Group Undertaking actually recovers (whether or not pursuant to any action requested under paragraph 8.1.2) less any reasonable costs or expenses properly incurred by the Buyer or any Buyer’s Group Undertaking (other than management costs and expenses) in respect of the matter in question and (ii) the amount of any payment previously made by the Sellers as referred to in paragraph 8.1, provided that if the Buyer or any Buyer’s Group Undertaking is subsequently required to repay or otherwise found not to be entitled to retain any such recovery, the Sellers shall promptly repay to the Buyer any amount previously paid to the Sellers pursuant to this paragraph 8.1.4. 8.2 Neither the Buyer nor any Group Company shall be obliged to take action pursuant to paragraph 8.1.2 (i) in a case where such action is against a Tax Authority, which would be likely to be materially prejudicial to the relationship of the Buyer or the relevant Group Company with the relevant Tax Authority; or (ii) which involves conducting litigation beyond the first appellate body in the jurisdiction concerned unless leading counsel (with at least 10 years’ call) or reasonable equivalent outside the United Kingdom appointed by the Sellers and the Buyer, or failing agreement on such appointment, appointed by the Chair (or equivalent) of the local Bar Association, opines that such a course of action having regard to the merits of the case and any other relevant factors is reasonable PROVIDED THAT such course of action shall not for this purpose be reasonable unless such leading counsel opines that, on the merits, there is a reasonable basis for success. 8.3 Where the same right to repayment of a Tax gives rise to an entitlement of the Sellers under two or more of paragraph 3.1.8(ii) (as an exclusion to the liability of the Sellers under this Schedule or for breach of any of the Tax Warranties), paragraph 7.5 (by way of set-off or repayment of a Relevant Amount and this paragraph 8 (by way of third party recovery), the Sellers shall not be entitled to recovery of or credit for the same amount in respect of such right to repayment more than once.

Recovery from Third Parties. 8.1 In the event that the Sellers shall have made a payment to the Buyer in respect of any claim by the Buyer against the Sellers under this Schedule in respect of a Tax Liability or in respect of a breach of any of the Tax Warranties and any Buyer’s Group Undertaking 6.1 If an Acquired Company is or may be entitled to recover or obtain a payment in respect of that Tax Liability from any person Person (other than the Purchasers or another Acquired Company or any Buyer’s Group Undertaking 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 Buyer Purchasers shall procure that the relevant Group Acquired Company shall: 8.1.1 (a) promptly notify the Sellers of all relevant details concerning such entitlement after such Group Acquired Company becomes aware of such entitlementthereof; 8.1.2 subject (b) take all appropriate steps to paragraph 8.2, take enforce recovery under such reasonable action as entitlement (if so required by the Sellers shall request (and at the Sellers’ expense) to enforce recovery under such entitlement); 8.1.3 (c) keep the Sellers fully informed of the progress of any such action for the purpose of making recovery in accordance with this paragraph 86.1; and 8.1.4 within 5 Business Days of making recovery, (d) promptly pay to the Sellers an amount 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 sum referred amount so recovered (together with an amount equal to in paragraph 8.1 (including any interest payment or repayment supplement) which the Buyer actually recovers or any Buyer’s Group Undertaking actually recovers (whether or not pursuant to any action requested under paragraph 8.1.2) less any reasonable costs or expenses properly incurred supplement received by the Buyer or any Buyer’s Group Undertaking (other than management costs and expenses) Acquired Company in respect of connection with the matter in question and recovery); and (ii) the amount of any payment previously made already paid by the Sellers as referred to in respect of such Tax Liability under paragraph 8.1, provided that if the Buyer or any Buyer’s Group Undertaking is subsequently required to repay or otherwise found not to be entitled to retain any such recovery, the Sellers shall promptly repay to the Buyer any amount previously paid to the Sellers pursuant to this paragraph 8.1.4. 8.2 Neither the Buyer nor any Group Company shall be obliged to take action pursuant to paragraph 8.1.2 (i) in a case where such action is against a Tax Authority, which would be likely to be materially prejudicial to the relationship 2.1 of the Buyer or the relevant Group Company with the relevant Tax Authority; or (ii) which involves conducting litigation beyond the first appellate body in the jurisdiction concerned unless leading counsel (with at least 10 years’ call) or reasonable equivalent outside the United Kingdom appointed by the Sellers and the Buyer, or failing agreement on such appointment, appointed by the Chair (or equivalent) of the local Bar Association, opines that such a course of action having regard to the merits of the case and any other relevant factors is reasonable PROVIDED THAT such course of action shall not for this purpose be reasonable unless such leading counsel opines that, on the merits, there is a reasonable basis for success. 8.3 Where the same right to repayment of a Tax gives rise to an entitlement of the Sellers under two or more of paragraph 3.1.8(ii) (as an exclusion to the liability of the Sellers under 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 Tax Warranties), paragraph 7.5 (by way of set-off or repayment of a Relevant Amount and this paragraph 8 (by way of third party recovery), the Sellers shall not be entitled to recovery of or credit for the same amount in respect of such right to repayment more than onceany future claims under this Schedule or for breaches of paragraph 20 of Schedule 5 (The Sellers’ Warranties).

