Common use of Recovery from Third Parties Clause in Contracts

Recovery from Third Parties. 8.1 Where the Sellers have paid an amount under paragraph 2 for any Tax Liability and the Buyer or the Company is, or becomes entitled to recover from some other person that is not the Buyer or the Company any amount for any Tax Liability, the Buyer shall procure that the Company shall: 8.1.1 notify the Sellers of their entitlement as soon as reasonably practicable; and 8.1.2 if required by the Sellers and, subject to the Buyer and the Company being indemnified and secured by the Sellers against any Tax that may be suffered on receipt of that amount and any reasonable costs and expenses incurred in recovering that amount (by paying to the Company in advance its anticipated costs), 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 under this paragraph 8.1 (other than an action against: (a) a Tax Authority; or (b) a person who gave Tax advice to the Company on or before Completion), that, in the Buyer’s reasonable opinion, is likely to harm the Company’s commercial or employment relationship (potential or actual) with that other person. 8.2 If the Buyer or the Company recovers any amount referred to in paragraph 8.1, the Buyer shall account to the Sellers for the lesser of: 8.2.1 any amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of that amount and any reasonable costs and expenses incurred in recovering that amount (except to the extent that amount has already been made good by the Sellers under paragraph 8.1.2); and 8.2.2 the amount paid by the Sellers pursuant to paragraph 2 in respect of the Tax Liability in question, to the extent not already paid under this Tax Covenant or otherwise, less the amount of all reasonable costs and expenses properly incurred in obtaining such payment or credit.

Recovery from Third Parties. 8.1 Where If the Sellers have paid an amount under paragraph 2 for any Tax Liability and Company or the Buyer or the Company is, recovers or becomes aware that it is entitled to recover from some other person that is not any third party (including any Taxation Authority but excluding the Company, the Buyer and any officer or the Company employee of either of them) any amount for any Tax Liabilitywhich is referable to a Liability to Taxation in respect of which the Sellers have made payment under paragraph 3.1, the Buyer shall procure that the Company shall: 8.1.1 notify the Sellers of their entitlement as soon as reasonably practicable; and 8.1.2 if required by practicable give notice of that fact to the Sellers and, subject to the Buyer and the Company being indemnified and secured by the Sellers against any Tax that may be suffered on receipt of that amount and any reasonable costs and expenses incurred in recovering that amount (by paying to the Company in advance its anticipated costs), shall take or procure that the Company takes all reasonable steps to enforce that recovery against (at the person in question (keeping the Sellers fully informed of the progress of any action taken) Sellers' expense and provided that the Sellers indemnify and secure the Buyer shall not and the Company to the reasonable satisfaction of the Buyer against all losses, costs, damages and expenses which may be required to take incurred thereby) any action under this paragraph 8.1 (other than an action against: (a) a Tax Authority; or (b) a person who gave Tax advice necessary to effect such recovery which the Company on or before Completion)Sellers may reasonably request in writing, that, in the Buyer’s reasonable opinion, is likely to harm the Company’s commercial or employment relationship (potential or actual) with that other person. 8.2 If the Buyer or the Company recovers any amount referred to in paragraph 8.1, and the Buyer shall account repay to the Sellers for the lesser of: 8.2.1 any 8.1.1 the amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of that so recovered; and 8.1.2 the amount and any reasonable costs and expenses incurred in recovering that amount (except to the extent that amount has already been made good paid by the Sellers under paragraph 8.1.2)3.1 in respect of the Liability to Taxation in question less any part of such amount previously repaid to the Sellers under any provision of this schedule or elsewhere under this agreement or otherwise howsoever and less an amount equal to any Taxation which arises in consequence of such recovery. 8.2 Where the Sellers have made payment to the Buyer in relation to such a charge, mortgage or other power as is mentioned in paragraph 3.8 and they or any of them obtain a certificate of discharge in relation thereto pursuant to the provisions of section 239 IHTA, the Buyer shall, no later than five Business Days following the presentation to the Buyer of such certificate of discharge, make repayment to the Sellers of an amount equal to the lesser of:- 8.2.1 the sum to which such certificate of discharge relates; and 8.2.2 the amount paid by the Sellers pursuant to under paragraph 2 3.8 in respect of the Tax Liability charge, mortgage or other power in question, question less any part of such previously repaid to the extent not already paid Sellers under any provision of this schedule or elsewhere under this Tax Covenant agreement or otherwise, less the amount of all reasonable costs and expenses properly incurred in obtaining such payment or creditotherwise howsoever.