Recovery from Third Parties. 8.1 In 7.1 Where the event that the Sellers shall have made Seller has paid or is liable to pay an amount in full discharge of a payment to the Buyer liability under paragraph 2 of this Schedule 5 in respect of any claim by Liability for Taxation and any Target Company or the Buyer against the Sellers under this Schedule Purchaser is or becomes entitled to recover from some other person (not being a Taxation Authority (save in respect of a Tax Liability refund (including a refund of withholding taxes)), the Purchaser, any Target Company or any other company within the Purchaser’s Tax Group), any amount in respect of a breach of any of such Liability for Taxation, the Tax Warranties and any Buyer’s Group Undertaking is Purchaser shall or may be entitled to recover or obtain a payment in respect of that Tax Liability from any person (other than any Buyer’s Group Undertaking but including any Tax Authority) the Buyer shall procure that the relevant Group Target Company shall: 8.1.1 promptly (a) notify the Sellers Seller of all relevant details concerning such its entitlement after such Group Company becomes aware of such entitlement;as soon as reasonably practicable; and 8.1.2 (b) if required by the Seller and, subject to paragraph 8.2the Purchaser or the relevant Target Company being indemnified by the Seller against any Tax that may be suffered on receipt of that amount and any costs and expenses reasonably incurred in recovering that amount, take such or procure that the relevant Target Company takes all commercially reasonable action as the Sellers shall request (at the Sellers’ expense) steps to enforce that recovery under such entitlement; 8.1.3 keep against the Sellers fully person in question (keeping the Seller reasonably informed of the progress of any such action for taken) provided that the purpose of making recovery in accordance with Purchaser shall not be required to take any action pursuant to this paragraph 8; and7.1 of this Schedule 5, which, in the Purchaser’s reasonable opinion, is likely to harm its or the relevant Target Company’s commercial, business or employment relationship (potential or actual) with that or any other person. 8.1.4 within 5 Business Days of making recovery, pay to 7.2 If the Sellers an Purchaser or any Target Company recovers from any relevant person any amount equal to the lesser of (i) any sum referred to in paragraph 8.1 7.1 of this Schedule 5, the Purchaser shall account to the Seller for the lesser of: (a) any amount so recovered (including any related interest or related repayment supplement) which less any Tax suffered in respect of that amount and any costs and expenses reasonably incurred in recovering that amount (save to the Buyer actually recovers or extent that amount has already been made good by the Seller under any Buyer’s Group Undertaking actually recovers (whether or not indemnity given pursuant to any action requested paragraph 7.1(b) of this Schedule 5; and (b) the amount paid by the Seller under paragraph 8.1.2) less any reasonable costs or expenses properly incurred by the Buyer or any Buyer’s Group Undertaking (other than management costs and expenses) 2 of this Schedule 5 in respect of the matter Liability for Taxation in question and (ii) the amount of any payment previously made by the Sellers as referred to in paragraph 8.1, provided that if the Buyer or any Buyer’s Group Undertaking is subsequently required to repay or otherwise found not to be entitled to retain any such recovery, the Sellers shall promptly repay to the Buyer any amount previously paid to the Sellers pursuant to this paragraph 8.1.4question. 8.2 Neither the Buyer nor any Group Company shall be obliged to take action pursuant to paragraph 8.1.2 (i) in a case where such action is against a Tax Authority, which would be likely to be materially prejudicial to the relationship of the Buyer or the relevant Group Company with the relevant Tax Authority; or (ii) which involves conducting litigation beyond the first appellate body in the jurisdiction concerned unless leading counsel (with at least 10 years’ call) or reasonable equivalent outside the United Kingdom appointed by the Sellers and the Buyer, or failing agreement on such appointment, appointed by the Chair (or equivalent) of the local Bar Association, opines that such a course of action having regard to the merits of the case and any other relevant factors is reasonable PROVIDED THAT such course of action shall not for this purpose be reasonable unless such leading counsel opines that, on the merits, there is a reasonable basis for success. 8.3 Where the same right to repayment of a Tax gives rise to an entitlement of the Sellers under two or more of paragraph 3.1.8(ii) (as an exclusion to the liability of the Sellers under this Schedule or for breach of any of the Tax Warranties), paragraph 7.5 (by way of set-off or repayment of a Relevant Amount and this paragraph 8 (by way of third party recovery), the Sellers shall not be entitled to recovery of or credit for the same amount in respect of such right to repayment more than once.

Recovery from Third Parties. 8.1 In 7.1 Where the event that the Sellers shall have made Seller has paid an amount in full discharge of a payment to the Buyer liability under paragraph 3 in respect of any claim by Liability for Taxation and the Buyer against or the Sellers under this Schedule Company is or becomes entitled to recover from some other person not being the Buyer or the Company or any other company within the Buyer’s Tax Group, any amount in respect of a Tax such Liability or in respect of a breach of any of the Tax Warranties and any Buyer’s Group Undertaking is or may be entitled for Taxation to recover or obtain a payment in respect of that Tax Liability from any person (other than any Buyer’s Group Undertaking but including any Tax Authority) which paragraph 3 applies, the Buyer shall or shall procure that the relevant Group Company shall: 8.1.1 promptly (a) notify the Sellers Seller of all relevant details concerning such its entitlement after such Group Company becomes aware of such entitlement;as soon as reasonably practicable; and 8.1.2 (b) if required by the Seller and, subject to paragraph 8.2the Buyer, the Company being reasonably indemnified by the Seller to the satisfaction of the Buyer against any Tax that may be suffered on receipt of that amount and any costs and expenses incurred in recovering that amount, take such or procure that the Company takes all reasonable action as the Sellers shall request (at the Sellers’ expense) steps to enforce that recovery under such entitlement; 8.1.3 keep against the Sellers person in question (keeping the Seller fully informed of the progress of any such action taken). 7.2 If the Buyer or the Company recovers any amount referred to in paragraph 7.1, the Buyer shall account to the Seller for the purpose lesser of: (a) any amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of making recovery that amount and any costs and expenses incurred in accordance with this recovering that amount (save to the extent that amount has already been made good by the Seller under paragraph 87.1 above); and 8.1.4 within 5 Business Days (b) the amount paid by the Seller under paragraph 3 in respect of making recovery, pay the Liability for Taxation in question. 7.3 If any amount recovered pursuant to paragraph 7.1 (the Recovered Amount) exceeds any payment made to the Sellers Seller pursuant to paragraph 7.2 (the Payment Amount) then an amount equal to the lesser of (i) any sum referred to in paragraph 8.1 (including any interest or repayment supplement) which difference between the Buyer actually recovers or any Buyer’s Group Undertaking actually recovers (whether or not pursuant to any action requested under paragraph 8.1.2) less any reasonable costs or expenses properly incurred by Payment Amount and the Buyer or any Buyer’s Group Undertaking (other than management costs and expenses) in respect of the matter in question and (ii) the amount of any payment previously made by the Sellers as referred to in paragraph 8.1, provided that if the Buyer or any Buyer’s Group Undertaking is subsequently required to repay or otherwise found not to be entitled to retain any such recovery, the Sellers shall promptly repay to the Buyer any amount previously paid to the Sellers pursuant to this paragraph 8.1.4. 8.2 Neither the Buyer nor any Group Company Recovered Amount shall be obliged to take action pursuant to paragraph 8.1.2 (i) in a case where such action is set off against a Tax Authority, which would be likely to be materially prejudicial to the relationship of the Buyer or the relevant Group Company with the relevant Tax Authority; or (ii) which involves conducting litigation beyond the first appellate body in the jurisdiction concerned unless leading counsel (with at least 10 years’ call) or reasonable equivalent outside the United Kingdom appointed by the Sellers and the Buyer, or failing agreement on such appointment, appointed by the Chair (or equivalent) of the local Bar Association, opines that such a course of action having regard to the merits of the case and any other relevant factors is reasonable PROVIDED THAT such course of action shall not for this purpose be reasonable unless such leading counsel opines that, on the merits, there is a reasonable basis for success. 8.3 Where the same right to repayment of a Tax gives rise to an entitlement of the Sellers under two or more of paragraph 3.1.8(ii) (as an exclusion to the liability of the Sellers under this Schedule or for breach of any of the Tax Warranties), paragraph 7.5 (by way of set-off or repayment of a Relevant Amount and this paragraph 8 (by way of third party recovery), the Sellers shall not be entitled to recovery of or credit for the same amount Seller in respect of such right to repayment more than oncefuture claims under the Tax Covenant.