Recovery from Third Parties. 8.1 5.1 Where the Sellers have paid an amount in full discharge of a liability under paragraph 2 in respect of any Liability for any Tax Liability Taxation and the Buyer or the Company is, is or becomes entitled to recover from some other person that is (not being the Buyer or Buyer, the Company or any other company within the Buyer's Tax Group), any amount in respect of such Liability for any Tax LiabilityTaxation, the Buyer shall or shall procure that the Company shall: 8.1.1 (a) notify the Sellers of their its entitlement as soon as reasonably practicable; and 8.1.2 (b) if required by the Sellers and, subject to the Buyer and Buyer, the Company being secured and indemnified and secured by the Sellers against any Tax that may be suffered on receipt of that amount and any reasonable costs and expenses incurred in recovering that amount (by paying to the Company in advance its anticipated costs)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 under pursuant to this paragraph 8.1 (other than an action against: (a) a Tax Authority; or (b) a person who gave Tax advice to the Company on or before Completion), that5.1 which, in the Buyer’s 's reasonable opinion, is likely to harm its or the Company’s 's commercial or employment relationship (potential or actual) with that or any other person. 8.2 5.2 If the Buyer or the Company recovers any amount referred to in paragraph 8.15.1, the Buyer shall account to the Sellers for the lesser of: 8.2.1 (a) any amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of that amount and any reasonable costs and expenses incurred in recovering that amount (except save to the extent that amount has already been made good by the Sellers under paragraph 8.1.25.1(b)); and 8.2.2 (b) the amount paid by the Sellers pursuant to under paragraph 2 in respect of the Tax Liability for Taxation in question, to the extent not already paid under this Tax Covenant or otherwise, less the amount of all reasonable costs and expenses properly incurred in obtaining such payment or credit.

Recovery from Third Parties. 8.1 Where the Sellers have Seller has paid an amount under paragraph 2 for any Liability for Tax Liability and the Buyer or the Company is, or becomes becomes, entitled to recover from some other person that is not the Buyer or Buyer, the Company or any other company in the Buyer's Tax Group, any amount for any Tax LiabilityLiability for Tax, the Buyer shall or shall procure that the Company shall: 8.1.1 (a) notify the Sellers Seller of their entitlement as soon as reasonably practicable; and 8.1.2 (b) if required by the Sellers Seller and, subject to the Buyer and the Company being indemnified and secured by the Sellers Seller against any Tax that may be suffered on receipt of that amount and any reasonable costs and expenses incurred in recovering that amount (by paying to the Company in advance its anticipated costs)amount, take take, or procure that the Company takes all reasonable steps to enforce that recovery against the person in question (keeping the Sellers Seller fully informed of the progress of any action taken) provided that the Buyer shall not be required to take any action under this paragraph 8.1 (,other than an action against: (ai) a Tax Authority; or (bii) a person who gave Tax advice to the Company on or before Completionthe Completion Date), that, in the Buyer’s 's reasonable opinion, is likely to harm its or the Company’s 's commercial or employment relationship (potential or actual) with that or any other person. 8.2 If the Buyer or the Company recovers any amount referred to in paragraph 8.1, the Buyer shall account to the Sellers Seller for the lesser of: 8.2.1 (a) any amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of that amount and any reasonable costs and expenses incurred in recovering that amount (except where and to the extent that amount has already been made good by the Sellers Seller under paragraph 8.1.28.1(b)); and 8.2.2 (b) the amount paid by the Sellers pursuant to Seller under paragraph 2 in respect of the Liability for Tax Liability in question, to the extent not already paid under this Tax Covenant or otherwise, less the amount of all reasonable costs and expenses properly incurred in obtaining such payment or credit.

Recovery from Third Parties. 8.1 Where the Sellers have Seller has paid an amount under paragraph 2 for any Liability for Tax Liability and the Buyer or Buyer, the Company is, or becomes becomes, entitled to recover from some other person that is not the Buyer or Buyer, the Company or any other company in the Buyer’s Tax Group, any amount for any Tax LiabilityLiability for Tax, the Buyer shall or shall procure that the Company shall: 8.1.1 (a) notify the Sellers Seller of their its entitlement as soon as reasonably practicable; and 8.1.2 (b) if required by the Sellers Seller and, subject to the Buyer and the Company being secured or indemnified and secured by the Sellers Seller against any Tax that may be suffered on receipt of that amount and any reasonable costs and expenses incurred in recovering that amount (by paying to the Company in advance its anticipated costs)amount, take take, or procure that the Company takes takes, all reasonable steps to enforce that recovery against the person in question (keeping the Sellers Seller fully informed of the progress of any action taken) provided that the Buyer shall not be required to take any action under this paragraph 8.1 (other than an action against: (a) a Tax Authority; or (b) a person who gave Tax advice to the Company on or before Completion), that, in the Buyer’s reasonable opinion, is likely to harm its, the Company’s commercial or employment relationship (potential or actual) with that or any other person. 8.2 If the Buyer or the Company recovers any amount referred to in paragraph 8.1, the Buyer shall account to the Sellers Seller for the lesser of: 8.2.1 (a) any amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of that amount and any reasonable costs and expenses incurred in recovering that amount (except where and to the extent that amount has already been made good by the Sellers Seller under paragraph 8.1.2(b)); and 8.2.2 (b) the amount paid by the Sellers pursuant to Seller under paragraph 2 in respect of the Liability for Tax Liability in question, to the extent not already paid under this Tax Covenant or otherwise, less the amount of all reasonable costs and expenses properly incurred in obtaining such payment or credit.

Recovery from Third Parties. 8.1 5.1 Where the Sellers have Seller has paid an amount in full discharge of a liability under paragraph 2 in respect of any Liability for any Tax Liability Taxation and the Buyer or the Company is, is or becomes entitled to recover from some other person that is not being the Buyer or Buyer, the Company or any other company within the Buyer’s Tax Group, any amount in respect of such Liability for any Tax LiabilityTaxation, the Buyer shall or shall procure that the Company shall: 8.1.1 (a) notify the Sellers Seller of their its entitlement as soon as reasonably practicable; and 8.1.2 (b) if required by the Sellers Seller and, subject to the Buyer and the Company being secured and indemnified and secured by the Sellers Seller against any Tax that may be suffered on receipt of that amount and any costs, expenses or other liabilities (to the Buyer’s reasonable costs and expenses satisfaction) incurred in recovering that amount (by paying to the Company in advance its anticipated costs)amount, take or procure that the Company takes all reasonable steps to enforce that recovery against the person in question (keeping the Sellers Seller fully informed of the progress of any action taken) provided that the Buyer shall not be required to take any action under this paragraph 8.1 (other than an action against: (a) a Tax Authority; or (b) a person who gave Tax advice to the Company on or before Completion), that, in the Buyer’s reasonable opinion, is likely to harm the Company’s commercial or employment relationship (potential or actual) with that other person. 8.2 5.2 If the Buyer or the Company recovers any amount referred to in paragraph 8.15.1, the Buyer or the Company shall account to the Sellers Seller for the lesser of: 8.2.1 (a) any amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of that amount and any reasonable costs and costs, expenses or other liabilities incurred in recovering that amount (except save to the extent that that amount has already been made good by the Sellers Seller under paragraph 8.1.25.1(b)); and 8.2.2 (b) the amount paid by the Sellers pursuant to Seller under paragraph 2 in respect of the Tax Liability for Taxation in question, to the extent not already paid under this Tax Covenant or otherwise, less the amount of all reasonable costs and expenses properly incurred in obtaining such payment or credit.

Recovery from Third Parties. 8.1 Where the Relevant Sellers have paid an amount in full discharge of a liability under paragraph 2 in respect of any Liability for any Tax Liability Taxation and the Buyer or the Company is, is or becomes entitled to recover from some other person that is not being the Buyer or Buyer, the Company or any other company within the Buyer's Tax Group, any amount in respect of such Liability for any Tax LiabilityTaxation, the Buyer shall or shall procure that the Company shall: 8.1.1 (a) notify the Sellers Sellers' Representatives of their its entitlement as soon as reasonably practicable; and 8.1.2 (b) if required by the Sellers Sellers' Representatives and, subject to the Buyer and the Company being indemnified and secured by the Sellers Sellers' Representatives against any Tax that may be suffered on receipt of that amount and any reasonable costs and expenses properly incurred in recovering that amount (by paying to the Company in advance its anticipated costs)amount, take or procure that the Company takes all reasonable steps to enforce that recovery against the person in question (keeping the Sellers Sellers' Representatives fully informed of the progress of any action taken) provided that the Buyer shall not be required to take any action under this paragraph 8.1 (other than an action against: (a) a Tax Authority; or (b) a person who gave Tax advice to the Company on or before Completion), that, in the Buyer’s reasonable opinion, is likely to harm the Company’s commercial or employment relationship (potential or actual) with that other person. 8.2 If the Buyer Buyers or the Company recovers any amount referred to in paragraph 8.1, the Buyer shall account to the Relevant Sellers for the lesser of: 8.2.1 (a) any amount recovered (including any related interest or related repayment supplement) less any Tax suffered in respect of that amount and any reasonable costs and expenses incurred in recovering that amount (except to the extent that amount has already been made good by the Relevant Sellers under paragraph 8.1.28.1(b)); and 8.2.2 (b) the amount paid by the Relevant Sellers pursuant to paragraph 2 under this Tax Covenant in respect of the Tax Liability for Taxation in question, to the extent not already paid under this Tax Covenant or otherwise, less the amount of all reasonable costs and expenses properly incurred in obtaining such payment or credit.