Recovery from Third Parties. 8.1 In the event that the Sellers shall have 3.1 Where Seller has made a payment to the Buyer in respect of any claim by the Buyer against the Sellers under this Schedule in respect of a Tax Liability paragraph 1 or in respect of a breach of any of under the Tax Warranties and any Buyer’s Group Undertaking is Purchaser or may be Sale Companies become entitled to recover or obtain a payment from another person, any amount in respect of that Tax Liability from any person (other than any Buyer’s Group Undertaking but including any Tax Authority) the Buyer such liability, Purchaser shall or procure that the relevant Group Company Sale Companies shall: 8.1.1 promptly (a) notify the Sellers Seller of all relevant details concerning such its entitlement after such Group Company becomes aware of such entitlement;as soon as reasonably practicable; and 8.1.2 (b) if so requested by Seller, and subject to paragraph 8.2Purchaser and the Sale Companies being indemnified by Seller against all losses (including additional Taxation), costs and expenses which may be properly and reasonably incurred, take such or procure that the Sale Companies take all reasonable action as the Sellers shall request (at the Sellers’ expense) and prompt steps to enforce that recovery under such entitlement; 8.1.3 keep against the Sellers fully person in question (keeping Seller informed of the progress of any such all action for taken and providing Seller with copies of all relevant correspondence and documentation). 3.2 If Purchaser or the purpose of making recovery in accordance with this paragraph 8; and 8.1.4 within 5 Business Days of making recovery, pay to the Sellers Sale Companies recovers an amount equal to the lesser of (i) any sum referred to in paragraph 8.1 3.1, Purchaser shall account to Seller within fifteen (15) Business Days of recovering any such amount for the lesser of: (a) any amount recovered (including any related interest or repayment supplement) which the Buyer actually recovers or less any Buyer’s Group Undertaking actually recovers (whether or not pursuant to any action requested under paragraph 8.1.2) less Tax suffered in respect of that amount and any reasonable costs or and expenses properly incurred of recovery (save to the extent that amount has already been satisfied by the Buyer indemnity provided for in paragraph 3.1(b)); and (b) the amount paid by Seller under paragraph 1 or any Buyer’s Group Undertaking (other than management costs and expenses) under the Tax Warranties in respect of the matter liability in question and (ii) the amount of any payment previously made by the Sellers as referred to in paragraph 8.1, provided that if the Buyer or any Buyer’s Group Undertaking is subsequently required to repay or otherwise found not to be entitled to retain any such recovery, the Sellers shall promptly repay to the Buyer any amount previously paid to the Sellers pursuant to this paragraph 8.1.4question. 8.2 Neither the Buyer nor any Group Company shall be obliged to take action pursuant to paragraph 8.1.2 (i) in a case where such action is against a Tax Authority, which would be likely to be materially prejudicial to the relationship of the Buyer or the relevant Group Company with the relevant Tax Authority; or (ii) which involves conducting litigation beyond the first appellate body in the jurisdiction concerned unless leading counsel (with at least 10 years’ call) or reasonable equivalent outside the United Kingdom appointed by the Sellers and the Buyer, or failing agreement on such appointment, appointed by the Chair (or equivalent) of the local Bar Association, opines that such a course of action having regard to the merits of the case and any other relevant factors is reasonable PROVIDED THAT such course of action shall not for this purpose be reasonable unless such leading counsel opines that, on the merits, there is a reasonable basis for success. 8.3 Where the same right to repayment of a Tax gives rise to an entitlement of the Sellers under two or more of paragraph 3.1.8(ii) (as an exclusion to the liability of the Sellers under this Schedule or for breach of any of the Tax Warranties), paragraph 7.5 (by way of set-off or repayment of a Relevant Amount and this paragraph 8 (by way of third party recovery), the Sellers shall not be entitled to recovery of or credit for the same amount in respect of such right to repayment more than once.